EXPLORATION AGREEMENT WITH OPTION FOR EXPLOITATION OF LA JOSEFINA MINING AREA
EXPLORATION AGREEMENT WITH OPTION FOR EXPLOITATION OF LA ▇▇▇▇▇▇▇▇ MINING AREA
By and between FOMENTO ▇▇▇▇▇▇ DE SANTA ▇▇▇▇ SOCIEDAD DEL ESTADO with domicile at Alberdi No. 643 in this city, herein represented by its president, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, hereinafter FOMICRUZ S.E. and: the company CERRO CAZADOR S.A. incorporated under an instrument dated February 13, 2006, executed before the Notary of the City of Buenos Aires ▇▇▇▇▇▇ ▇▇▇▇▇▇ Yofre, on Folio 1 at the Registry No. 4373 under his charge, registered with the Corporate Control Authority (IGJ) on March 30,2006 under number 4879 of Book 31 of Stock Companies, with domicile at Cerrito 1186, 3rd floor, in the Autonomous City of Buenos Aires; and with special domicile in this city of Rio ▇▇▇▇▇▇▇▇ at Pasaje Feruglio No. 157; herein represented by its president, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, National Identity Document No. 14.924.939, resident at ▇▇▇▇▇▇ Bis 782 in the Town of Pigue, Province of Buenos Aires; by virtue of the designation awarded to said position by the company's articles of incorporation, hereinafter CCSA and, collectively, the PARTIES;
WHEREAS:
FOMICRUZ S.E. holds the mining rights to the area "La ▇▇▇▇▇▇▇▇" according to the documentation filed at the Provincial Mining Office as described in the relevant Bidding Terms and Conditions;
FOMICRUZ S.E. issued Tender 05/06 as per the processing of File No. 151.361/F/06, which was awarded to the company CERRO CAZADOR S.A. in Board Resolution No. 084 dated May 2,2007;
Under the Bidding Terms and Conditions of the aforementioned Tender 05/06, and of the bid submitted and the revised version thereof, the parties agree to execute this "Agreement for Exploration with Option for Exploitation of the La ▇▇▇▇▇▇▇▇ Mining Area", which will be governed by the following clauses and conditions:
ONE: PURPOSE: FOMICRUZ S.E. grants CERRO CAZADOR S.A. the right of exploration which includes the prospecting, exploration and feasibility study of the
[ILLEGIBLE SIGNATURES]
"La ▇▇▇▇▇▇▇▇" Project in the Department of Deseado, Province of Santa ▇▇▇▇, in accordance with the mining rights processed under the ownership of FOMICRUZ S.E. or those that may take their place in the future, including Manifestations of Discovery or the Titles that take their place, in accordance with the Mining Code, with the right to opt for exploitation in accordance with the Bidding Terms and Conditions and Clause FOUR of this agreement.
TWO: TERM: The period of exploration is FOUR YEARS, consisting of three sub-periods, the first two for a year each, and the third for two years. This final period includes the time required for the completion of the pre-feasibility and economic feasibility studies for the Project. CCSA will be entitled to exercise the option for exploitation for a period of 40 years as provided under the conditions of this agreement, upon completion of the exploration phase, in accordance with the Bidding Terms and Conditions of Tender 05/06.
THREE: CCSA undertakes to develop the mineral exploration program in accordance with the bid submitted for Tender 05/06 and the revised version thereof, which forms an integral part hereof as Appendix I, within the time specified therein for each sub-period, for an amount of US$6,000,000. During the investment process, any amendment that CCSA considers and justifies should be made to said Exploration Program must be submitted for consideration to Fomicruz S.E., but in no event may any such amendment reduce the amount of the agreed investments. If FOMICRUZ S.E. does not issue a response within 60 calendar days of the date of the full submission of the documentation filed for consideration by CCSA, it shall be assumed that it has no objections thereto.
Without prejudice to the foregoing, any surplus investment by CCSA in accordance with the aforementioned timetable, during any sub-period, may be deemed an advance on the agreed investment for the next sub-period, provided FOMICRUZ S.E. agrees to consider it as such.
FOUR: FOMICRUZ S.E. grants CCSA the right to opt for exploitation of the "La ▇▇▇▇▇▇▇▇" area upon fulfillment of the investment plan and completion of the exploration phase. After submission of the final feasibility plan, which shall be subject to approval by FOMICRUZ S.E. within a maximum period of ninety (90) days after its submission, CCSA shall have a period of up to forty-five (45) days from the date of notification by FOMICRUZ S.E. to take up the option of exploitation, and if this option is taken up within sixty (60) days thereafter the Usufruct Agreement shall be signed and the Corporation shall be incorporated pursuant to Clause 17 herein. Upon execution of the Usufruct Agreement, the periods shall begin for CCSA's fulfillment of the following obligations:
a) Within a set Period that may not exceed
nine (9) months after the conclusion of the accepted exploration timetable,
subject to duly certified notice being given to FOMICRUZ S.E., the preparation
for exploitation of the Deposit, and within a period that may not exceed
eighteen (18) months after the same date, the construction of the processing
facilities and necessary infrastructure shall be initiated.
b)
Within a period counting from the end of the period established in the
preceding paragraph, which may not exceed eighteen (18) months, the exploitation
and processing of minerals shall commence.
c) All processing,
including necessary refining processes, shall be carried out within the Province
of Santa ▇▇▇▇. For fulfillment of the refining stage, that is, for ninety-nine
point nine percent (99.9%) pure gold and silver, the Bidder may establish an
additional period of twelve (12) months from the end of the period specified in
the preceding paragraph, provided that the feasibility study demonstrates its
economic viability.
d) FOMICRUZ S.E. shall be paid a
percentage share of production in refined metal at the place of refining or in a
cash payment to a current account with the banking institution and in the place
specified by FOMICRUZ S.E., pursuant to the stipulations of ARTICLE 21,
subsection B) of the Bidding Terms and Conditions of Tender 05/06 and the bid.
