腒
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        REEMENT
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              M:NERAL PRODUCT10N
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    No.  225-2
                                                                                                                                                                                                                                                                                                                                                                                                              This MiNERAL PRODUCT:ON SHARINGentered into
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  made and                                                                                                                                                                                                                                                                                                                               by 
                                                                                                                                                                                                                                                                                                                                                                                                                 in Quezon City, Philippines, thisand
                                                                                                                                                                                                                                                                                                                                                                                                              THE REPUBL:C OF THE PH:LIPPINES,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                referred to as the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     of the Departrnent of
                                                                                                                                                                                                                                                                                                                                                                                                                 Environment and Natural Resources, with                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                the Department of
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         venue, Diliman, Quezon
                                                                                                                                                                                                                                                                                                                                                                                                                 Cty
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          and existing under the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             asthe CONTRACTOR,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            , Makau CIy and
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   as authorizecj  by its
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 ||      |
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         C provides in
                                                                                                                                                                                                                                                                                                                                                                                                              WHEREAS,the 1987 ConsltuJon of the鍗                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Philippines 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      lpub腡
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    waters, minerals,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    the State and that thei腵
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   beand
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  the full contrcl 
                                                                                                                                                                                                                                                                                                                                                                                                               supervision of the Statei
                                                                                                                                                                                                                                                                                                                                                                                                              WHEREAS, the Constltutionfurther pr9vldes
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     State may directly
                                                                                                                                                                                                                                                                                                                                                                                                                 undertake such activities, or it may enter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            a Joint Ven'.ure, or
                                                                                                                                                                                                                                                                                                                                                                                                                 Mineral Production Sharing Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Fi
                                                                                                                                                                                                                                                                                                                                                                                                                 partnerships,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           , or cooperatives,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     corporations or associations at least                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           per centum of whose
                                                                                                                                                                                                                                                                                                                                                                                                                 capitalization is owned by such citizens;
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
                                                                                                                                                                                                                                                                                                                                                                                                              WHEREAS, pursuant to Republic Act
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               "The
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           7q42,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    known as 
                                                                                                                                                                                                                                                                                                                                                                                                                 Philippine Mining Act of 1995," which                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           ect on
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                took                                                                                                                                                                                                                                                                                                                                                                                                                                                                           i11995,the Secretary
                                                                                                                                                                                                                                                                                                                                                                                                              of the Department of Environment and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               is authorized tc enter
                                                                                                                                                                                                                                                                                                                                                                                                                 into Mineral Production Sharing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           芉            腀     芎                                                                                                                                                                                                                                                                                                 of the objectives  of the
                                                                                                                                                                                                                                                                                                                                                                                                               Government and the Constitution to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     腃          芔                   芅                                                                                                                                                                                                                                                                                                                                                                                    economy through
                                                                                                                                                                                                                                                                                                                                                                                                              sustainable and systematic development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               util
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      mineral lands;
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      the financial resources,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    1
         WHEREAS, the Contractor desires to joifi and a
         rational rational  exploration exploration  ol oI copper copper and and other other associatedassociatec
         development  and utilization for commerciQl  purpo
         associated mineral deposits existing in the 0ontrdct
                            ii
  莓
  V
                                                               SECT:ON腡
                                                             DEF:N:T:ONS
                     plural, shalt have the following respective mqaning
                     2.1. Act refers to Republic Act No. 7944. olhe
                             Mining Act of 1995.'
                                                                          i
                     2.4.
                     t3.
   tlr
                     2.6.
                     2.7.
                     28.
                     29
                      2.10.
                      2.11.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                   proclaiming 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           Mininq Feasibilitv                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                                                                        213of 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Declaration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 recoverable by socially
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             presence of minerals in a sPecific                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         y sound methods
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             acceptable, environmentally safe
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              specified in the Mine Development P
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        and flatural
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     DENR  means the
                                                                                                                                                                                                                                                                                                                                                                           214Department o腵
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               Bureau.
