Revlled Integrted MPSA for N6 - Rffitlor A@t WHEREAS, the Governrnent desires to avail its€lf of the fnancial resources, technical crmp€te[c€ 8nd skill which the Contractor is capable ofapplying to the mining operatioN of the project conlemplated herein; WHEREAS, the Contractor desircs to join and assist the Govemment in the sustainable development aad utilizatior for commercial purposes of certsin gold, precious, and base metal resources and other minerals existing irl the Contr&ct fuea (ar hereina0er defined ) and ary other Mherals which may be discovered in such Contract fues; WHEREAS, the Co ractor has, or has access to, all the financing, technical competenae, t€chnology atd eovironmental managemeot skils requircd to Fomptly and etrectively carry out the objectives ofthis Agreernent. NOW, THEREFORE, for and in consideration of the foregoitlg premis$, the mutual covemfis, and the tenns and conditions hereinafter se1 fonb it is hereby stipulated and agreed as follows; SECTION I SCOPE This Ageement is a Mineral Production Sharing Agle€rtleot entcred into pursuant to the prcvisiors of the Act elld its implemerting des and regulations. The primary purposc of this Ageemer is to provide for the ior! sustainable development and commercial utilization of gold, precious, and base metal resources and other mineral deposits existing within the Contract Area, with all necessary services, technology and financing to be furnished or arranged by the Contractor in accordance with the provisions of this Agreement. The Contractor shall not, by virtue of this Agrcemcnt, acquirc any title over the CodractMining Area without prejudice to the acquisition by the Contractor of the land/surface righrs through any mode of ac4uisition provided for by law. 腩 艹 The Contractor shall undertake snd execute, for and on behalf of the Govemmert, sustainable mining operations in accordance with the provisions of this Agreement, and is hereby constituted and appohted, for the purpose of this Age€ment, as the exclusive entity to conduct mining operations in the Contlad Arca. 1.3 The Contractor shall assume all the explontion risk such that if no minerals in commercial quadity are developed aod produc4d, it win not be entitled to reimbusement. 14 During the torm ofthis Agleemeot, the total value of production and sale of minerals derived from the mining operatiols contemplated herein shall be ac,counted for and divided betwe€n the Covemment and th€ Cortrsctor in accord&nce with Section VIII hercof. 腒 g\ 莵 腁 艹腏 It' llealnF t, insurance, tratNPortstion ard oth€r charges ittcured Xefilring, mirrsl concentrates into refined m€tal in the process of converting haded in those comrodity excha.nges. 2.23 Mine Developtncnt refts to worl undertaken to prepare an ore body or a mirrcral deposit for mining, ircluding the construction of oecessary intastructurp 8nd related &cilities. 2.24 MiHals nrcan all naturally occrming inorgadc sbsraoscs in solid' liquid, gas or any htermediate state exclLlditrg energy materials such as coal, petol€urf oatural gas, mdioactive materisls and geothenial ercrgy. 2.25 Mo€ral Products mean matedals derived &om mirrral oreVrocks aod prepared into ma*etable state by retalugical procesrs which include bereficiarioq cyatddation" IeachiDg, smehing, calcination aod other similar proc€cses. Ml]liry Arca meaDs that portion ofthe Conuact Ar ilentified by th€ Contractor as defmed and delineated in a Survey Phn duly approved by the Dir€ctor/Conce.ned Regional Officcs for purposes of devclopmert atrd/or utilization and sites for support ftcilities. V Minirg Opqratious m€ans roinhg activities involving exploration feasibiky study, envircarental impact ass€ssrrnt, development, utilizatioD, mirrcral processing, and miie rehabilitatiorl Nqllbg rreans notico in t'nitin8, or by telex or by telecopy (authenticaiod by aDswer back or confirtrntiou received) addrcssed or s€trt as provided in S€ction 16.2 ofthis Agrcernent. 2.29 Orc nreans naturally occurring substarrce or material fiom which a mineral or element can be mirrd and/or processed for profit. 2.30 Pollutioo trEars atry aheration ofthe physi:al, chemical 8rd/or biological propenies of any water, air and/or lard resources of the Philippines, or any discharge rhereto of any liquid, gaseous or solid wasles or my production ofunoecessary mise or any emission ofobirctiooable odor, as will or is likely to qeate or render such water, air, ard lsnd rcsouces harmfirl, detimental or injurious to public h€altll safety or welfire or which wil adveEely affect their utilizalion for domestic, aommercial, indusrial, agdcultural, rEcreational or other legititnate pulposo1 2.31 s€crerary mears ttle Secretary of the Departrnent of Envilorunent and Natuel Resources. 2.32 St e meens tbe Republic oftlE Philippines. 