Geovic Cameroon, Boulevard de la Republique de Cameroon Douala, Republic of Cameroon.

Cameroon

The contract was signed on July 31, 2002.

Details about the land and conditions on the lease are laid down in Annex IV, which is missing from this contract.

GEOVIC Cameroon S.A.

GEOVIC Ltd is the main shareholder of GEOVIC Cameroon.

Resources include Cobalt, nickel and their associated substances

The original document was initialled, signed and stamped by Jacques Yves Mbelle Ndob, Minister of Mines, Water and Power for the Republic of Cameroon.

The original document was initialled, signed and stamped by William Buckovic, President for Geovic Cameroon.

This is a mining convention contract.

Date of issuance of exploration permit is Jan 27, 1999.

At the end of the convention, GEOVIC Cameroon shall be bound to implement and complete work pursuant to the Environmental Management Plan. The Environmental Management Plan shall mean the impact study and environmental management plan for the project, carried out in accordance with the legislation and regulations in force. Annex 1 (not included in the contract) describes the details on how GEOVIC Cameroon conducts environmental impact study and how it complies with its management plan. Arts. 2.16, 6.1, 27(a).

GEOVIC Cameroon shall dispose of all equipment and materials within any Mining site by the end of the convention.

GEOVIC Cameroon undertakes to carry out operations in accordance with international technical and safety standards prevailing in the mining industry, the Mining Code and Cameroon’s legislation relating to the protection of the environment and the population, and the Environmental Impact Study and Management Plan.

GEOVIC shall pay an Ad Valorem Tax on the basis of the market value of the minerals in accordance with the Finance Law and the Mining Code. Ad Valorem Tax shall mean the tax levied in proportion to the value of saleable products extracted.

When candidates are equally competent, GEOVIC shall give priority to Cameroon personnel, and provide training for such personnel. GEOVIC will not discriminate on the basis of race, religion or nationality, and GEOVIC shall include in its contracts with its contractors a requirement that the contractor shall include a similar provision in their contracts with subcontractors.

GEOVIC Cameroon shall give priority to sourcing equipment and materials that are available in Cameroon, and services from businesses established in Cameroon, provided they are comparable to those of foreign origin. GEOVIC Cameroon should impose contractual obligations on its contractors to include similar provisions in their contracts with subcontractors.

GEOVIC and all Third Party Beneficiaries shall subscribe to any insurance coverage for mining activities in compliance with the Cameroon law. Such Persons shall have the right to freely negotiate and agree with insurers of their choices on most economic terms including coverage, premium, claim settlement procedures, and conditions of reinsurance, etc. GEOVIC and all Third Party Beneficiaries shall be authorized to take out insurance policies denominated in foreign currency

During the mining phase, GEOVIC Cameroon shall be subject to administrative monitoring and technical inspections relating to safety and standards, as well as to the protection of the environment and the population under Cameroon law. The State shall designate three of its agents, to carry out, all monitoring and inspection operations. Such personnel, in this capacity, shall have access to all the works, installations and sites targeted by their inspection.

When candidates are equally competent, GEOVIC shall give priority to Cameroon personnel, and provide training for such personnel. GEOVIC will not discriminate on the basis of race, religion or nationality, and GEOVIC shall include in its contracts with its contractors a requirement that the contractor shall include a similar provision in their contracts with subcontractors.

GEOVIC Cameroon has the right to build and use its own roads and private railroad spurs, connecting the Plant Sites, the Mining Sites, the Ancillary Facilities Sites, any social infrastructure facilities or other facilities to existing roads. GEOVIC Cameroon also has the right to improve other infrastructure facilities, including electric lines, pipelines, drains, channels, river ports, and landing strips, for the needs of the Plant Sites, the Mining Sites and the Ancillary Facilities Sites. If GEOVIC Cameroon needs additional infrastructure not specified in this Convention, it may request authorization from the government, who shall make a decision with respect to the request within a maximum of two months.

GEOVIC Cameroon shall undertake to build appropriate housing, medical, educational, sports and recreational facilities for its employees. At the request of the State, GEOVIC may provide the public and neighboring communities with access to telecommunications facilities, electric lines, water supply and the health, school, sports and recreational facilities that it has established, provided that use of such facilities shall cause no detriment to GEOVIC.

GEOVIC Cameroon can first address to the Minister in charge of mine and geology through petition. The parties agree that they shall attempt to resolve any dispute that arises amicably. If those attempts fail, the dispute shall be subject to arbitration before the International Chamber of Commerce. Any awards decided by the tribunal shall be final and binding on parties.

The Convention applies to GEOVIC Cameroon's assignees. The rights and obligations resulting from this Convention may be assigned, including by way of security, pledged or transferred, in whole or in part, by GEOVIC Cameroon to any lender or other creditor, as well as to its successors and assignees. Any assignment, realization of a pledge, or transfer of rights under this Convention shall automatically include, unless otherwise noted, the transfer of constructions, structures and facilities of any kind belonging to GEOVIC Cameroon. It shall also include, unless otherwise noted, the benefit of the rights of access to lands as defined in the Mining Code, and the terms of the present Convention.

The contract will be operative for 25 years, starting from the Commencement of Operations. The contract may be terminated for reasons of (1) By agreement of the Parties; (2) By GEOVIC’s renunciation in accordance with the non-renewal clauses, and the clauses concerning the termination of operations below; or (3) By the State in accordance with the conditions for withdrawal, renunciation or invalidity of this Convention. If the Government determines that GEOVIC Cameroon has not sufficiently performed its obligations under this convention, the Government shall notify GEOVIC Cameroon, explaining why it considers the performance insufficient and state a reasonable time period for GEOVIC Cameroon to remedy its performance.The government may suspend the rights and benefits granted to GEOVIC Cameroon in cases of non-payment or violation of clauses related with environmental management. The government will lift such suspension if the defaults have been cured within 30 days. The government will terminate the convention and withdraw all GEOVIC Cameroon’s rights, if the defaults have not been cured in time or the disputes have not been resolved by arbitration.

The government acknowledges that all reports, results of analyses, logs, geophysical data, maps and any other information received from GEOVIC constitute "Industrial Secrets". The State shall guarantee to GEOVIC that neither the Republic of Cameroon nor any of its agents or officials shall communicate such Industrial Secrets to third parties without GEOVIC’s approval. GEOVIC shall be entitled to remedies for damages caused by the government’s failure to keep the industrial secrets.

Force majeure means all events beyond the control of a party and which prevent it from fulfilling its obligations, such as, earthquakes and natural disasters. However, the technical and commercial hazard of GEOVIC Cameroon may not be considered as force majeure. In case of force majeure, performance of the contract shall be extended by the period of time necessary for the Party that is affected by force majeure to repair the damages caused by the event. – Arts. 28,

The government will not restrict GEOVIC Cameroon's internal business operation and management, including its freedom to hire, promote and fire its personnel and employees.The government shall not modify the legal, fiscal and customs regimes currently in force in such a way as to adversely affect the rights and obligations of GEOVIC Cameroon arising from this Convention. No legislative, regulatory or administrative measure contrary to the provisions of this Convention shall apply to GEOVIC without GEOVIC Cameroon’s prior written consent.