Among the obligations that CCSA assumes under this clause, the parties expressly agree that CCSA shall be required to build a refinery only if the Feasibility Study demonstrates its economic viability.
FOMICRUZ S.E. may choose to have a stake in the future corporation to be incorporated between the parties, with up to 49% of share capital, in which case it must contribute the equivalent of said percentage in investments made, according to the amount specified in Clause THREE herein, pursuant to the following methodology: The initial interest of FOMICRUZ S.E. in the future Corporation to be incorporated and in the profits thereof shall be 9% (nine percent). After the final Feasibility Study, and subject to CCSA taking up the option of Exploitation, FOMICRUZ S.E. may exercise a one-time option for acquisition of up to 49% (forty-nine percent) of stock in the future corporation to be incorporated, pursuant to the following system: a) to acquire 10% (ten percent) of the stock and thereby become owner of 19% (nineteen percent) of the stock, FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 10% (ten percent) of the investments documented and executed during the Complementary Exploration
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Period; b) to acquire an additional 10% (ten percent) interest in the future corporation, thereby increasing its ownership interest from 19% (nineteen percent) to 29% (twenty-nine percent), FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 20% (twenty percent) of the investments documented and executed during the Complementary Exploration Period; c) in order to acquire an additional 20% (twenty percent) interest in the future corporation, thereby increasing its ownership interest from 29% (twenty-nine percent) to 49% (forty-nine percent), FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 25% (twenty-five percent) of the investments documented and executed during the Complementary Exploration Period.
FIVE: CRITICAL POINTS: At the end of each exploration sub-period in accordance with the investment timetable (Appendix I attached hereto), CCSA reserves the right to terminate this agreement if the expected results in the exploration are not obtained, in accordance with the details contained in the bid and after all investments planned for each sub-period has been made. This agreement may also be terminated if the final feasibility study (prepared by CCSA) fails to demonstrate the necessary economic and technological conditions for profitable exploitation, and within the periods established under the Bidding Terms and Conditions of the Tender for "La ▇▇▇▇▇▇▇▇".
SIX: OBLIGATIONS OF THE PARTIES:
A) Rights of CCSA
a) During the exploration period, CCSA shall be responsible for carrying out all mining, prospecting and exploration activities in the "La ▇▇▇▇▇▇▇▇" project, and shall be its Operator;
b) As Operator, CCSA shall conduct mining operations in accordance with existing legal regulations and applying best practice standards, acting rationally to prevent any kind of damage to the deposit, in strict compliance with standards pertaining to the activity, and all environmental, labor, and other regulations that directly or indirectly apply to said activity;
B) CCSA assumes the following obligations:
a) To implement the minimum investment plan attached as Appendix I hereto, providing the funds required for the exploration process.
b) To grant FOMICRUZ S.E. the following
percentage shares:
In the Usufruct Agreement to be executed, CERRO
CAZADOR S.A. shall grant FOMICRUZ S.E. a percentage share of 5% (five percent)
as holder of the Mining Rights to the minerals and metals extracted from the
Deposit, whatever the nature of these may be.
c) In the event that exploration is not continued, or the exploitation option is not taken up pursuant to this agreement, CCSA undertakes to deliver to FOMICRUZ S.E. exclusive ownership of the Feasibility Study, if any exists, and all studies, papers, samples and core samples, reports completed and, in general, any other documentation produced in connection with this Agreement, without any right to file claims with regard thereto;
d) CCSA undertakes to hire manual workers with Argentine citizenship and residing in the Province of Santa ▇▇▇▇, and technical and professional personnel preferably with Argentine citizenship and residing in the province of Santa ▇▇▇▇;
e) CCSA undertakes to establish the places of residence of the personnel and the logistical support for the camp and its activities in the Province of Santa ▇▇▇▇;
f) To purchase the necessary insurance policies with coverage for the activities involved in the operations under this Agreement;
g) To provide, at its sole expense and risk, the technology, capital, equipment, machinery, labor, and, in general, all the investments necessary for the due fulfillment of the Agreement in accordance with the stipulations of the Bidding Conditions;
h) To execute its tasks using the most rational and efficient techniques in keeping with the characteristics and magnitude of the exploration and exploitation tasks, so as to obtain the maximum mineral production that is technically and financially possible;
i) Any sub-contractors employed must have technical expertise and shall act under the responsibility and charge of CCSA;
j) To adopt all necessary measures to prevent or reduce damage to the deposit in connection with the operations;
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k) To adopt all necessary measures to prevent or reduce damage to agricultural activities, and to adopt the safety measures required by law or recommended in accordance with accepted practices in the field;
1) To comply with national, provincial and municipal laws and regulations applicable to this Agreement;
m) To maintain the validity of the mining rights by complying with all obligations established under the Mining Code applicable to the holder thereof, such as the payment of the mining canon, with confirmation provided to FOMICRUZ S.E. 72 hours prior to the respective due date that payment has been made; and, moreover, the fulfillment of any other mining concession obligations that may in the future apply to the mining rights granted for the area to FOMICRUZ S.E. The first mining canon due date shall be determined in proportion to the time elapsed from the execution of this agreement, and the same criterion shall apply to the established cases of termination of the same.