2.33 Wolk hogram means a docurrcnl which preseots the plan of major mining operations and th€ conespondhg expendinres of the Codnctor in its Contact Area durirg a giwlt p€dod of tine, including the plan and expenditure,s for developmti of hosl aod leghborins connurtities 8rd oflocal geoscience and mineral technolory, as submitted and approved in accordaoce wirh tbe Revised lmplerentiq Rules aod Regularions. I >t\ \l' \ ItF SOCTION Itr TIRM OF AGRf,EMENT 31(25) This Agreement shall have a term oftwenty-five years Aom Effective Date, and may be renewed thereafter for another term not exceeding twenty five (25) years The renewal of this Agreement, as well as the changes in the terms and conditions thereo! shall be upon mutual consent by the panies. ln the event the Government decides to allow mining operations thereafter by other Contractor, this must be through competitive public bidding. After due publication of notice, the Contractor shall have the right to equal the highest bid upon reimbursement ofall reasoflable expenses ofthe higiest bidder. SECT10N IV CONTRACT AREA S莌 9膋18'30'' 25 125膋30'00'' Comer 9膋' 19'O菐125膋30'00' Comer 26 19'lXl'' 27 9膋125腂29'45'' Cofier 9腅 20'30''125腂 Comer 28 29'30'' ' 9膋 20'30''125膋30'O菐 Comer 29 " 9膋20'膇125膋 Comer 30 30'00'' ' ' 9膋 3l 20'O菐125膋31'O莿 Comer 9膋21'00'' Corner 32 125膋31'00'' 9膋 33 21'00'' /125膋33'00'' Comer 9腂19'30'' Comer 34 125膋33'00'' 9膋 35 19'30''125膋34'00'' Comer 9膋19'00'' Comer 36 125膋34'00'' 9膋 19'00''125膋33'30'' Corner 37 ' 38 9膋16'00''125膋33'3菐 Comer 9膋16'00''125膋 Comer 39 33'00'' ' ' 9膋 16'3菐125膋33'O莿 Comer 40 9膋16'30''125膋 Comer 41 32'30'' 9膋 42 15'00''125膋32'30'' Comer 9膋15'00''125膋33'00'' Comer 43 ' 9膋13'30''125膋 44 33'O菐 Comer 9膋 45 13'30''125膋33'30" Corner 9膋15'00'' 46 125膋33'30'' Comer ' ' 9膋15'O菐 4T 125膋34'O菐 Comer 9膋13'30'' 48 125膋34'00'' Corner 9膋 49 13'30''125膋33'30'' Comer 9膋10'00'' 50 125膋33'30'' Comer Excluded Arcas Ercluded North Latitude Arcr I Enst Longitude 9膋 16'00'' Come. I 125膋31'30'' 9膋 16'30'' Comer 2 125膋31'30'' 9膋16'30'腍 Comer 3 125膋 32'00'' 9膋 16'00'' Corner 4 125膋 32'00'' North Lntitude Excluded Area 2 Enst Longitude 9膋 Comer I 20'00'' 125膋 31'30'' 9膋 Comer 2 19'00''' 125膋31'3菐 Comer 3 9膋19'00'' 125腂' 32'莿荜 Comer 4 9膋18'30" 125膋32'00'' Corner 5 9膋18'30'' 125膋33'00'' Comer 6 9膋 19'00'' 125膋 33'00'' Comer 7 9腂 19'00'' 125膋 32'30'' Comer 8 9膋20'00'' 125膋 32'30'' 躆 腒 裪 膜 膌 鉦 SECT10N V EXPLOMT10N PERIOD 腜 The Contractor shall commence 51 Timctable For Exploration Exploration activities not later tha[ thr€e (3) months effer rhe Effective Date for a period of two (2) years renewabl€ for like Periods but not to exc.eed a total tefm of six (6) years, subject to annual review by the Director to cvaluate compliance with the tefms atld conditioN of this Ageement. A one-time non-renewable Temporary Exploration Permit with I period not exceeding ooe (l) year may be issued by the Director, upon request of the applicsnt, when the Mineral Ageement is recommended to the Secretary fior approval. The Period of such Temporary ExploratioD Permit shatl be included as pan of the Exploration Period of this Ageement. In the event this Agreeme.t is disapproved by the S€cretary, the Temporary Exploration Permit shall be deemed automatically cancelled. Work Programs ard Budgets - The Contractor shall strictly comply with 腛 the approved Exploration and Environmcotal Work ProSrams together with their corresponding Budgas @lease refer to ANNEXES 'f" and 'D). The amount to b€ spent by the Contractor in conducting cxploruion actMties under the terms ofthis Agreement during the Exploration Period be in the aggegate of not less than that specified for each of the Years, as follows: For thc Exp10ratiOn Work Programl lst Contract Year : Pl.025葟.膇 腂 r I P1575莿 2nd Contract Y腅葟.4Xl Total P2(mO(葟 o.oo Total Estimated Budget For the En銈ronlnental Work Prograln : P2膇 .4Xl $all finally relinquish 8ny portion of the Cootracl Ares not necessary for mining operations and not covered by any Declaration of Mining Project Feasibility. Each mining area affer final relinquishment shall not be more than five thousaod (5,000) hectares for metsllic minerals or two thousand (2,000) hectares for non-metallic minerals. The Contractor may be allowed by the Direqtor, with the approva.l of the Secretsry, to hold a larger mining area depending upon the tr&ture of tie deposit subjest to technical verification and evaluation by the Buresu as to the technicayonancial capability of the Contlactor. 