腟 ` 腜 芨 . 1 , , Revised Integrated MPSA for Non - Reservation Areas 蝗腹INERAL PRODUCT10N SHARING AGREE膡 lIENT -97-v . 09芤 MPSA N膜 "Agreement") is 鑆芳  1諭 腍Is蹍 諭 day of 雴 T'1談 1鎼 臷:鑬 韭1荍 THE REPUBLIC OF THE PHILIPPINES ,hereinafter referred to as the G0VERNMENT, represented in this Act by the Secretary of the Depa(ment of Environment and Natural Resources, with offices at Department of Natural Resources Building, Visayas Avenue, Diliman, euezon City, Metro Manila and BASE METALS MINERAL RESOURCES CORPORATION (BMMRC), A corporation duly organized and existing under the laws ofthe Republic of the philiooines. hereinafter referred to as the coNTRAcroR, with of{ices at the 4'h and 6,h Floor, Trans Phil House 1177 chino Roces Ave., cor. Bagtikan st., Makati city 1231 and represented in this act by its chairman, FRANK N. LUBBoCK, as authorized by its Bo;rd under Annex "A" which forms an integral part hereof. WITNESSETH: WHEREAS, the 1987 constitution of the Republic of the philippines (the ..constitution") provides in Article XII, section 2 that all lands of the public-iomain, waters, minerals, coal, petroleum, and other natural resources are owned by the State and that tne exploration, development and utilization shall be under the fuil control and supervision of,the State; WHEREAS, the constitution further provides that the state may directly undertake such 腠 activities, or it may enter into a co-production, Joint venture, or Mineral production sharing_Agreement with Filipino citizens, or cooperatives, partnerships, corporations or associations at least sixty per centum ofwhose caiitalization- is owned'by suc'h citizens; yHPRx+s' pursuant to Republic Act No. 7942, otherwise known as ..The philippine Mining Act of 1995", which took effect on 09 April 1995, the S."r.tu.y # in" Department of Environment and Natural Resources is authorized to enter into Mineral Production Sharing Agreements in furtherance of the objectives of the Govemment anJ the constitution to bolster the national economy through sustainaUe ana systematic WHEREAS, the government desires to avail itself of the financial resources, technical competence and skill which contractor is capable of applying to the mining operations of the project contemplated herein; WHEREAS, the contractor desires to join and assist the Govemment in the sustainable development and utilization for commircial purposes ofcertain gold and silver and other minerals existing in the contract Area (as hereinafter defined fand any other Minerals which may be discovered in such Contract Area; g!_ t/2-.- 膌 英 腞 膌 艖 莀 菊 Itevised lntegrated MPSA for Non-Reservation Areas WHEREAS, the contractor has, or has access to all the financing,technical competence, technology and environmental management skills required to piomptly and efiectively carry out the objectives of this Agreement. Now' THEREFORE, for and in consideration of the premises, the mutual covenants, terms and conditions hereinafter set forth, it is hereby stipulated and agreed as follows: SECTION I SCOPE 1.1 This Agreement is a Mineral Production Sharing Agreement entered into pursuant to the provisions of the Act (R.A No. 7942) and its Revised Implementing Rules and Regulations. The primary purpose of this agreement is to provide for the exploration, sustainable development and commercial utilization of gold and silver and other mineral deposits existing within the Contract Area, with all necessary services, technology and financing to be fumished or arranged for by the Contractor ln accordance with the provisions of this Agreement. The Contractor shall not, by virtue of this Agreement, acquire any title over the contracVmining area without prejudice to the acquisition by the Contractor of the land/surface rights through any mode ofacquisition provided for by law. 苂 腥 The Contractor shall undertake and execute, for and on behalf ol the Govemment, sustainable mining operations in accordance with the provisions of this Agreement, and is hereby constituted and appointed, for the purpose of this Agreement, as the exc-lusive entity to conduct mining operations in the Conhact Area. 13 The Contractor shall assume all the exploration risk such that if no minerals in commercial quantity are developed and produced, it will not be entitled for reimbursement. 14 D-uring the term of this Agreement, the total value of production and sale of minerals derived from the mining operations contemplated herein shall be accounted for and divided between the Government and the contractor in accordance with Section VIII hereof. SECTION II DEF'INITIONS As used in this Agreement, the following words and terms , whether singurar or plural, shall have the following respective meaning : 2.1 "The Act" refers to R.A. No. 7942, otherwise known as the ..philippine Mining Act of 1995" 2.2 Agreement means this Mineral production Sharing Agreement 2'3 Associated Minerals mean other ores/minerals which occur together with the principal ore/ mine: rar -zs ?L r" Revised Integrated MPSA for Non-Rescrvalion Arcas 2.4 Bangko SentBl means Bangko Sentral ng pilipinas. 2'5 Budeet means an estimate of expenditures to be made by contractor in mining operations contemplated hereunder to a."o.pii.h the Work Program for each particular period. 2.6 CaleJrdar Year or year means a period of twelve (12) consecutive months starting with the first day of January and ending on December 31, while "calendar euarter" means a period of three coisecutive months with the first calendar quarter starting with the first day of January. 2.7 Cgmmercial production leans lhe production of sufficient quantity of ' minerals to sustain economic viabilityof mining operations reckoned irom the date ofcommercial operation as decrared b/the contractor or as stated in the feasibility study, whichever comes Iirst. 2.8 constitution or philippine constitution means the r9g7 constitution of the Republic of the ph ippines adopted by the constitutional convention of 1986 on October 15, 1986 and ratified by the people of the Repubiic oi the Philippines on February 2, 1987. 2.9 Contract Area means the area onshore or offshore delineated under the Mineral Production sharing Agreement subject to the relinquishment obligations of the Conhactor and properly defined by tutitrO" unJ longitude. 2'10 contract Year means a period of twelve ( 12) consecutive months counted from the Effective Date of this Agreemeni oi from the u*iu".ru.y oiru.i Effective Date. 2.11 9=t"!l""Jql means Base Metals Mineral Resources Corporation (BMMRC for brevity)r_ or its assigree or assignees of interest under this Agreement provided the assignment of Ly of such interest is accomplished pursuant to the provision of the Implemertlrg nut". uJ Regulations (DAO 96_40), or in accordance *itt i"ition f t .Z il). 2.12 Declaration of Mining Feasibility means a document proclaiming the presence of minerals in a specific site that .."ou..ubl" by ;;dly acceptable, environmentally safe and "r. specified in the Mine plan. economically sound methods Development 2.13 Department or DENR means the Department of Environment and Natural Resources. 2.14 Director means the Director of Mines and Geosciences Bureau. 2.15 Effective. Date means the date of execution of this Agreement by Contractor and bythe Syetary in U"t oitf,"