                                                                                                                                                                                                                                                                                                                                                                           215
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                this Agreement by the
                                                                                                                                                                                                                                                                                                                                                                             216
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 Contractor and by the Secretary on behalf
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       physical,
                                                                                                                                                                                                                                                                                                                                                                              2.1 7. Environmeni means a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Of
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               and social.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       t hi
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 ecological, aesthetic, cultural,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              means searching or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          mineral resources by
                                                                                                                                                                                                                                                                                                                                                                              218
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Exploration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            remote sensing, test
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 geological,  geophysical and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       ,                                                                                                                                                                                                                                                                                                                                                                                                                                                     for
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      or any other means 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 pitting, trenching, dri腡ing, shaft
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    quality and quantity of
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                the purpose of determining the
                                          膩 and the feasibility qf min                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           for profit.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    mineral resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           EfFeclve Date of this
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            shall mean the
                                                                                                                                                                                                                                                                                                                                                                                 219Period 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     Exploration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                for like periods but
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Agreement, which shall be for two (2
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    not to exceed a total term of six (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   minerals and eight
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     (8) years for metallic minerals, subject                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       provisions of the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       implementing  rules and regulations of th
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              means acts or ci                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         beyond the reasonable
                                                                                                                                                                                                                                                                                                                                                                                   220Maieure 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Force                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     ited towar, rebellion,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     control of the Contractor including
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       insurrection, riots, civil disturbances,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    rtage, embargo, strike,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        lockout, any dispute with surface lr                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        other labor disputes,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       epidemics, earthquake, storm, flood                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       weather conditions,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       explosion, fire, adverse action by 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    or by any of its
                                         車艢芔艮芆 any public enerny and
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               芗                               芈                  芉                 芃                                                                                                                                                                       affecied party has no
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          reasonable control.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          currency                                                                                                                                                                                                                                                                                                                                                                                                                                                               the currency of the
                                                                                                                                                                                                                                                                                                                                                                                       2 21  Foreion Exchangemeans any 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    acceptable                                                                                                                                                                                                                                                                                                                                                                                                                                                            Government and the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Republic of thePhilippines 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Contractor
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             ic ofthe Philippines or
                                                                                                                                                                                                                                                                                                                                                                                       222
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Government means the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           any of its agencies and
                                                                                                                                                                                                                                                                                                                                                                                       223
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           Gross Output means the actual                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            the minerals or rnineral
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           products from each mine or mineral                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   as a separate entity,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        without any deduction for mini                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          refining, transporting,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           handling, marketing or any other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         That if the minerals
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          or mineral products are sold or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                by the Contractor under
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           C.l.F. terms, the actual cost of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             insurance shall be
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          deducted: Provided further, That in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    mirieral concentrates which
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          are not traded in commodity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     lippines or abroad
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           苂
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          腞
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 膌
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      膌
                                                                                 l
                            as copper concentrate.  the actual market val
                            quotation of the refined mineral products conta
                                                                                                    incurred in the
                                                            !鑥苓n諭
                                           l菌lttn隂
                            mtt菅誟
                                                      Fl:腸
                            process of converting mineral                                           metal traded in
                            those commodity exchanges.
                                                                       k prepare an ore body or
                    224Mine Development  refers to wo腵
                            a mineral deposit for mining,                                              of necessary
                             infrastructure and related facilities.
                                             mean all naturally occurring in                  substances in solid,
                    225Minerals 
                             liquid, gas or any intermediate state excludi                       materials such as
                    226