54 Survey ofthe CoIItIact Area - The Contractor shall cause the zurvey ofthe perimeter ofthe Contrsct Area through an application for survey, complete with requirements, filed with the conc€med Regioml Office simultaneous with the submission of the Declsration of Mining Project Fessibitty. Survey retums shall be submitted to the c.oncerned Regional Director for approval within one (l) year from receipt ofthe Order of Survey complste with the mardatory requirements stated h the Revised Implemertiry Rules and Regulations ofthe Act. Dealaration of Miring Project Feasibility - During the Exploration Period the Cortrsctor shall submit to the Regional Director, copy furnished the Director, a Declaration of Mining Project Feasibility together with a ing Project Feasibility Study, a Tlree (3)-Year Development and ion or Commercial Operation Work Program, a conplete geologic report ofthe sres and an EDvironmental CompliEnc€ Certificste. Failure of the Contrsctor to submit a Declaration of Mdog Project Feosibility dudng the Exploration Period shall be coqsidered a rubstantial breach of this Agreernent. 56 Reponing al Periodic Reports - Dudng the Exploration Period, the Contractor shEll submit to the Regional Drector, copy fumished th€ Director, quarterly atrd annual accomplishment reports under oath on all activities conducted in the Contract Area from the Effective Date of this Agreement. The qualterly report shall be submitted not later than fifteen (15) days at rhe erd of each Csledar Quarter while the amual sccoEplfuhment report shall be qrbmitted not later than thity (30) days fiom the end of each Calendar Year. Such infomutior shall include detailed fnancisl expenditures, raw and proc€ssed geological, geochemical, geophysical and radiom€tric dsta plotted on a map at 1:50,000 scale copies of originals of assay results, duplicated samples, field dat4 copies of originals from drilling repoats, maps, environmental work program implernentation and detailed experditures showing discrepancieVdeviations with apFoved exploration and environmeatal plals and budgets as well as all other information of any kind collected during the explontiol activities. All information submitted to the Bueau shsll be subjed fo the confdeniialty clsuse ofrhis Agr€emenl ra \l \ 9 b) Fioal Report - The Contracto. shall submit to the Regional Dtector, copy fumished the Directot a 6rul report under odh upon the expiration of the Exploration Period which shall be in the form and substanc€ companble to published Fofessional rcports of r€spectable irdematioml irstitutions and shall iacorporate all the findings in the Contract Area including location of sampl$, assays, chemical analysis, and ass€ssment of mineral potentials together with a geologic map of 1:50,000 scale at the minimum showing the results of the exploration. Such report shall also include dsteiled expenditues incurred duriry the Exploration Period. In case of diamond drilling, the Contractor sha.ll, upon request of the Drector/concemed Regional Direclor, submit to the Regional Office a quarter ofthe core sarnples which shall be deposited in the Regiorul Office Core Library for safe keeping snd reference. c) Retinquishmenr Report - The Contractor shsll submit a separate relinquishment report with I detsiled geologic report of the reliaquished area acrompanied by maps Et I scale of l:50,000 and restlts of&nslyses and detailed o(penditures, among others. SECTION VI DEVEIOPMEI{T AND CONSIRUCTION PERIOD 61 Timetable - The Contnctor shall complae the development of the mine including the construction of production facilities within thirty six (36) months from the submission of rhe Declaration of Mining project Feasibility, subjed to s.rch extension based on justifable r€sons as the Secret ry may approve, upon recommendation of the Regional Directo., through the Director. 62 Reporting a) Arurual - The Contractor shall submit, within sixty (60) days after December 3l of each year, to the Regional Director, copy furnished the- Dilector, an amual report which states the major aaivities, achievements and de*ailed expenditures during the year coverd including maps, assays, rock and milersl arralyses -and progress geological and enyironmenta.l repons during thi dwelopmeniand construction period. b) 10 (\' SECTION VII OPERATING PERIOI) 71 Timetable - The Cootractor shall submir, withir thirty (30) dsys before completion of minc development atld construction of productiol facilities, to the Secretary through the Regional Drector, copy furnished the Director, a Three Year Commercial Operation Work Prograrn. The Cortractor shall comrnelce commercial utilization inmediately upon approval of the aforesaid Work PrograDs. Fsilue of the Cotrtractor to commence Cornrnercial Producrion within the period shrll be considered s substsrtial breach of the A8r€ement. 