n) To keep FOMICRUZ S. E. informed, to which end it undertakes to submit a quarterly report on work progress, with a copy of all sampling and analysis results that have been carried out, and FOMICRUZ S.E. shall be entitled to request additional information outside of the aforementioned schedule whenever it deems appropriate;
n) To allow FOMICRUZ S.E. access to the area to exercise its right of inspection, providing accommodations in conditions similar to those provided for senior staff for a maximum group size of six persons;
o) CCSA undertakes to maintain its capacity as operator of this agreement; no amendment may be made to this obligation unless it is expressly approved by FOMICRUZ S. E.;
p) CCSA shall not initiate any process related to Mining Rights, either on its own or through any intermediary, parent or subsidiary company, or any company connected in any way with any CCSA employee, during the term of the Agreement and for two years after the termination thereof for any reason, within the area of the existing mining rights or those taking the place thereof, or within two kilometers of said area or in the vicinity thereof in the event that the mineralized zone continues beyond the area to which this agreement pertains. In the event of a breach hereof, Fomicruz S.E. shall automatically assume ownership of any new right, or any which CCSA might obtain through the breach of the obligation contained in this subsection. In the event that the mineralized zone continues beyond the "La ▇▇▇▇▇▇▇▇" Area and into areas
where no mining rights exist, the new mining rights covering this mineralized zone shall be included in this agreement automatically, with the exception of those mining rights covering the continuation of the mineralized zone of the "La Valenciana" Reserve. CCSA undertakes to submit a list to FOMICRUZ S.E. within ten days of the execution of this agreement, containing all the mining files in its possession and has submitted to the Provincial Mining Office of the Province of Santa ▇▇▇▇, and this list shall have the effect of an Affidavit.
q) CCSA shall assume all expenses involved in processing and assessment of the mining rights which FOMICRUZ S.E. holds or is applying for in the area to which this agreement pertains, including those that may arise from the processing of applications related to Grupo ▇▇▇▇▇▇;
C) FOMICRUZ S.E. assumes the following obligations:
a) It shall not, in any way, dispose of the mining rights under this agreement or grant them as security through any mortgage, pledge, assignment, trust or any other encumbrance or personal or real property interest that would restrict or limit the rights granted by this Agreement;
b)It shall provide CCSA with all information available on the area, whether technical or legal, public or private, that FOMICRUZ S.E. currently possesses or may possess in the future;
c) If CCSA exercises the right to take up the exploitation option, FOMICRUZ S.E. shall grant the usufruct of the mining rights, executing the corresponding agreement, and incorporating the corporation as established in the Bidding Terms and Conditions;
d) It shall maintain ownership of mining rights, continuing to process the necessary files, or those that may replace them in the future, in accordance with the Bidding Terms and Conditions;
e) In the event that CCSA is unable to take an action necessary to preserve the validity and legal status of the Project, free from encumbrances, including any new mining right, and provided that it gives notice thereof to Fomicruz S.E., the latter shall take the appropriate action to achieve said objective;
D) The two PARTIES undertake reciprocally:
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NINE: ENVIRONMENTAL OBLIGATIONS: CCSA must employ the techniques necessary for environmental conservation, carrying out activities in ways that protect the natural resources and the environment, in accordance with current environmental legislation. Moreover, it shall be responsible for the conservation of the environment and for analyzing the impact produced by its activities, along with other measures it proposes to adopt to mitigate adverse effects on the environment, as of the date of execution of this Agreement, undertaking to comply with the provisions of the Mining Code and other environmental regulations now in effect or those that may be introduced in the future, and undertaking to hold FOMICRUZ S.E. harmless against any claims arising from the actions of CERRO CAZADOR S.A., its employees or contractors.
TEN: EASEMENTS: CCSA assumes the responsibility of fulfilling all obligations established by the Mining Code and other applicable legislation with respect to the surface landowners). It shall execute Easement Agreements for the land affected by the prospecting, exploration and exploitation works, such as roads, camps, the processing plant, mining claims, and so on. Within a period of two months from the date of this Agreement, CCSA must submit to FOMICRUZ S. E. the agreement executed with the surface landowners). In the event that such an agreement has not been reached, upon expiration of the aforementioned period, FOMICRUZ S.E. shall convene a meeting between CCSA and the surface landowners) within the month immediately following. If no agreement is reached, FOMICRUZ S.E., in its capacity as holder of mining rights, shall submit the settlement agreement that CCSA undertakes to fulfill to the Provincial Mining Office. The parties may agree, pursuant to the conditions that they deem most suitable, to exercise the rights of Articles 156 and 157 of the Mining Code, at CCSA's request. Moreover, the leasing of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ livestock ranch shall be carried out by CCSA, who must submit the agreement with the surface landowners) to FOMICRUZ S.E. within thirty days of execution of this Agreement. Upon submission of said agreement, CCSA must establish an agreement with FOMICRUZ S.E. with respect to the items, improvements and facilities established by FOMICRUZ S.E. in the house, outbuildings and storehouses that constitute the constructions of the ▇▇▇▇▇▇ Labrada livestock ranch.
