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UTU RANGE s entered into, by and between the REPUBLIC OF LIBERIA through

its Government represented by Jonathan A Mason. Minister. Ministry ol Lands

Mines & Erv'rgy (here.natter referred to as the "Government-)


Mano Rivoi Iron Oro (Liberia) Inc., ci corporntion existing and doing business undor

the laws of .iberia represented by Dr Tom Elder, its President (hereinafter referred

to as the -Operator), hereby


WHEREAS title to Minerals within the territory of the Republic of Liberia is vested in

the Republic of Liberia (the Republic) and all rights related to the exploration for and

exploitation of such minerals pertain exclusively to the Republic; and

WHEREAS, the Ministry of Lands, Mines & Energy through the Minister of

Lands. Mints & Energy is by lav/ charged with the responsibility of administering the

mineral laws of the Republic and in 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 Liberia and therefore desires to promote the Development of

minerals which may exist in exploration areas for the economic and social benefit of

Liberia and recognizes that a large capital expenditure is necessary to ensure that

such mirercls are economically and efficiently developed; and

WHEREAS. Government agrees to grant the Operator such mineral rights and

privileges ii consideration of the undertaking by the Operator to make annual

payments.; nd to pay rents, royalties and other fees hereinafter prescribed and to

perform anc observe the terms and conditions of this agreement;

NOW. THEREFORE, for and in consideration of the premises, the mutual

promises e; changed between the parties hereto (the Parties), terms and conditions

herem conb ined. 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 below:

1.1 Affiliate: Means an entity that controls, is controlled by or

is under common control of the Operator For purposes of

this section, control means tho possession, directly or

indirectly, by one entity of more than fifty percent (50%) of

the equity of or the voting power of another entity.

1.2 Centro: the term ‘Centre'1 means the International Centre

for Settlement of Investment Disputes established under

the auspices of the International Bank for Reconstruction

and Development.

1.3 Convention: the term •'Convention’ moans 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. 1S65,

1.4 Effoctivo Date. The term "Effective Date" means the

date, provided in Section 26. on which this Agreement

shall become effective

1.5 Exploration Area The term “Exploration Area" means at

any particular time the area or areas then designated in

accordance with Section 3.2. but only during the

Exploration Period.

1.6 Exploration Period: The term "Exploration Period"

means the period described in Section 2 1

1.7 Government The term "Government" includes an of the

branches, divisions nstrumenta: ties and agences of the

Government of the Republic of Libena

1.8 Infrastructure The term "infrastructure means assets of

the Wtowing types

(a) Immovable transportation and communication facilities

(including roads bridges, railroads, airports, landing

strips and land mg pads tor aircraft hangars and other

airport facilities, garages, channels, tramways,

pipelines and radio, telephone, telegraph.


 telecommunications, and electronic or other forms of

communications facilities);

(b) immovable pon facilities (including docks, harbors,

piers, jetties, breakwaters, terminal facilities and

warehouses, and loading arc unload r. ; fa: ' es

(c) Immovable power, water anc sewerage facilities

(including electrical generating plants and

transmission lines, dams, water drams, water

supply systems and Systems for disposing of

tailings, plant waste and sewage);

(d) Immovable public welfare facilities (including

schools, hospitals and public halls);

(e) Miscellaneous immovable facilities used primarily

in connection with the operation of other facilities

(including offices, machine shops, foundries, repair

shops and warehouses), and.

(0 Movable facilities and equipment affixed to and

used as an integral part of the immovable facilities

described in paragraphs (a) through (e)

1.9 Operations and Activities The term "Operations

Activities" means the appraisal and exploration mining

and management operations of Mano River Iron Ore

(Liberia) Inc.

1.10 Operator; The term “Operator" means Mano River Iron

Ore (Liberia) Inc.