                    227
  腣
                     228
                             feasibility study, environmental impact i
                             utilization, mineral processing and mine rehabil
                                            means notice in writing, telex or
                     229
                             Notice 
  荣
                     232
                     233
                     234
                       expenditures for development of host and             communities and of
                       local geoscience and mining technology, 33             and approved in
                                                                            ofthe Act
                       "ccordance  with the implementing rules and re
                                                  SECT:ONl::
                                           TERM OF
                                                                           years from Efiective
                                            have a term of
                31   This Agreement sha腡
                       Date, and may be renewed                            term not exceeding
                       twenty five (25) years. The                              as well as the
                       changes in the terms and conditions                 upon mutual consent
                       by the parties ln the event the                         to allow mining
                                               other                     be through competitive
                                            bY                , this
                       operations thereafter                                         shall have
                                                           l of
                                                                          Contractor 
                       public bidding  After due publicati
                                                                              of all reasonable
                       the right to equal the highest bid
                       expenses ofthe highest bidder
  菁 iV
                                              CONTRACT
                 41  Size, Shape, and Location of                           Agreement covers a
                       Contract Area of  aPProximatelY                     Seventy Nine and
                                                                         Compostela  ValleY and
                       200荭10,000(6790200)heCtares,
                       bounded by the following                                (please refer to
                                   -1:50,000 SCale LocaJon
                       ANNEX"B腧
                                Corner                                  Longitude
                                   艐              芒  閵                   腅
                                                                            01'1476"
  远)荖
                                   艑              芒  镹                      01'1476"
                                   艒              芒  閵                      02'1346"
                                   艓              芒  镹                      02'1346"
                                   艔              膍  閵                      02'1835"
                                   艕              膍  閵                      02'2872"
                                   艖              膍  菋                      03'1713"
                                   艗              膍  菋                      03'1580"
                                   艘              荁  菋                      03'2167"
                                   腨              荁  菅                      03'2167"
                                   艐              膍  菅                      02'4255"
                                    艑             膍  荃                      02'4255"
                                    艒             膍  荏                      02'1345"
                                    艓             膍  荏                      02'1345"
                                    艔             膍  荏                      01'5389"
                                    艕             荁  荏                      01'5389"
                                    艖             膍  荏                      02'0367"
                                    艗             膍  菋                      02'0367"
                                    艘             膍  菋                      01'4411"
                                                        6||
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     腵
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     艑                          艏                                                                                                                                                                                                                                                                                                                7腅01'4411"
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            22'3152"
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     艑                         艐                                                                                                                                                                                                                                                                                                                   7腅01'2454"
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            22'3152"
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     艑                         艑                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            膋
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             01'2454"
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 7腅23'0081"
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         I
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         IL
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         I
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    sEcfloN  |
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        ii 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            i
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   EXPLORATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                              i
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             PERIOD
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            i
                                                                                                                                                                                                                                                                                                                                                         51-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Exploration
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             Timetable for Exploration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        The Contractor s                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              commence 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             activities ior copper and associated minerAl d                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            not later than three
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               /.)\                                                                                                                                                                                                                                                     ^r+^- $-^  raart^^ti,,^  n^r^  t^J  ^  ^^.:^,.r                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                (2) years, 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        e Date fo腡renewable
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         -^^.a^ 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             (3)monthS after the EfFect蹳l pettOd
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 (8) years, subject to
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             accordance wiih the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        誗
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    ]1闣
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         趮鍑鞑
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |||    |
                                                                                                                                                                                                                                                                                                                                          52
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               Renewal of Exploration Period - ln cdse thb C                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             or opts for a renewal
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             of its Exploration Period. it shall file prior t                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             expiration thereof, a
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        酏e陑
      腜 Bureau Central Office,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            R苦stipulated  in  the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   轖
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     鑆郡
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                grant 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                thethe
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             implementing rules and regulations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                Director may 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             renewal of the Exploration Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             the Contractor has
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             substantially complied with the terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       of the Agreemeni.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           the six(6)腜or eight
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               ln cases where further exploration is
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             (B)-year period and on condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            has substantially
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             implemented  the Exploration  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        Programs as verified
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             by the Bureau, the Director may                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             of the Exploration
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               Period: Provided, That the Contraotor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    required to set up a
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            performance surety equivalent to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     requirement of the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             Exploration and Environmental  Work
                                                                           V
                                                                                                                                                                                                                                                                                                                                         53
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            Work Programs and Budgets - The                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              strictly comply with the
  苞
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            approved Exploration and Envi                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 together w th
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          their corresponding Budgets (please refei to At                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             S "C" and "D").