ELEVEN: ACTS OF GOD OR FORCE MAJEURE: As established in Articles 513 and 514 of the Civil Code, in the event of ACTS OF GOD or FORCE MAJEURE, the rights and obligations arising from the AGREEMENT shall be suspended for the duration of said event. The PARTY that so claims must provide notice to the other PARTY within 30 days of becoming aware of the circumstances constituting the ACT OF GOD or FORCE MAJEURE, attaching all documentation
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which, in its opinion, proves such a situation, and advising the duration and extent of the suspension, whether such is total or partial, and its nature. By operation of law, the PARTIES shall resume the rights and obligations that were suspended under the foregoing as soon as the ACT OF GOD or FORCE MAJEURE disappears. To this end, the PARTY claiming the alleged impediment must notify the other PARTY of such, and the other PARTY shall not be entitled to claim indemnity for the period of inactivity. In the case of [sic] in Clause Six A) b) herein, under no circumstances shall any ACT OF GOD or FORCE MAJEURE be deemed to affect any obligation of delivering monetary amounts to FOMICRUZ S. E.
TWELVE: TRAINING: CCSA undertakes to prepare an instruction and training plan for personnel designated by FOMICRUZ S.E. for six people per year, in activities to be established by mutual agreement between the parties throughout the life of the agreement Each year, the parties shall determine the training plan to be implemented. Personnel designated by FOMICRUZ S.E. for training shall have no employment relationship with CCSA, and thus CCSA shall assume no liability arising from labor legislation, except for the costs of program attendance and completion, which shall be borne by CCSA.
THIRTEEN: CONFIDENTIALITY: Throughout the life of this agreement, any data or information of any kind or nature that is related to the performance hereof shall be treated by the PARTIES as strictly confidential, meaning that the content hereof and the information necessary for its fulfillment shall under no circumstances be fully or partially disclosed to third parties without the prior written consent of the other party. Excluded from this limitation is information that is required by government or judicial authorities or by a new stakeholder or potential investors, or information made available to companies in the situation described in Article 33 of Law 19550 in relation to either of the PARTIES, or any statement or news release made by CCSA or any related company for the sole purpose of obtaining financing.
In order to disclose confidential information to a third party in the event of any proposal under which said third party might have an interest in this agreement, said party must sign a confidentiality agreement with the prior approval of both parties. If either PARTY uses, in the performance of the AGREEMENT, a technology owned by said PARTY, the other PARTY may not use or disclose such technology without first obtaining the written consent of the owning PARTY. The PARTIES shall determine the appropriate measures to ensure that their employees, agents, representatives, proxies and subcontractors observe all of the confidentiality obligations established herein.
Agreement, considering, for said purposes, the percentages and conditions contained in the bid and its revised version.
Without prejudice to the foregoing, or in the event that CCSA has fulfilled all of the investment commitments, that is to say, six million dollars, prior to completion of the exploration period, CCSA may exercise the option for exploitation of the "La ▇▇▇▇▇▇▇▇" project ahead of schedule, during one of the three sub-periods.
EIGHTEEN: MINING INVESTMENT ACT: CCSA undertakes to provide FOMICRUZ S.E. with proof of registration with the National Ministry of Mining under the Mining Investment Act, and shall be required to inform said regulatory authority of the enterprise described in this Agreement within a period of sixty days after the execution hereof.
NINETEEN: All expenses resulting from the execution and fulfillment of this agreement shall be borne by CCSA, including those resulting from the Stamp Act, or, where applicable, the processing of benefits accorded by ▇▇▇ ▇▇▇▇ and its Regulatory Decree No. 1437.
TWENTY: LIABILITY: CCSA shall be solely liable for conducting and completing the work agreed herein.
If any action is brought by any third party for events, acts or omissions attributable to fraud, the party mat has committed fraud shall respond exclusively for those events, acts or omissions and must indemnify the other party against any consequences that may affect it, without prejudice to the right to amounts that it may have had to pay for claims by affected third parties.
TWENTY-ONE: ASSIGNMENT: Assignments and Conditions for Admission of New Members: Neither of THE PARTIES may assign this Agreement without the prior express authorization of the other PARTY.
In any case of admission of a new member, the obligations to FOMICRUZ S.E. arising from this agreement shall be assumed jointly and severally.
TWENTY-TWO: EQUIVALENCE: All investment expenses contained in herein are in Dollars of the United States of America. In order to determine the equivalence of such amounts in Argentine pesos, THE PARTIES shall use the average between the buying and selling rate for the U.S. dollar, published by the Banco de la Nation Argentina at the close of the First business day of the calendar month in which said exploration expenses were incurred. In the event that said banking institution does not publish rates on the date specified, THE PARTIES shall use a rate mutually agreed between them.
TWENTY-THREE: RELATIONSHIP OF THE PARTIES: The rights, privileges, duties, obligations and responsibilities between THE PARTIES shall be individual and not joint or collective, and there shall be nothing contained herein that might be interpreted as implying that the parties are creating a partnership, association, agency or trust of any kind, or an imposition upon either party of any corporate duty, obligation or liability.