72 Commercial Operation Work Program ard Budga - During the Operating Perio4 the Contractor sball zubmh to the Director through the concemed Regional Direcror, Work ProgrErns coveriog 8 period of thrce (3) yerrs each which sh8[ be submitted not later than thirty (30) days before the expiration ofthe period covered by the fevious Work Prograrru. The Corkactor shall conduct mini[g operations and other actidties for the durBtion of the Operating Period in eccord8lce with the duly approved V Work Progrsms 8nd corresponding Budgets and any modifcrtion thereof shsll be approved by the Secrgt3ry. Expansion and Modification of Facilities - The Cootractor may make modifications, improverneots, aod replac€me s of the mining ities and may add aew ftcilities as t[e Conractor may conlidcr necessary for the oper8tioq provided zuch plaas shall be embodied in an appropriete Work Program approved by the Secraary. 74 Reponing 8) qlarte y Repons - Bcginnidg with the first Ca.lendsr Quarter following the corDmencem€ttt of the Operating Perio4 the Contractor shall submit" within thirty (30) days after rhe end of each Calendar Quarter, to thc DLector, though the conc€med Regional Director, I Quanerty Rel,ort ststing the to uge of produclion in terms of ores, concentrstes, and their correspoldiry grades End other types of products; valug destination of ssles or exports and to whom sold; terms ofsales and experditures. b) Amud Repons - During the Operating Period, the Co[trsctor shall zubmit within sixty (60) d&ys ftorn the eod of €ch Calendar ye{r., ro the Dircctor tk9uefi the conc.emed Regional Director, AryNsl Report indic8tilg itr sufficied detail: bl) The total tomage of ore reservcs whether proven, probablg or inGncd, the total tonnsge of ores, kird by kind, brokeo down bctween toDruge mine4 tolltr8ges trErsponed from the mhesite and thcir corresponding destin rio4 tornsges stockpil€d in th€ mirE ard elsewhcre ia the philippilles, tontrlgcs sold or commined for export (whether actually shippcd fiom the philiooiics or not), tonnages actually shipped from the philippines (witb firll daails as to purchaser, d€rtilation and tams of sale), and if lnown to the Contnctot tonosg€s refioed, process€d or runuf8dured in the ptilippines with firli specifcsrions as to the irt€rmediate products, by-products oi 6n.t products and ofthe t€rms 8t which they-were disposed: 1 -aa_ \l \\ 11 b.2) Work accomplished and work in progress at the end ofrhe year in question with respect to 8ll the installatiotrs and facilities related to the utilization prograr\ including the iovestment actually made or commined; b.3) Profile of work force, including mamgement and staf, stating paxticulsrly their nationalities, and for Filipiaos, their place of oriSin (i.e., barangay, towq province, region ); and b.4) Ownership ofthe Contractor, particularly with respect to nationality. The Contractor shall also comply with other reporting requirements as provided under Section 270 ofthe implementiag nrles atd regulations ofthe Act. SECTION VIII FISCAL REGIME 8.1 General Principle - The fiscal regime of this Agreemeft shall be governad by the principle according to which the Croverrment expects a reasonable retum in economic value for the utilization of non-renewable mineral resources under its national sovercignty while the Contractor expecls a redsonable retum on its V invcstment with special accouot to be taken for the high risk of exploration , the teams and conditions prwailing elsewhere in the industry ard atry special etrciencf to be gained by a particularly good performanc€ ofthe Contractor. Registration Fees - Within fifteen (15) days upon receipt ofthe notice of approval the MPSA Aom the concemed Regional Officc, the Contractor shall cause the registation ofthis Agreemert at the said Regional Office and pay the regist&tion fe€ in the amouot as provided by the exisling rules and regulations. Failure of the Contractor to caus€ the registration ofthis Agleement within the prescribed period shall be sufrcient ground for cancellation ofthe same. 83 Occupation Fees - Prior to registration of this Agre€ment ard at the same date every year therqner, the Contr&ctff shall pay to the concemed MunicipaVCity Treasur€r an Occupstion Fe€ over the Contract fuea Et the amusl rate as provided by the eristing rules and regulatioas. If the fee is not paid oo the date specified, the Contractor shall pay a surchErge of tweoty five pcrcentum (25%) of the atnount due in addition to the occupatioo fees. 84 Share ofthe Govemment - The government share shall be the excise tax on mineral products at rhe time of removal ad at the rate provided for in Republic Act No. 7729 amending Section l5t (a) of the National Internal Revenue Code, as amended, as well as other taxes, duties, 8td fees levied by existing laws. For purposes of determining the amount otthe herein government share. the Contractor shall strictly comply with the auditini -a requrements prescribed under existing laws and regulations. ""*rnting The government share shall be allocated in accordance with Sections 29O and 292 of