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          The amount to be spent by the Contractor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   conducting Exploration
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            activities under the terms of this Agreement dr                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              the Exploration Period
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            shall be in the aggregate of not less than th,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      for each of the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            Contract Years, as follows:
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          For the Exploration  Work Program:
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                lst Contract Year
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         1,419,00000
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         2nd Contract Year
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      5,423,00000
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         銚otal
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   61842,00000
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          For in the event of renewal of the Exp10腵                                           the Environmental Work Program                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 700,00000
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   amount to be spent
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    110n
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      every year sha腡
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        first be agreed upon by the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       裪 腞
          Contractor during the succeeding
       54
 莔
       55
       56
 腝
        57
                                                                          not later than thirty
                                                         菄hall be
                            annual accompiishment repon 
                            (30) days from the end of each            ear. Such information
                                                                         raw and processed
                            sha腡 include detalled
                                                                       ,        data plotted
                            geological, geochemical,  geoPhY
                            on a map at a minimum 1:50,000               of originals of assay
                            results, duplicated samples, field          es of originals from
                            drilling reports, maPS,                           implementation
                            and detailed expenditures                        deviations with
                            approved exploration and                     and budgets as well
                                                                              the exploration
                                                          kindduring 
                            as all other information of
                                                                           shall be subject to
                                             malon sub"Lted
                                         info腵
                            acJvlies A腡
                            the confldenla1ly clause ofthil Agr
                      bReport - l'he Contractor                       to the Director, through
                             Final                                       under oath upon the
                            the Regional Director
                             expiration of the Exploration              ll be in the form and
                             substance comparable to                             reports of
                             respectable international i                  incorporate all the
                             findings in the Contract Area               of samples, assays,
                             chemical analysis, and                       potentials together
  莄with a geologic map of 1:50,                                         minimum showing the
                                                                      腡 aiso include detalled
                             results of the exploration.                 Period. ln case of
                             expenditures incurred during
                                                                      upon request of the
                                          ing, the
                             diamond dri腡
                             Director/Regional Director                to the Regional Office
                             concerned a quarter of the                    shall be deposited
                             in the Regional Office Core Li              ng and reference.
                      CRelinquishment Report - The                      ll submit a separate
                                                                              report of the
                                                                      a scale of l:50,000 and
                                           er::li诎
                                      臨鱡
                             ER靷裠
                                                                ::
                                                  裠
                                                           轖
                             results of analyses and detailed           among others.
  荣 SECTiONIVi
                               DEVELOPMENT AND
                                 -                shall                          of the mine
                61The Contractor 
                       Timetable 
                                                           艏芎          with respect to c菍er
                       including the construction of      腃 腀                           菏菏
                       and associated mineral deposits,    芎芉芎         (36)monthS from the
                       submission and approval of the       腎            Feasibility, subject to
                       such extension based on justifiable             Director may approve,
                       upon recommendation  of the Regional Di
                6.2. Reporting                                         n sixty(60)dayS after
                             Annual - The Contractor shall sub
                             December 31 of each year, tb the          , through the RegiOnal
                             Director concerned, an annJal             ich states the major
                             activities, achievements  and detai              during thq year
                                                      9                                  腖
                            covered, including maPs,                   mineral analyses and
                            geological and                              reports during the
                            Development and Construction I
                                         腜 the completion of the
                                           VVithin six(6)|
                      bFinal RepOrt 
                            development and construction              Contractor shall submit
                            a final report to the D                   the Regional Director
                            concerned. Such rePort                     information in maps of
                            appropriate scale and quality,                       or reports in
                            accordance with international
                                            10PERA銚
                                                    :NG
                膌莏                                                           and commercial
                                  The Contractor sha腡
                      Timetable腝
                                                                          registration of this
                      ut臵lization activity immediately
                      Agreement with respect to gold and                mineral deposits. The
  莄conduct mining                                                     other activities for the
                      Contractor shall                                     the duly approved
                      duration of the Operaling Period in
                      Work Program and Budget, and                                  from the
                      Environmental lmpact Statement System (plet     refer to ANNEXES "E'
                      and "F"). Failure by the Contractor to undertr    commercial utilization
                      within the period in accordance with the sa          Program shall be
                                                                       - During the Operating
                72
                                                                       , through the Regional
                                                                        covering a penod of
                                                                         later than thirty (30)
                                                                       by the previous Work
  芷
                                                                        the Operating Period
                                                                          that specified in the
                                                                        three (3) years of the
                      feature in the Work Program or Budgei, it
                       receipt thereof, provide a Notice to the C(
                      detail its reasons therefore. Promptly
                       Contractor will meet and endeavor to aq
                        proposed revision shall, in so far as possible,          ed out as prescribed
                        herein. lf the Government should fqil within          (60) days from receipt
                        thereof to notify Contractor of the proposed r           , the Work Program
                        and Budget proposed by the Contractor shall b              to be approved.