1.11 Plant and Equipment; The term “Plant and Equipment"

means the following assets (other than infrastructure)

used for Operations and Activities:

(a) Movable and immovable facilities and equipment

to mine, crush, sluice, dredge, wash, screen, dry.

benefkaate. and otherwise explore for or produce

Iron Ore;

(b) Movable and immovable fac ities and equipment

used primariy in connection with the operation of

the foregoing (including offices, machine shops

foundries repair shops and warehouses);

(c) Movable and immovable facilities and equip

for the maintenance of personnel (inch


 dwellings, stores, mess halls and rocroational

facilities); and

(d) Movable facilities and equipment used in

connection with any of the infrastructure

1.14 Produce The term ’Produce" as used in reference to

Iron Ore deposit shall include drill, develop, extract, strip,

mine, sluice, dredge, process (including beneficiate.

concentrate or otherwise treat), stockpile, transport, load,

sell and export, for the account of the operator

1.15 Production The term 'Production" as used n reference

to Iron Ore shall mean the commercial exploitation of Iron

Ore found in the Exploration Area and all activities in

respect of or incidental thereto, including the design,

construction, installation, fabrication, operation,

maintenance, drilling, development, extraction, stripping,

mining, sluicing, dredging, processing (including

fceneficiation. 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 snail expire af the earlier of (a) such

time as the Operator shall have completed exploration

activities and resource evaluation, or (b) three (3) years

after the Effective Date, with an extension of two (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

conditions herein provided the Government hereby grants

to the operator, during the period hereinafter defined,

commencing with the Effective Date plus any extension of

such period to which the Government may agree

(referred to herein as the "Exploration Period’) the

exclusive right to explore for Iron Ore Deposits and

appraise the existing Iron Ore deposits in the Exploration


3.2 Exploration Area:

(a) The Exploration area shall he in the Putu Ranpe

Area. Grand Gedeh County, as identified on ti

attached map. with metes and bounds


 coordinates attached hereto as Appendix "A” and

covering an area of 105.019 acres.

(b) The Operator shall commence exploration as soon

as possible after the Effective Date but not later

than 180 days after the Effective Date.

3.3 Surrender of Exploration Area. Unless the Minister and

the Operator otherwise agree

(a) At or before the end of the initial term of the

Exploration Period, the Operator shall surrender a

minimum of fifty percent (50%) of the Original

exploration area

(b) At or before the end of the term of this agreement

as set out in section 2.1 above, the Operator shall

surrender the remainder of the Exploration Area

and. upon such surrender, the Exploration License

shall automatically terminate

(c) Notwithstanding paragraphs 3.3 (b) above, if the

Operator wishes to retain alt of. or any part of. the

Exploration area upon expiry of the exploration

period, it shaH have the right to do so by applying

for a mineral development agreement over the


3.4 Minimum Expenditures

(a) Commencing no later than six (6) months after the

Effective Date, the Operator shall diligently and without

interruption explore for and evaluate Iron Ore deposits

within the Exploration Area.

(b) During the Exploration Period, the Operator shall expend

not less than United States Dollars one (US$1.00) per

acre during each calendar year as Exploration Costs, the

latter being defined to comprise all of the Operator's

managerial and corporate costs related to exploration.

SECTION 4.0 Pilot Mining Rights

The Operator, in addition to exploration, is hereby also granted

the right to produce Iron Ore under a pilot mining plan to be

approved by the M nistor of Lands. Mines and Energy, such total

production not to exceed not to exceed 5000 metric tones.


SECTION 5 0 Mineral Development Agreement

Dunng or by the expiry of the Exploration Penod. the Operator

may apply for a Mineral Development Agreement This

agreement that be concluded in accordance with the Minerals

and Mmrtg La** and Regulations of Libera


6.1 Grant of Right* 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 right, within the

Exploration Areas

(a) To acquire, build, and construct Infrastructure. Plant

and Equipment, and other facilities, and to

maintain and operate the same.