TWENTY-FOUR: DOMICILES: For all legal purposes, the parties hereby establish their domiciles as the following: FOMICRUZ ▇.▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and CERRO CAZADOR S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, to which addresses all judicial or extrajudicial notices served shall be valid.
REPRESENTATIONS OF THE PARTIES: FOMICRUZ S.E. represents that there are no existing judicial or administrative claims limiting the availability of the mining rights to which this agreement pertains.
CCSA designates as persons authorized to receive, on its behalf, any types of notices, and to provide responses to documents and reports that relate to this Agreement and the obligations assumed herein, Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇▇, C.P.A., to act interchangeably, alternately and individually on behalf of CCSA in its dealings with FOMICRUZ S.E. This authorization shall be valid until duly certified notice of its revocation is served to FOMICRUZ S.E., remaining in full effect until such a time and rendering valid all acts that, by consequence, are executed by the authorized persons.
In witness whereof, 2 identical counterparts are signed in the City of Rio ▇▇▇▇▇▇▇▇, capital of the Province of Santa ▇▇▇▇, Argentine Republic, on the 24th day of July of the year Two Thousand and Seven.
[3 ILLEGIBLE SIGNATURES]
[ROUND STAMP]
FOLIO
380
Financial Bid for the Complementary Exploration of the
"La ▇▇▇▇▇▇▇▇" Project
Article 21 of the Bidding Terms and Conditions, TenderN° 05/06,
FOMICRUZS.E.
This financial bid has been prepared in accordance with the definitions assumed by the professionals of Fomicruz S.E., which are fully expressed in their statement ''the financial outlook for the sector studied is good, being linked to the possibility of finding a bonanza of epithermal mineralizations, which are characterized by being tightly controlled by their structure and presenting high precious metal content in low vein volumes."
The board of directors of Cerro Cazador S.A. has visited the "La ▇▇▇▇▇▇▇▇" Project on at least four occasions in the past 10 years, and are convinced that the site potentially holds several mineralized bodies of an economically viable nature (Articles 8 and 11 of the Bidding Terms and Conditions).
The technical information provided by Fomicruz S.E. has been reviewed. In the event that Cerro Cazador S.A. is awarded the tender, it will immediately implement a program to identify and develop mineral resources through the systematic review of the area under study (52,000 hectares) and systematic drilling using the diamond drilling method in order to define economically viable mineral deposits collectively containing no less than 250,000 ounces of gold.
A) Works and investments to be completed during the Complementary Exploration in the PROJECT
1 and 2 - We propose an exploration period lasting four (4) years, divided into three (3) sub-periods separated by two CRITICAL POINTS (Article 21, subsection A of the Bidding Terms and Conditions).
3 - The "exploration and evaluation methodology" will consist of systematic review of the area under study (52,000 hectares) in order to identify new anomalous areas. In this stage, tools such as remote sensors will be applied for the recognition of favorable areas with promising lithologjes, structural controls and hydrothermal alterations. When an area of interest is identified, we will continue with a sequence of processes such as geological mapping, channel sampling of outcrops, sampling in grids and/or current sediments, trenching and drilling with the diamond drilling method.
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| [ELLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| RAULA.BONFADA | ||
| NAT. ID DOC. No. 12.258.887 | ||
| REPRESENTATIVE |
[ROUND STAMP]
FOLIO
381
Additional geophysical surveys may be undertaken in order to enhance our knowledge of the site and to assess covered areas. In the case of zones where FOMICRUZ S.E.'s work has already identified exploration "targets", Cerro Cazador S.A. will implement HQ diameter diamond drilling campaigns, following geometric designs adapted to the definition of "ore shoot" mineral resources.
4 - The "Work Plan" will consist of carrying out a systematic review of the area under study with the aim of identifying new anomalous zones, and, in parallel, we will proceed with the implementation of diamond drilling campaigns where Fomicruz S.E. has identified exploration targets. Both activities will be conducted over the three proposed sub-periods, which are to be divided into two one-year periods (from July 1, 2007 to June 30, 2008, and from July 1, 2008 to June 30 , 2009) and a third two-year period (from July 1, 2009 to June 30, 2011). As mineral exploration is an activity that demands flexibility and adaptability to unique circumstances, further detail is not provided, due to the fact that such information might prove irrelevant.
5 - In order to determine the "Per-unit and total cost of tasks to be performed" we refer to the international values used extensively by company managers in the mining exploration industry, namely:
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Per-meter cost of a diamond drilling campaign: US$250 per meter (775 Argentine pesos per meter). This value includes the specific cost of US$125 per meter for diamond drilling, plus an additional US$125, which covers the costs of accommodation, logistics, personnel, sampling and analysis.
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The payment of the corresponding "mining canon" is included for the claims involved, which to date is 800 Argentine pesos per unit.
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The cost of leasing the surface area subject to mineral exploration is included. The amount included in the Bidding Terms and Conditions (US$2/ha) is high in our view, and thus we will use all available legal mechanisms to adjust it to market values.
6 - With regard to the "Investment plan, timetable and specifications thereof", we attach the following table, providing minimum percentages required for each sub-period, distributed by zone: North Vein Zone (Veta Norte), Central Zone, Northeast Zone (Noreste), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Zone.