                        It is recognized  by the Government and the (              that the detalls of
                        any Work Program may require changes                 the light of changing
                                                                                   : Provided,That陚
                        circumstances. The Contractor may make
                        shall not change the general objective of                Program: Provided
                        further, That changes which entail a varie           at least twenty percent
                                    be sublectto the approval of
                        (20%)sha腡
                        The Government's approval of a proposed W             rogram and Budget will
                        not be unreasonably withheld.  i
                                                                               other activities for the
                                              conduct Mining O
                        The Contracto腵sha腡
                                                                                  the duly approved
                                                                :诺|
                                         PT::韆:蹄
                        諭:銲轑鍟
                                                    苔
                                腶鞐
                                                                                          may make
                 73Contractor 
 腛                                                                                      of the mining
                                                                                       may consider
                        necessary for the operations: Provided, That             s shall be embodied
 苂
    腜
                        b
                                                                              manufactured  in the
                                                                                 to the intermediate
                                                                                                                         and of the terms at
                                                         which they were disposedi   
                                                                                                        腝
                                                                                                                             at the end of the
                                               b.2. Work accomplished and worlt in
                                                         year in question with resPect                                 the installations and
                                                         facilities related to the utilizati                                        including the
                                                          investment actually madb or comt                             and
                                               b.3. Profile of work force, inCluding m                                         and staff, stating
                                                         particularly  their nationalities,                          Filipinos, their place of
                                                         origin (i.e., barangay, toln, Pr
                                     The Contractor shall also comply with                                          reporting requirements
                                                                                                                         ofthe Act
                                     nrovided for in the imolementino rules and :                      i
                                     provided for in the implementing rules 
                                                                               SECT:ON V蝖
                                                                             FISCAL RECIME
   d
                                                                                               I of thi                      shall be governed
                                                                 - The fiscal regime 
                          81Principle 
                                     General                                                 tne Go                     expects a reasonable
                                     by the prlnciple according to which 
                                     return in economic value for the dltilizal                                      non-renewable n-iineral
                                     resources under its national sovereignty  '                                        Contractor expects a
                                     reasonable return on its investment wlth sp,                                            to be taken for the
                                     high risk of exploration, the terms arld cor                                    prevailing  elsewhere in
                                     the industry and any special efficiency to t                                      by a particularly good
                                     performance  of the Contractor.
                           8.2.      Registration  Fees - Within fifteen (1                                          receipt of the notice of
                                     approval of the Agreement from                                                   Office concerned, the
                                                                                                                                    with the said
                                     Contractor shall cause the reqi                                                             provided in the
   rr                                Regional Office and pay the                                                          rate 
                                     existing rules and regulations. F                                                               to cause the
                                     registration of this Agreement                                                             period shall be
                                                                                atiOn of
                                     sufficient ground for ca19e腡
                           8.3.      Occupation Fees - Prior to reg                                                             and at the same
                                     date every year thereafter, the                                                     to the Municipal/City
                                     Treasurer concerned an occupation fee                                             Contract Area at the
                                     annual rate provided in the existing                                                          !fthe fee is not
                                     paid on the date specified, the                                                   a surcharge of twenty
                                     five percent (25%) of the amount due                                                 occupation  fees.
                           84
                                     Share of the Government - The                                                    shall be the excise tax
                                     on mineral products at the time of                                              the rate provided for in
                                     Republic Act No. 7729 amending                                                  of the National lnternal
                                     Revenue Code, as amended, as well as                                             , duties and fees levied
                                     by existing laws. The Excise Tax shall                                            the nearest Bureau of
                                     lnternal Revenue Office in the provincE c
                                                                                           苂
                                                                                           艓
                                                   For purposes of determining the amount of                                                                              Government Share,
                                                  the Contractor shall strictly comply with                                                                               ng and accounting
                                                   requirements prescribed under existing laws                                                                                wlh Seclons 290
                                                                                                                               OCated i
                                                                                                                   be a腡
                                                  The Government Share sha腡
                                                                                                                                                                   known as "The Local
                                                   and 292 of Republic Act No 7160, Otl
                                                   Government Code of 1991 ."