(b) To removo, 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. clay, stone and timber (except

protected fauna and flora); provided however, that

where any land, villages, houses, person, or

watering places for animals have been supplied

water by nght through custom the Operator sha:

not deprive them of a constant and reasonably

supply of usable water, nor shaB the Operator,

without the Government's consent, interfere with

any water or other rights enjoyed by anyone under

any agreement w th the Government

6.2 Reservation of Rights The Government reserves the

right, subject to section 7.2. on reasonable notice to and

after consultation with, the Operator, to construct roads,

highways, railroads, telegraph and telephone lines and

other bnes of communication within the Expiorat on Area

6.3 Condemnation; If the use of any pnvately owned or

occupied property within the Exploration Area is

reasonably required for the conduct of operations

hereunder, and the Operator is unaWe to come to an

agreement with the owner or occupant of such property

for such use. the Operator may request the Government request snail not be unreasonably denied, to

exerase its nght of eminent domain with respect to such

property The Operator shall reimburse the Government J

for any compensation paid or payable to the private Y


 owner or occupant as a result of the Government s

exerc se of such right


7.1 Construction by Operator: The Operator shall, at its

own cost, undertake the construction insta ation and

improvement of all or any part of the infrastructure. All

such Infrastructure shall be maintained and operated by

the Operator in a reasonably good manner

7.2 The Government warrants not exercising its rights to

expropriate land in the Exploration Area if such

expropriation shaB in any way hinder the development of

the Operation and Activities.


8.1 Best Exploration Practices The Operator shall conduct

all of its operations hereunder using appropriate modern

and effective Plant and Equipment. Infrastructure,

materials and methods. Such operations shall be

conducted in a proper and workmanlike manner, with due

diligence, efficiency and economy, in accordance with the

lav/s of Liberia and with the best mining and engineering

practices used by efficient operators in similar operations

elsewhere in the world


The Operator shall install, maintain and use modern health and

safety devices and shall practice modern health and safety

procedures and precautions (including, regular safety training

instruction for its employees) as are in accordance with the best

exploration and mining engineering practices, and acceptable

labor safety standard In this respect, the Operator shall comply

with health and safety rules, regulations, and Laws of the



10.1 Employment of Liberians: The Operator shall not

employ foreign unskilled labor. To the maximum extent

feasible, the Operator shall employ Liberian citizens at all


10.2 Training of Liberians: The Operator shall provide on a

continuing basis for the training of its Liberian employees,


 in ordor to qualify them for skilled, technical

administrative and managerial positions

10.3 At least two (2) professionals from the Ministry shall be

seconded to the Operator’s operations at the expense of

the Operator, provided that the Operator will be entitled to

utilize these two professionals at other operations in

Liberia at its discretion



11.1 The Operator shall encourage economic and social

development during the term of his operation and shall

provido for meetings on a regular basis between

representatives of the Operator and the local

communities for the purposes of considering and making

recommendations to the Operator and to the Government

with respect to matters of community interest, such that it

shall not hinder the Operator's work

11.2 Natural Resources: The Operator shall take preventive,

corrective and/or restorative measures to ensure that all

streams and water bodies within or bordering Liberia, alt

dry land surfaces, and the almosphoro be protected from

pollution, contamination or damage resulting from

Operations hereunder.

11.3 Environmental Impact Statement The parties

recognize that Operations may result in some pollution,

contamination or other environmental damage to land,

water and tho atmosphere within the contract area anc

elsewhere Accordingly the Operator shall submit to tho

Minister. Lands Mines and Energy, on the

commencement of exploration and production an

Environmental Impact Statement (EIS). The E)S shall

show the adverse effects operations will have on the

environment and review plans to mitigate such effects.


The Operator shall provido all capital necessary for the offoctivo

exploration for Iron Ore In this connection, the Operator shall at

all times maintain a reasonable and prudent capital structure.


13.1 In Gonoral The Operator shall be liable to all taxes, fees, y

duties, excises, and other charges imposed by Liberian y


 Laws of general application, except as may be otherwise

provided by other laws and administrative regulations

granting exemptions from customs duties and excise


13.2 Income Tax The Operator shall be subject to Liberian

Income Tax Law of General Application, except that

notwithstanding any provisions of such laws, the rate of

tax applicable lo all the taxable income of ihe Operator

shall be thirty percent (30%)

SECTION 14.0 Exploration Fees and Surfaco Rontal

14.1 The Operator shall mako an annual payment of Fifteen

Thousand United States Dollars (US$15,000 OO) for the

grant or renewal of the Exploration and Resource

Appraisal License

Operator shall make an annual payment of Thirty

United States Cents (US$0.30) per acre for land in

exploration and Five United States Dollars (US$5.00) per

acre for land under pilot mining.