Republic Act No. 7160, olherwise known ; .Ti;;; Govemment Code of 1991,, 腏 艹 85 Pricing of Sales - The Contractor shall endeavor to obtain the b€ct achievable pricc for its productior and pay the lowest achievable marketing commissions and related fees. The Contrsctor shall seek to strike a balance betweefl long-term sales compErable to policies followed by independent producers in the intemational mining idustry. The Codractor shall likewise s€€k a balarced distribution amoflg consumers. Inrcfar as sales to Contactor's affliates are concerned, pric.es shall be at arm's length standard and competing offers for large scale and long-tem contracts shall be procured. The Bureau shall be fumished a copy of the said Sales Agr€ernent subject to confidentiality between the Bureau and the Contr&ctor. 8.6 Associated Minerals - If Mnerals, otler than limestone, cement raw m&terials, ard rock aggregates resources are discovered in commercial quantities in the Contract Ar€4 the value thereof shall be sdded to the value ofthe principal mineral in computing the slnre ofthe Government. 诬CT10N 蝜 WORK PROGRAMS to Government - Within the periods stated herein, the ontractor shall prepare aod submit to the Director tkough the Regional Director, a Wort Program and conesponding Budga For thc Contract Area腧 92 SECT10N X lO.8 Th€ Contractor shall setup mitigating messures such as mine wsste and mil tailirys dispGal systeB mine rehabilitation or plan, water quslity monitorin& etc. to minirnize laad degmdatior! air 8rd water pollutio[ acid rock drainage and changes in hydrogeology. lo.9 The Contractor shall sa-up an Eoviroirnental and S&fety Offic€ at its minesite mamed by qualifed p€rsonnel to pla4 implemed and monitor its approved EPEP. 10.10 The ConlBctor shall be responsible in the monitoring of environmental safety and health condition$ in the Contract Area and shall stricdy comply with all the rules and regutations emMiad uder Mires Administrative Order No. 51, Series of 1991, otherwise known 8s the'T'evised Mine Safety Rules and Regulations". shall be responsiblc for the zubmission of a final mine 1011The Contraclor rehsbilitation and/or decommissioning Plans including its financial requirements and incorporating the details and psrticulars set forth ir the implunentiog nrles and regulations ofthe Act 腛 SECT10N Xl 1躖 S 膡L PAR膡 RIGHTS AND OBLlGAT10NS OF i膡 ofth€ Contractor: conducl sustainable mini!8 op€rations withh the a)To exclusively Contract Arca in accordance with the provisioN of the Act E[d its implementing rules aod regulstions; any fscilities sp€cified under the Mineral b)and op€rate To conskuct Agr€emelt or approved Wort Prcgtam; the exploration, mining and treatment process to be 0)To determine utilized in the mining operatiols; dispose of any tailings as u*horized by d)remove, use and To extract, an approved Work Program; permits or desirable for the purpose of C)necessary To secure all Minilg Op€ratioDs; To k€€p accurate technical records about the Mining Operations as 0 make them a!'ailable to well as fnancial and marketing accoute and Goveflrment represedatives authorized by the Dire€lor for the purpose of asscssing thc performance and complianc€ of the Cofltactor with rhe terms of this furcement. Authorized represerfatives of other Govemment Ageocies may also have access to such ac{ounts in ac.cordance with exising laws, rules and regulations; gl To furnish the Bureau all the data ard informstion gathered on the Contract Area and rhat all the books of acrouats and records shall be open for inspection; =-=f\* 腒 15 蝎 钺 h) To allow ac.cess to Govemment during reasonable hours in inspecting the Contract Area aad examining psrtirc records for purposes of monitoring compliance with the lerrns ofthis Age€ment; To hold the Government free and harnrless from all claims &rd acaounts of all kinds, as well as dernands and actionr arising out of the accidefts or injuries to p€rsons or prop€rties csused by Mdrtg Operations of the Contractor ard indemify the Governmefi for any expenses or cost incuned by the Govertrment by reason of any such claims accormts, demands or actions; ln the developmenl ofth€ commuoity: To recognize and respect the rights, clstoms and trsditions of indigenous triba.l communities over their ancer&al lsnds and to allocate royslty payment of not less than one percrnt (l%) of the value ofthe gross output ofmherab sold; To coordinate with proper authorities in the development of the mi ng cornmuity and for those living in the host aad neighboring commudties through social iDfrastructure, livelihood programs, education, water, electricity and oedical services. Where traditional self-sustaining income and the community activities arc ide ified to be pr€s€nt, the Contrastor shall assist in the pres€rvatiotr and/or enhancement