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| [TLLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| RAULA.BONFADA | ||
| NATIONAL ID DOC. No.: 12258.887 | ||
| REPRESENTATIVE |
[ROUND STAMP]
FOLIO
382
Financial Bid (**)
| Investment | Investment | Investment | ||
| commitments | commitments | commitments | ||
| Exploration period | for Sub-period | for | for | Totals |
| (4 years) | #1 until June 30. | Sub-Deriod #2 | Sub-Deriod #3 | |
| 2008 | Jury 1.2008- | Jury 1.2009- | ||
| June 30.2009 | June 30.2011 | |||
| (*) | ||||
| Northeast Zone (Noreste) | US$ 300,000 | US$400,000 | US$ 500,000 | US$ 1,200,000 |
| US$ 2,100,000 | ||||
| North Vein Zone (Veta Norte) | US$ 500,000 | US$ 800,000 | US$ 800,000 | |
| Central Zone | US$ 500.000 | US$ 800,000 | US$ 900,000 | US$ 230.000 |
| US$ 200,000 | US$ 100,000 | US$ 200,000 | US$500,000 | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Zone | ||||
| US$ 1,500,000 | US$2,100,000 | US$ 2,400,000 | ||
| Total Exploration Commitments |
(25%) |
(60%) |
(100%) |
US$ 6,000,000 |
This table is presented as a synthesis of the financial bid prepared by Cerro Cazador S.A.
(*) Sub-period 3 has been extended to two years duration, with the purpose of including the time required for the execution of the Pre-feasibility and Economic Feasibility Study for the "La ▇▇▇▇▇▇▇▇" project.
(**) The financial values shown here should be interpreted as minimum investment commitments. Under no circumstances do they mean that Cerro Cazador S.A. will strictly limit itself to the amounts specified, and any decision to make higher commitments will be at its sole discretion. Amounts are given in U.S. dollars. For the purposes of conversion to our monetary unit, an exchange rate of 3.05 Argentine pesos per dollar has been used (Article 16 of the Bidding Terms and Conditions).
-12-
| [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| RAULA.BONFADA | ||
| NATIONAL ID DOC. No.: 12258.887 | ||
| REPRESENTATIVE |
[ROUND STAMP]
FOLIO
383
7 - "Distribution of investments in the proposed sub-periods": The works to be undertaken is listed, categorized according to targets. All amounts listed are in U.S. dollars, which can be converted to Argentine pesos using an exchange rate of 3.05.
Work to be undertaken on the La ▇▇▇▇▇▇▇▇ project, by targets:
Sub-period #1: Proposed investment- US$1,500,000
| 1. | Mineral Resources Development (US$1,000,000) |
| North Vein Zone (Veta Norte) |
| • |
Increase density of diamond drillings, following geometric designs appropriate for the definition of "ore shoot" mineral resources. | |
| • |
7 to 10 sections of 2 to 3 HQ diameter diamond drillings to depths averaging 100 meters. | |
| • |
These total approximately 2,000 meters; at a total cost of US$250/meter= | |
|
US$500,000.* |
Central Zone
| • | Increase density of diamond drillings, following geometric designs appropriate for the definition of "ore shoot" mineral resources. | |
| • | 7 to 10 sections of 2 to 3 HQ diameter diamond drillings to depths averaging 100 meters. | |
| • | These total approximately 2,000 meters; at a total cost of US$250/meter= | |
| US$500,000.* |
| 2. |
Exploration of new targets and identification of new mineral resources using diamond drilling (US$300,000) |
|
Northeast Zone (Noreste) |
| • |
6 diamond drillings in anomalies identified by Fomicruz S.E. These will be designed for an average depth of 100 meters. | |
| • |
These total approximately 600 meters; at a total cost of US$250/meter = US$ 150.000. | |
| • |
6 diamond drillings in sectors to be selected through systematic exploration of new targets. These will be designed for an average depth of 100 meters. | |
| • |
These total approximately 600 meters; at a total cost of US$250/meter= US$150,000. | |
| • |
In total, 1,200 meters of drilling at a cost of US$300,000.* |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Zone
|
• |
8 diamond drillings in sectors to be selected through systematic exploration of new targets. These will be designed for an average depth of 100 meters. |
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| [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| ▇▇▇▇ ▇. BONFADA | ||
| NATIONAL ID DOC. No.: 12.258.887 | ||
| REPRESENTATIVE |
[ROUND STAMP]
FOLIO
384
| • |
These total approximately 800 meters; at a total cost of US$250/meter = US$200,000. | |
| • |
In total, 800 meters of drilling at a cost of US$200,000.* | |
| • |
This amount includes the cost US$125 per meter for diamond drilling, plus an additional US$125, which covers the costs of logistics, personnel, sampling and analysis. |
Sub-period #2: Proposed investment - US$ 2,100,000
| 3. |
Mineral Resources Development (US$2,000,000) | ||
|
North Vein Zone (Veta Norte) | |||
|
• |
Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources. | ||
|
• |
Additional diamond drillings along the course of the structure with the purpose of expanding the resource. | ||
|
• |
10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters. | ||
|
• |
These total approximately 3,200 meters; at a total cost of US$250/meter= | ||
|
US$800,000.* | |||
|
|
|
|
|
|
Central Zone | |||
|
|
|
| |
|
• |
Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoof' mineral resources. | ||
|
• |
Additional diamond drillings along the course of the structure with the purpose of expanding the resource. | ||
|
• |
10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters. | ||
|
• |
These total approximately 3,200 meters; at a total cost of US$250/meter= | ||
|
US$800,000.* | |||
|
|
|
|
|
|
Northeast Zone (Noreste) | |||
|
|
|
| |
|
• |
Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoof9 mineral resources. | ||
|
• |
Additional diamond drillings along the course of the structure with the purpose of expanding the resource. | ||
|
• |
5 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters. | ||
|
• |
These total approximately 1,600 meters; at a total cost of US$250/meter= | ||
|
US$400,000.* | |||
|
|
|
|
|
| 4. |
Exploration of new targets and identification of new mineral resources by diamond drilling (US$100,000). | ||
|
|
|
| |
|
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Area | |||
-14-
| [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| ▇▇▇▇ ▇. BONFADA | ||
| NATIONAL ID DOC. No.: 12.258.887 | ||
| REPRESENTATIVE |
[ROUND STAMP]
FOLIO
385
-
Investigation of new targets; 4 diamond drillings scheduled at an average depth of 100 meters.