14.3 The first payment for the exploration license fee and

surface rental shall bo made In within ton (10) days of the

Effective Date Subsequent payments shall be made

within thirty (30) days after each subsequent anniversary

of the Effective Date.


15.1 Availability of Rocords The Operator shall maintain at

its principal office m Liberia, or at such other office as the

Government moy approve

(a) Copies of all maps, geological, mining, or other

earth science reports and mineral analysis

(together with all field data which supports such

reports or data), production records, marketing

report and any other data obtained or compiled by

the Operator os a result of mining Operations and

Activities All 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.

(D) 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 health,

safety and security requirements, attend and

inspect Mining Operations and Activities

conductod 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

15.3 Reports: The Operator shall submit such reports to the

Government, in such form, in such detail, and at such

time, as may be reasonably required by law. or as the

Government may otherwise require with respect to

exploration, production, employment and training,

marketing and such other matters as may be related to

the conduct of operations hereunder

15.4 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 appropriate

employee available to render assistance with respect to

any such inspection.

15.5 Confidentiality of Operator's Report* The Government

shall treat all information supplied by the Operator

hereunder as confidential and shall not reveal such

information to a third parly without the prior written

consent of the Operator, which consent shall not be

unreasonably withheld


 Financial information about the Operator shall however

be treated as confidential for a period of one (1) year,

commencing as of the date of submission of such

information. The Government may nevertheless use any

such information received from the Operator for the

purpose of preparing and publishing general records or

statistics on natural resources or other conditions in

Liberia, and in connection win any dispute between :ne

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 part, without the Government’s prior written

approval {which approval will not unreasonably bo withheld)

unless to an affiliate.


17,1 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 inonios to the

Government as provided in Section 14 he roof) shall not

be grounds for cancellation or give the Government any

claim for damages insofar as such fa.lure arises from

force majeure. if the Operator has taken all appropriate

precautions, due care and reasonable alternative

measures with the objectrve 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 notify the Government within sixty (60)

days of an event of force majeure affecting its ability to

fulfill the terms and conditions hereof or any event, which

may endanger the natural resources of Liberia and

similarly notify the Government of efforts being made to

restore normal conditions within seven (7) days thereof

For purpose of this Section 17. force majeure includes an

act of God. war. insurrection, civil commotion, not. revolt,

earthquake, storm, flood or any other extraordinary event

which the Operator could not reasonably be expected to

prevent or control, but shall not include any event caused

by a failure to observe the best mining and engineering

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 pe

 of more than three (3) months, the duration of tho term of

this Agreement shall be extended by the timo of such


17.2 Except as hereinafter provided. the time for the

performance of any obligation (except the obi.gation to

make payment of money) of the Operato' under or arising

out of this Agreement, which performance is hindered,

prevented or delayed by force majeure. as well as any

other time periods and dates set forth in this Agreement,

shall be extended by the period 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, daim or demand be taken

or made against the Operator by reason solely of such

delay in the performance of such obligation

17.3 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 stnke.

lockout, ban "go slow" activity, stoppage restraint of labor

or other similar ("Industrial Dispute")


18.1 Accounting. All of the Operator’s accounting under this

Agreement shall be in United States 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

United States Dollars shall be convened to United States

Dollars in accordance with and pursuant to generally

internationally accepted accounting principles (except to

the extent inconsistent with the terms of this Agreement)

based upon the Prevailing Market Rate of Exchange of

United States Dollars and any such currency at the date

of the applicable transaction

18.2 Exchange Control. Tho Operator shall at an times have

tho right, without restriction, directly or indirectly, of the

Government, to obtain, hold, deal with and disburse funds

in such manner, currencies and places as it chooses

Wthout prejudice to the generality of the foregoing, the

Operator shall have the unrestricted and unencumbered

right to sell and receive payment for Minerals

currency including the currency in which the Mint

sold, and all proceeds there from may be deposited in

bank accounts outside of the Republic and hold there or

remitted there from 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 of Liberia.