of such aaivities; 芋 駯 k.2) To systematically the d&ta generated from the Contract/Minitg Area 芓 芕 芃 芈 as cores, assays and other related informatioq including economic and financial dafa and make them accessible to students, researchers and other persons responsible for dweloping mining, geosciorce and processirg technology subject to the condition that the Co ractor rnay delay relqs€ of d&t& to the scierce and technology community within a reasooable poriod of time which shall not exceed tkee (3) yers; k.3) To transfer to the Government or local mining company the appropri8te technology it may adapt in the exploratioo, development 8nd commercial utilization of the minerals in the Contlacl Ar€; k.4) To allocate research and development budget ffi the advancement of mining technology and geosciences in coodinstion with the Bureau, research institutions, academe, etc.; To replicate data, maps and reports cited in (k.1) and (k.2) and firrnish the Bureau for archiving and cystematic safekeeping which shall be made avEilable to the science srtd technology community for conductiog research and uldertakirg other activities which contribute to the development ofmiing, geoscience and processing technology and the corresponding n8tional pool of maapower talentsi Provided, however, that the release of data, maps and the like shall be similady constrained in acrordance with (k.l) and (k.2) D To incoDorate ia the mine projecr ftas-bility study the plarued oryenditures necessary to implerneot all the plans atrd prograos set forth itr this Agre€ment; m) To pay all other tqxes ard fees mardated by existing laws, rules and regulations. I1.2 Rights ofthe Codractor The Contractor shall have the dght: a) To conduct Mning Opcrations withia thc confines of its Contrect/ Mning Area in accordanca $r'ith the terms and conditions hereof alld that it shall not iiteafere with the rights of other ContractorV Lesseevoperators/Permittees; b) Of possession of the Contract Ares, witn firfl right of ingre*s and egress aod the right to ocorpy the samg zubject to $'lr6c€ atrd eas€mefit righs; c) To use and have acaess to all d€clsssified geologicr! geophysicol, drilling production and other data relevant to ttre mini"g ope"aions; d) To s€ll, assign, tansfer, convey or otherwise dispose of all its dghts, ifierests ard obligstiols uder rhe Agecment zuLlpt to the apprivj of the Coveroment; =B_ I" l\\ \ 17 e) To employ or bring into the Philippines foreign technical and specialized personnel, including the immediate members of rheir families as may be required in the operations of the Contraclor, srbject to applicable laws attd regulations: Provided, That if the employment connection of such foreign persons with the Confactor c.esses, the applicable laws and regulations on immigration shatl apply to them. Everytime foreign technologies are utilized arld where alien executives arc employed, an effective program of training understudies shall be undertaken. Alien employment shall b€ limited to techrologies requiring highly sp€cidiz€d trsining ard g)(Pedenc.€ subjest to the required approval under existing laws, rules and rcgulations; To enjoy eas€mert rights and use of timber, water and other n8tural resources in the CortBct Ares subject to pertinert laws, mles and regulations and the rights ofthird parties. Of repatristion of capital 8nd remittance of profits, dividends and interest on loans, subject to existing laws and Bangko Sentral rules ard regulations; and h) To impon when iec€ssary all equipment, spErc parts and rEw mderials required in the op€r8lions itr accordsnce with existilg l8ws regulations. I1.3 Obligstior ofthe Government The Govemment shall: a) Ensure thar the Colltrsctor has the Governm€d's full cooperation in the exerci!€ ofthe riglts grarfed to it under this Ageemefi; b) Use its bost eforts to crlqlre the timely issrance ofnecessary permits and similar authorizing documents for use of the slrr&ce of thc ConkactAreq, atrd c) To coopersto with the Contrsctor irl its sfforts to obtrin fnancing corfiemplsted hereio from banks or otho financisl institutioN; Provided, Thar such fnancing arrsngements will in no event reduce th€ Cootractor's obligstion on Govcrnmed rights hererader. SECTION XII ASSETS AND EQT'IPMENT l2.l The Cotrtractor shall acquire for the Mhitrg Op€ratioos ooly $!ch ass€ts that are reasonably estimded to be required in c{fryirB od-such Mning Operations. 