-
These total approximately 400 meters; at a total cost of US$250/meter = US$100,000.
-
This amount includes the cost US$ 125 per meter for diamond drilling, plus an additional US$125, which covers the costs of logistics, personnel, sampling and analysis.
Sub-period #3: Proposed investment - US$2,400,000
| 5. |
Mineral resources development (US$2,200,000) |
North Vein Zone (Veta Norte)
| • |
Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources. | |
| • |
Additional diamond drillings along the course of the structure with the purpose of expanding the resource. | |
| • |
10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters. | |
| • |
These total approximately 3,200 meters; at a total cost of US$250/meter= US$800,000.* |
Central Zone
| • |
Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources. | |
| • |
Additional diamond drillings along the course of the structure with the purpose of expanding the resource. | |
| • |
10 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters. | |
| • |
These total approximately 3,200 meters; at a total cost of US$250/meter= US$900,000.* |
Northeast Zone (Noreste)
| • |
Increase density of diamond drillings, with the organization of several drillings by sections, following geometric designs adapted to the definition of "ore shoot" mineral resources. | |
| • |
Additional diamond drillings along the course of the structure with the purpose of expanding the resource. | |
| • |
5 sections of 3 to 4 HQ diameter diamond drillings, with an average depth of 100 meters. | |
| • | These total approximately 2,000 meters; at a total cost of US$250/meter= US$500,000.* |
-15-
| [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE]. |
| RAULA.BONFADA | ||
| NATIONAL ID DOC. No.: 12258.887 | ||
| REPRESENTATIVE |
[ROUND
STAMP]
FOLIO
386
| 6. |
Exploration of new targets and identification of new mineral resources using diamond drilling (US$200,000) | ||
|
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Zone | |||
|
• |
Investigation of new targets; 8 diamond drillings scheduled at an average depth of 100 meters. | ||
|
• |
These total approximately 800 meters; at a total cost of US$250/meter = US$200,000.* | ||
|
• |
This amount includes the cost US$125 per meter for diamond drilling, plus an additional US$125, which covers the costs of logistics, personnel, sampling and analysis. | ||
B) Percentage share to pay FOMICRUZ S.E. as mining rights holder
Cerro Cazador S.A. shall grant Fomicruz S.E. a percentage share of 5%, which [sic] whose use and enjoyment shall be assigned to the AWARDEE by means of a USUFRUCT AGREEMENT, if said AWARDEE takes up the option of exploitation of the minerals and metals extracted from the Deposits, whatever the nature of these may be.
C) Percentage of Profits:
Cerro Cazador S.A. shall grant Fomicruz S.E. an additional 2.5% over that specified above as a percentage share of profits.
Cerro Cazador S.A. accepts that Fomicruz S.E. may choose, upon completion of the final feasibility study, to purchase up to a 49% interest in the future Corporation in accordance with the stipulations of Article 25 of these Bidding Terms and Conditions, reimbursing Cerro Cazador S.A. 2.5 times the proportional amount of investments the documented and executed during the Complementary Exploration Period.
D) Bid bond, as stipulated in Article 19
The relevant documentation for the bid bond, as stipulated in Article 19, is attached hereto.
-16-
| [BLLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| ▇▇▇▇ ▇. BONFADA | ||
| NATIONAL ID DOC. No.: 12258.887 | ||
| REPRESENTATIVE |
[ROUND STAMP]
FOLIO
387
Article 29: Instruction and training plan for personnel designated by Fomicruz S.E.
Cerro Cazador S.A. undertakes to implement an instruction and training program for personnel designated by FOMICRUZ S.E. for six (6) individuals per year. The activities to be carried out shall be established by mutual agreement during the effective period of the EXPLORATION AGREEMENT.
-17-
| [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| RAULA.BONFADA | ||
| NATIONAL ID DOC. No.: 12.258.887 | ||
| REPRESENTATIVE |
[ROUND STAMP: ILLEGIBLE]
[LOGO]
CERRO CAZADOR
SOCIEDAD ANONIMA
A HUNTMOUNTAIN COMPANY
Buenos Aires, April 20,2007
Officers
FOMICRUZ
S.E.