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 referring to

currency that >s legal tender in the Republic will bo

converted to United States Dollars at the Prevailing

Markot Rate of Exchange on the date of such transaction.

Currency gains or lossos for purposes of Section 20 shall

be determined by reference to the Prevailing Market Rate

of Exchange.

18.3 Curroncy of Payment. Payment of the Operator's direct

obligations to the Government for Taxes and Duties

payablo under Sections 10. 19. 20. and 21 of this

Agreement shall be in United States Dollars, unless the

Parties otherwise agree. Any obligation originally stated

in currency that is legal tender m the Republic, or in any

currency other than United States Dollars, will be

convened to United States Dollars at the Prevailing

Market Rate of Exchange on the date such obligation is

paid, or shall fail due. whichever is earlier

However, the Operator shall make payments of sums it

collects on behalf of the Government, including, but not

Smiled to. taxes withheld from the salaries or wages of

the employees of the Operator, and any other s-ms

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

salaries or wages or such other sums are collected The

Operator shall have the right to make all other payments

whether to the Government or to other Persons in

currency that is legal tender in the Republic

18.4 Right to Remit and Receive Payments. The Operator

shall have the right to remit and receive in United States

Dollars all payments of dividends, interest, principal 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 United States Dollars,

or other direct or indirect restrictions on such remittances

or receipts

18.5 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 close 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 preclude the Government from

auditing such books of accounts but at the

Government's expense

b. The foregoing shall not in any way imply

acceptance of any such audit 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 I'ne 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

(LlSOR) 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 sf

another agreed substitute rate. If *.he Opera

overpaid its liability for Taxes and Duties tl


 its option, it may elect either to be reimbursed by

tho Government or to apply such overpayment

against future Taxes and Duties.

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.


19.1 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 v. thin the RepuoiiC The

Operator shall at all time comply with Law regarding the

safe use, sale, disposal and security of explosives

19.2 Taxes on Resale. The Operator may sell, in the Republic,

all importod items that are no longer needed for

Operations However, if such imports were exempted

from Taxes and Duties, the Operator shall fulfill all

formalities required in connection with the payment by the

purchaser of alt Taxes and Duties on the depreciated

value of the imports imposed on such sales by Law


20.1 Right of Assignment. The Operator shall have the right

to assign or otherwise dispose of all or part of its interest

under Ihis Agreement with the prior 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 no: be relieved of its obligations under this

Agreement other than to the extent fulfilled by the

 Affiliate. However, any request to cede or assign any

rights to a joint venture partner, will be fully allowed and

any assignment that is legally required to protect the

mterost of the joint-venture partner will be accepted

20.2 Right to Encumbor. The Operator shall have the right to

mortgage, charge or otherwise encumber all or part of «ls

merest under this Agreement for the purpose of raising,

from one or more Affiliates or third parties, f^anong for

its oWigabons under this Agreement

20.3 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 20


21.1 Termination by tho Operator. During the Exploration

Period, the Operator may surrender by not less than sixty

(60) days notice to the Government, all its fights

hereunder in respect of all or any part of the Exploration

Area, and the Operator shall be relieved of all obligations

m respect of area so surrendered except those

obligations that may have accrued prior to tho Effective

Date of. or arising out of or related to the surrender

21.2 Termination by the Government. Subject to the

provisions of Section 21. the Government shall have tne

right to terminate this Agreement if any of the following

events (hereinafter called "Events of Default") shall occur

and be conbnUng

a) where the Operator shal fail to make any

of the payments described 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 undor

this Agreement and such fai ure shall have a

materially adverse effect on the Government and

is not cured within ninety (90) days after notice by

the Government or with uch period as may be

specified in said notice;