12.2 All materials, equipment, plant atld other in$tallations crrc{ed or plsc€d on the Contracl Arei of a movsble nature by the Cordractor shr[ r;;;-the prop€rty ofthc Contrastor. Th€ Cont actor siall havc the right to removc and r€-€x1rort such m8t€rials aad equipmort, plant anrl othi ir"t il;^ from the Pbilip,pines, subjcct to existilg ruI"" ;d ,"grl"tio;. In;-of c€ssation ofMdng Opcr.tioDs-on public lands occasioneO by its vohrnia.y A -z+\ i ..1' I I (\/ ,s \ \- -/ or withdravral, the Contractor shall have a period of one (l) ebsBdoment year from the time of cessation within which to remove its imp.ovsments; otherwisG, all socisl infiastuctures aod facilitics sball be tumed over or donated tax free to the proper govemment authorities, national or local, to ensule that said infrastruotwes and facilities are contifluously maintsincd and utilized by the host 8Dd neiShboring communities. SECTION XItr EMPLOYMENT AND TRAINTNG OT PEILIPPINE PERSONNEL The Contractor sgrces to eDploy, to the extent possible, qualified Filipino personnel h all types of miring operstions for which they are qualified; and aftcr Commercisl Production comrnenc€s shaL h coDsult8tion and with cons€n of thc Covcrlrlncnt, prepare and undenake an extensive trairing progranme s.ritable to Filipino nationals in all levelg of employmert. The objective of srid prografime shall bc to rerch within the time tsble set forth bclow the following targds of'Tilipinization'. Unskilled Skilled Clcrical Professiolal Marugemert 900/0 Year l lCXl%1000/膜1000/0 900/0 Year 3 10P/01000/.1000/. 900/0900/膜 Year 5 1000/膜10/膜10/膜 900/.900/. Year 7 1000/01000/膜lP/. 1000/0 lm/腂 Year 10 1000/.1000/0 1000/0 1000/o100% Year 15 1000/膜100%1000/. lm/. 1000/0 13.2 Cost and expens€s oftraining slch Filipbo personnel aod thc Cotrtractor's own employees shall be included in the Operating Expenses. 13.3 The Contractor shall not discriminate on the bEsis of gender aad shall resp€ct the right of women workers to participste h policy and decision- makilg processes affecring their rightE and benefits. SECIION XIV ARBITRATION 141 The Govemmcnt and the Cortracior shall coDrult with €3ch oth€r in good frith and shsl exhaust all 8vEilable rflrcdies to s€ttlc rny atld rll disputes or disagreements arising out of or rekrting to th€ wlidity, interFetstions, enforceability, or performance of this Agrcem€nt before resulting to artitration as provided for h Section 14.2 below. 142 Any disagreem€,Dt or dispute which c€tr qot b€ settled amicabty within a period of one (l) yesr from the time the iszue was raised by a party shall be s€ttled by I tribunal ofthree (3) arbitrators, one to be appointed-by the Contractor, 8trother to be appointed by thc Secret!ry. me nrst't*o appoimed arbitrtors dull coatinue to consider nanres ofqualified pcrrcns until agrecment on 8 mutually acceptdle Chairman of the triUunal is selected. Such arbitrstion sb8ll be initiated tnd cooducted pursualt to Republic Act No. 876. otherwis€ known as the ..Arbitration Acr;' r. -?r\ \ 19 荨 In any event, the aditration shall be conduced agplying the substantive lsws ofthe Republic ofthe Philippines. 14.3 Each party shall pay 6fty per centum (5elo) ofthe fe€s and expeos$ ofthe Arbitators and the costs of arbitration. E3ch party shal pay its own costs and attomey's fee. SECTION XV SUSPENSION OR TERMINATION OF CONTRACT, TAX INCENTIVES AND CR.EDITS This Agreement may be suspended for failure of the Contraaor: (a) to comply with sny provisior or requirement of the Philippine Mning Act of 1995 and/o, its l.rnplementiflg Rules and Regulations; (b) to psy taxes, fees and/or otier charges dernandable and due th€ Governmert. This Ageement terminates or may be termhated for the following causes: (a) expiration of its term whether original or renewat; (b) withdr8wsl from the Age€ment by the Contractor, (c) violation by the Contactor of the Agreement's terms and conditions; (d) failure to pay taxes, feayor charges or financial obligations for two (2) consecutive years; (e) false statemem or omission of faas by the Coffractor; and (f) any other caus€ or rqason ided under the Act and iti Implementing Rules alld ReguletioN, or any other relevant laws and regulations. 15.3 All statements made in this Ageement shall be considered as conditions aad essential pans hereof, and any fElsehood in said statements or omission offacts which rnay alter, cb8nge or af€st subslartially the fact set forth in sEid statements shall be a ground for its revocation and termination. 15.4 The Contractor may, by giving due rotice at any time during the term of this Agre€ment, apply for its crnc€llatioo due to c€us€s whiclf in the opinion ofthe Contractor, render continued mining operation no longer feasible or viable. Ir this cas6, the Secretary sha.ll decide on the application within thirty (30) days from notice: kovided, That the Contractor has mer all the financial, ffscal and legal obligations. 