Re: Tender No. 05/06 "La ▇▇▇▇▇▇▇▇"
To Whom It May Concern:
We write you today with regard to the Tender indicated above, in response to the letter received in which FOMICRUZ S.E. requested an improvement to the bid submitted by Cerro Cazador S.A. in envelope B, in fulfillment of the Bidding Terms and Conditions (the "Bidding Document"). In particular, this request was related to two aspects of subsection C) of Article 21: percentage share of profits when exercising the option of exploration of the property, and with respect to the multiplication factor applied to investments in the event that FOMICRUZ S.E. decides to exercise the option contained in the third paragraph, subsection c) of Article 21 of the Bidding Terms and Conditions, acquiring an interest of up to 49% in the future corporation.
Cerro Cazador S.A. has reviewed the bid recently submitted in envelope B of the aforementioned Bidding Document and has decided to make an improvement thereto. Accordingly, the bid now states the following:
Article 21, subsection C) Percentage of Profits:
In the event that Cerro Cazador S.A. decides to exercise the option of exploration and to incorporate a corporation for the purpose, it shall grant FOMICRUZ S.E. 9% (nine percent) as an initial percentage share in the profits of said corporation.
As set out in the third paragraph of subsection c) of Article 21 of the Bidding Terms and Conditions, Cerro Cazador S.A. accepts that, once the final feasibility study has been completed, FOMICRUZ S.E. may opt to purchase up to a 49% interest in the future corporation in accordance with the stipulations of Article 25 of the Bidding Document, reimbursing Cerro Cazador S.A. a proportional amount of the investments documented and executed during the Complementary Exploration Period, in accordance with the following proposal:
| ▇▇▇▇▇▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇▇ |
| [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | • |
[LOGO]
CERRO CAZADOR
SOCIEDADANONIMA
A HUNTMOUNTAIN COMPANY
subject to duly certified notice being served to FOMICRUZ, S.E., Cerro Cazador S.A. shall begin preparation for exploitation of the Deposit, and within eighteen (18) months of the same date, it shall begin construction of the processing facilities and necessary infrastructure.
b) Within eighteen (18) months of the end of the period established in the preceding paragraph, Cerro Cazador S.A. shall commence exploitation and processing of minerals.
c) All processing, including necessary refining processes (if applicable), shall be carried out within the Province of Santa ▇▇▇▇. For fulfillment of the refining stage, that is, of ninety-nine point nine percent (99.9%) pure gold and silver, Cerro Cazador S.A. may establish an additional period of twelve (12) months from the end of the period specified in the preceding paragraph, provided that the feasibility study demonstrates its economic viability, and the USUFRUCTUARY so decides at its sole discretion.
d) FOMICRUZ S.E. shall be paid a percentage share of production in refined metal at the place of refining or in a cash payment to the current account, banking institution and location specified by FOMICRUZ S.E., pursuant to (he stipulations of Article 21, subsection (B) of the Bidding Terms and Conditions.
Sincerely,
| [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] | [ILLEGIBLE SIGNATURE] |
| ▇▇▇▇ ▇▇▇▇▇▇▇, Accountant | ||
| Representative | ||
| CERRO CAZADOR S.A. |
| CERRITO11863° | BUENOS AIRES | C1010AAX | ARGENTINA |
| M.D. | File | Surface in ha |
| ▇▇▇▇▇▇ ▇▇▇▇▇ | 409.058/F/98 | 3435 |
| ▇▇▇▇▇ | 409.059/F/98 | 2995 |
| ▇▇▇▇▇ | 409.060/F/98 | 3013 |
| ▇▇▇▇▇▇▇ | 409.061/F/98 | 3227 |
| Giuliana | 409.062/F/98 | 5100 |
| ▇▇▇▇▇▇▇▇ | 409.063/F/98 | 3500 |
| ▇▇▇▇▇▇▇ ▇. | 409.064/F/98 | 3500 |
| Ail in | 409.065/F/98 | 3500 |
| ▇▇▇▇▇ ▇▇▇▇▇ | 409.066/F/98 | 3500 |
| ▇▇▇ ▇▇▇▇▇▇▇ | 409.067/F/98 | 3500 |
| ▇▇▇▇▇ ▇▇▇▇* | 409.068/F/98 | 3500 |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 409.069/F/98 | ▇▇▇▇ |
| ▇▇▇▇▇ ▇▇▇▇▇ | 409.070/F/98 | 3500 |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇ | 409.071/F/98 | 3500 |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | 409.072/F/98 | 3500 |
| ▇▇▇▇▇ | 409.048/F/98 | 6 |
| Vertex | Y | X |
| A | 2462505,69 | 4711533,67 |
| B | 2481505,69 | 4711533,67 |
| C | 2481505,69 | 4697533,67 |
| D | 2486505,69 | 4697533,67 |
| E | 2486505,69 | 4692433,67 |
| F | 2481505,69 | 4692433,67 |
| G | 2481505,69 | 4685433,67 |
| H | 2481336,77 | 4685433,67 |
| I | 2481336,77 | 4685579,82 |
| J | 2487336,94 | 4685511,40 |
| K | 2467336,94 | 4685433,67 |
| L | 2466505,69 | 4685433,67 |
| M | 2466505,69 | 4683433,67 |
| N | 2464500,00 | 4683433,67 |
| O | 2464500,00 | 4683500,00 |
| P | 2462505,69 | 4683500,00 |
[ILLEGIBLE SIGNATURES]