 c) wher© the Operator snai! (i) voluntarily dissolve,

liquidate or wind up its affairs, or make an

assignment of all or substantially all of ts 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 tribunal for the appontment of

a trustee or receiver lor all or any substantial part

of the Operator's assets. (iii) commence any

proceedings for its bankruptcy reorganization

arrangement, insolvency or readjustment of debt

under the laws of any jurisdiction, 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 ontered 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 i-fted within sixty (60)


d) where the Operator shall fail to carry out

Exploration as required by Section 3. 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 mojeure in particular

relating to security issues preventing safe access

to the Exploration or Production Areas.

21.3 Opportunity to Cure. In the case of an alleged Event of

Default described in Section 21.2, 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 consul! with

the Government to resolve the matter. If. after a

reasonable period of time of consultation, the

Government is of the reasonable opinion that the matter

cannot bo 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)

after said Notice, or within such longer period as


 nocessory to allow a reasonable period of time to effect

such cure, then this Agreement shall be terminated

21.4 Disputes Regarding Events of Default.

Notwithstanding the provisions of Sections 21.2 and 21.3.

if the Operator disputes whether there has been an Event

of Default described in Section 21.2 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 22. 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.


22.1 Submission to Arbitration. Any dispute between the

Government and the Operator arising 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 wh solution by

submission to an expert s not specifically provided

elsewhere in this Agreement shall be exclusively and finally

settled by binding arbitrate pursuant to the Convention in

accordance with tho rules of the Centre in effect on the

Effective Date except to the extent in conflict with this

Section 22 which shall prevail in that event

The Parties agree that this Agreement and thu 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 22 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 tho

other Party ond Notice to the Secretary-General of the

Centre including in each a statement of the issues in


22.2 Nationality for Purposes of Arbitration. The Operator is

incorporated in Liberia.

22.3 Arbitrators. Any arbitral tribunal constituted pursuai

this Agreemont shall consist of one (1) arbitrator tc


appointed by the Government, one (1) arbitrator to bo

appointed by Operator and one (1) arbitrator, who shall bo

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 notional under Section

22.2). to be appointed by the Secretary-General of the

Centre. No such arbitrator shall have an interest in the

mattors in dispute.

22.4 Roforoe. At the request of a Party, any matter otherwise

subjoct 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 22.10 below, except for

any dispute arising out of or related to Sections 3. 4. 5. 6.

20, 21. 23, of this Agreement, which must be referred to

arbitrators appointed pursuant to Section 22 3 above

unless the Parties jointly agree that any such dispute is not

material, in which event it may be referred to the reioree for

decision at the option of either party.

The decision of the referee shall be rendered pursuant to

Section 22.6 of this Agreement (except as regards the

requirement for a decision by majority vote) and shall bo

final and binding unless appealed by any Party to

arbitrators appointed as provided in this Section 22 4. wro

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 unauthorized act by the referee

22.5 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 m

the English language. The costs of the proceedings shall

be assessed and borne in such manner as the arbitral

tribunal 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 below.

22.6 Award. The arbitrators shal. by majority vote, render a

written decision stating the reasons for their award within

three (3) months after any hearing conducted has been

concluded Any monetary award sha 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 Duties imposed by Government


Party shall Dear its own costs and attorney fees Nether

Party shall have any liability for e ther consequential

damages (except for purposes of sot off) a oumpiary cr

punitive damages, but interest at a rate not to oxcood the

London Inter-bank Offering Rate (LIBOR) existing at the

time of such award, plus one (1) percentage point,

multiplied by the amount of the award, shall be assessed

from the date of any monetary award until its satisfaction

If LIBOR should cease to be reported, then the rate to be

applied shall be another substitute rote agreed to by a

majority of the arbitrators. In any case, the liability of the

Operator shall be limited to the net book value of its

investment in the Republic at the time of the award,

If the decision of the arbitral tribunal is odvorso to the

Operator, then the arbitral tribunal may. in its discretion,

specify a reasonable period of grace to cure any defect or

default on the part of the Operator, provided that such

period of grace shall not exceed one hundred eighty (180)

days for the making of any payment required by such


22.7 Waivor of Sovereign Immunity. The Government heroby

irrevocably waives all claims of immunity from the

Arbitrators' jurisdiction, and from the enforcement of any

arbitral award rendered by a tr.bunai 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