15.5 No delay or omissions or course ofdealing by the Govemment shall impair arly of ib rights under this Agreement, except in lhe cas€ of & wdttetr waiver. The Govemment's right to s€ek rc€ours€ and relief by 8ll other m€ns shall not be aoffhu€d as a waiver ofany succeeding or otho defauk unless the contrary intentiotr is reduced in wdting afld si$ed by the party authorized to exercise the waiver 15.6 h cas€ of teTminatior! the Cofiractor drall pay all the fees and other liabilities due up to the efld of the yesr in e.hich the terminstion becomcs effective. The Contl&ctor shall immediately carry out the restoration ofthe Contract Area in accordance with good midng industry Factice. 15.7 The withdrawal by the Conrractor from the Mineral Agreemeflt shall not release it from any and all firuncial, elvironmsota.l,- t"c"l -a nr""l obligatioos under this Agreeinefl, -P- I \ 20Atr /' 15.8 The following acts or omissio4 inter dlid shall constitute breach of eontr&ct upon which the Government may exercise its right to terminate the Agre€ment: a) Failure of the Coltractor wirhout valid relsoa to commerc€ Commercial Production within lhe period prescribed; and b) Failure of the Contractor to conduct mining operatioN and other activities in accordance with the approved Work Programs and/or any modification thereofas approved by the Director. 15.9 The Government may zuspend and cancel tax incentives and credits if the Contrsctor fails to abide by the terms and corditions of said incentives and credits. SECr10N xvl OTEIER PROVIS10NS .l Any reams and conditions rEsulting from repeal or ame[dment of any existing laws or regulation or from the emctment of a law, regulstion or administrative order shall be considered a pafi of this Agreement. Noucc A.ll notices, demands aad other communications required or permitted hereunder sha.ll be made in writing or by tele( or telecopy and shall be deemed to have been duly givo in the case of t€le( or telecopy ,totic! if ar$w€Ied back or canfrmation received, or if delivertd by hand upon receipt or tetl rlays after being dQosited h the mail, airmail postage prepaid and addressed as follows: Ifto the Government: TE SECRETAnY D€partrnsnt of Enviroment atrd Natual Resources DENR Building , Visayas Avenue Diliman, Quezon City Ifto the Contr8ctor : JOSE P. DE GUZMAN Presidsr Mnimax Mioeral Explorstion Corp. 46FloorJ&TBuilding Ramon Magrays&y Btvd., Matila Either pany rnay sub*ih{e or chElu€ such address on notice tlereofto the other party 16.3 Governiry Inw This Ageement and the relation between th€ parties hereto shsll be b/ in accordance with the-taws of 腜腝 -djryed 腜the 腜腒 腜Republic 腜荽腝 腜腝 oi 腅腅 .g:]:T:d r腜 ^ thc Phlllplhe, Thc cOntractq陝 膇S and膋 ge,ItSertO腂 b 腂mply 镓 1)t]赈 t 苢 软 with the provisions oflhe Ac! its Implementing Rules and Regul&tions and other relevant laws alrd regulations. 16.4 Suspensiooofobligation a) Any failure or delay on tlle part of ary party in the performance of its obligation or duties herannder shall be excus€d to the extent attdbutsble to Force Majeure. b) If Mining Operations are delayed, curtailed or Eevented by such Forc€ Majeure causes , then lhe time for enjoying the rights and carrying out the obligations thereby affected, the term of this fureemenr and all rights and obligations hereunder shall be extended for a pedod equal to the period involved. c) The party whose sbility to perfonn its obligatioDs shall promptly give Notice to the other in writing of any such delay or failure of performance, the expected duration thereof, and its afiicipaled effect on the Paiy expected to p€rform and shall use its eforts to remedy such delay, except that neither Party shall be under any obligation to settle a labor dispute. 荖 16.5 Amendments This Agre€ment shall not be armulled" amended or modified h any respect except by mutual consent in writing of the herein partiei. IN WITNESS WEEREOF, the Parties hereto have executed this Agreemenr, as ofthe day and year first above written TEE REPUBLIC OF膡 uE BY: H.CERILLES 腜 Secretary of Environment and Resources ACKNOWLEDGMENT Republic of the Philippines))ss lJ,.r.,,l 0",ezrn 'Ji Beforc me, a Notary Public for and in the City of 6le z-,r"r personally appeared HON. AI{TONIO E. CERILLES, with Comtnudty Tax Certificate No. 9426710-E issued on ranuary l, 1999 at Sumadat, Dumalinao, Zamboanga del Sur h his capacity as Secretary of the Dspartment of Etrvho nefi and Natual Resources and JOSE P. DE GUZMAN, with Cotnmuoity Tax Certificste No. 00012,145 issued on February 24, 1999 st Mak&ti City, in his capacity as President of Minimax Mineral Exploration Corporation both knorrn to me end to m€ known to be the same persons who €xecutd the foregoing irstrument consisting of twenty three (23) psges, including this aclnowledgment page, and acknowledged to me thrt thc same is their vohmiary acts arld deeds. s€al, this IN WITNESS W蝕EREOF,l ha膡ehereunto set my hsnd and affx my lotErial 诘苨腁.day OF 荮 /mRttc莌芡 Doc. No. t!l ffitJq. {6r az1 ((oo ac 裻 蹭 Senes of 19隳 荖 fle.:!m&.r!q.Ar.d6 Bi!.d (l+M.y-99) t:52rtl PM /腌 ||莓 (腒 23