22 8 Reservation of Rights. The right to refer a claim or

dispute to arbitration hereunder shall not be affected by the

fact that a claimant or respondent has received full or

partial compensation from another Person for a loss or

injury that is the object of the claim or dispute, and any

such other Person may participate m such proceedings by

nght of subrogation

22.9 Nature of Award. The Parties agree that the arbitral

award of any arbitral tribunal constituted pursuant to IMt

Agreement may contain such orders (including orders for

specific performance, other equitable relief or monetary

damages) m respect of or affecting any of the Parties [and

any toss or damage suffered by any of them) as such

arbitral tribunal determines to be appropriate in the

circumstances The Parties, subject to their respective

obligations contained elsewhere in this Agreement, shall

take all such actions at are necessary to give full anc*

complete effect to the award which, in accordance with ilt

terms. shall be binding upon and enforceable against them


22 10 Successors. The consent to the junsc ction of the Centre

as set forth in this Section 22 shall equaUy bind any

successor of or successors-m-interest to either Party to this

Agreement. Should the Centre be replaced by. or its

functions be substantially conferred upon or be transferred

to. any new international body of a similar type and

competence, the Parties shall have the right to submit any

dispute to such body for settlement by arbitration in

accordance with the foregoing provisions of this Section 22.


(a) All notices, requests, repons, approvals, consents designations

or other communications (collectively referred to herein as

"communications”) required by. provided for, in. or relative to this

Agreement shall be in writing Al communications shall be

delivered, in case of the Government to:

Tho Minister of Lands, Minos & Energy

Ministry of Lands, Mines & Energy

P.O. Box 10-9024

1000 Monrovia 10. Liberia

And in the case of the Operator to:

Tho President

Mano River Iron Ore (Liberia) Inc.

Mano Houso

Gibson Avonuo

Mamba Point

Monrovia. Liberia

or such other address as may be designated in writing by the


A delivery of a communication shall be deemed effective only

when mailed, postage prepaid and return receipt requested;

teie'axed; or. hand-delivered and receipt

(b) Nothing in this Section shall be deemed to relieve the Operator

from fring any report, return or other communication required by

Liberian Laws of general application at the time and in the

manner therein prescribed.


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 cany thereafter to enforce the same. cxvp



 shall it effect the party’s right to enforce any of the other

provisions of this Agreement; nor shall the waiver by either party

of the breach of any provisions 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, during the term of this Agreement

and for such period thereafter as may be reasonable,

continue to have corporate existence as well as all

corporate rights, powers, purposes and duties set forth

and described in this Agreement, and in its Articles of

Incorporation and By-Laws, as the same may from time-

to-time be amended in accordance with their terms

25.2 The ownership of any Mineral shall pass from the

Government to the Operator at the time that the Mineral

in the Exploration Area is excavated by the Operator

25.3 Subject to the obligations of the Operator and the

Government elsewhere contained n this Agreement, the

Operator shall ensure that it complies with the


25.4 The Government and Operator shall each be the

beneficiary of the rights granted to it under this

Agreement No other person shall have any rights under

this 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 executed by them J


IN WITNESS WHEREOF, the Parlies have executed this Agreement, through their

respective duly authorized representatives, on the day. month and year indicated


Signed in 3 originals on the 18s' day of May A.D 2005.







 Appendix A

The co-ordinates showing the meets and bounds of the Mineral Exploration

Agreement Area are as follows.

Pojpt Ulm-E UIedJI

1 580000 630000

2 585000 600000

3 585000 635000

4 590000 635000

5 590000 640000

6 600000 640000

7 600000 615000

8 580000 615000

1 580000 630000 (to close)