                                                                    of Sales - The Contractor shall d                                                                  the minerals and bY-
                                    85Pricing 
                                                   products produced at the highest market pr                                                                       iling in the localitY: The
                                                   bontractor shall also pay the lowesl                                                                           marketing commissions
                                                   and related fees and shall negotiate for                                                                                                    terms and
                                                   conditions subject to the right to enter into I                                                                          sales or marketing
                                                   contracts or foreign exchange and commodity                                                                     ing contracts, which the
                                                                                                                                                                                          that the sale
                                                   Government acknowledges to be acdeptable                                                                               to lme be lower,or
                                                   price of the minerals and by-product$ may f
                                                   ih" terms and conditions of sales afe less                                                                            , than that available
                                                    elsewhere. The Contractor shall seek to s                                                                      balance between long-
                                                   term sales or marketing contracts or forelgl                                                                                     and commoditY
                                                    hedging contracts comparable to policies                                                                                      by independent
     苇mining ihdustry.
                                                    producers in the international 
                                                    The Contractor shall likewise se$k a                                                                                    distribution among
                                                    consumers. lnsofar as sales to                                                                                            s) are concerned,
                                                    prices shall be at arm's length standard,                                                                                        offers for large
                                                    scale and longterm contracts shall be pr                                                                       Before any sale and/or
                                                                                                                                                                      and future mai-keting
                                                    contract(s)/sales agreement(s) shall I be                                                                          to the Director. coPY
                                                    furnished the Regional Director                                                                                                    . At the same
                                                    time, the Contractor shall regularly                                                                                          in writing of any
                                                    revisions, changes or additions in                                                                                                   S)
                                                    The Contractor shall reflect in its                                                                                Report on Production,
                                                    Sales and lnventorY of Minerals,                                                       芏  芎   腝  芎 芔             the lntegrated Annual
     莓reg s) of the marketing
                                                     Report, the corresponding                                                                  
                                                    contract(s)/agreement(s) governing                                                    芔 芈  芁腀 芎   芃                  of minerals.
                                                                              Minerals - lf minerals other                                                          , gold, molybdenum  are
                                      86Associated 
                                                     discovered in commercial quantities in the                                                                      Area, the value thereof
                                                     shall be added to the value of the prir                                                                                 I in computing the
                                                     Government share.
                                                                                                                                      i
                                                                                                                        - Within the                                         stated herein, the
                                      91to Government 
                                                     Submission                                  p:r:荍
                                                                                                                                                                      , through the Regional
                                                                                                                                             1:for the
                                                                                                             ]:131:腷11:腸Budget 
                                                     :膊:[iFl(芫:i::ln:腷
                                                     Contract Area stating the Mining Operations                                                                    expenditures which the
                                                     Contractor proposes to carry out during the                                                                    covered with the $etails
                                                                                                                                                                                             *./      /  I           /    1/
                                                                                                                                                                                                     U /u
                                       particulars  set forth elsewhere ir| this                           or in the supoorting
                                and 
                                documents.
                       9.2. Government's Examination and Revision of                                   Program - Should the
                                Government decide to propose a revision to a                             specific feature in the
                                Work Program or Budget, it shall, within                              (30) days after i-eceipt
                                thereof, provide a Notice to the Contractor                           ng in reasonable detail
                                its reasons therefore. Promptly thereafter, the                                   and Corrtractor
                                will meet and endeavor to agree on                                           proposed by the
                                Government. ln any event, the                                           portion of said Work
                                                                                                     sha腡 fa腡 to notify the
                                Program or Budget in which the                                        as possible, be carried
                                Contractor of the proposed revision                                     d fall within sixty(60)
                                out as prescribed herein. lf the Government
                                days from receipt thereof to notify Contractor o                      proposed revisioi']s, the
                                Work Program and Budget proposed by the Ct                                  shall be deemed to
                                be approved.
                                                                  to Work Program -                   is recognized by the
                       93Changes 
                                 Contractor's                                that the detailr         any Work Program may
                                 Government and the Contractor                                                   The Contractor
                                 require changes in the light of changing Qit
   腛changes: Provided, That it                                                                        not change the general
                                 may make such                                                                        which entail
                                objective of the Work Program: Provided                                   changes 
                                                                                                       subject to the approval
                                                      葟asttwenty percent(20%)
                                a va腧ance of at 
                                of the Director
                                                                        of a proposed           |                and Budget will
                       9.4. The Government's approval 
                                 not be unreasonably withheld.
                                                                       SECT:ON X
                                                                                                           AND HEALTH
                               ENViRONMENTAL PROTECT:ON AN銆
   莿
                        101The Contractor sha腡 manage ts Miniin a technically,
                                                                       y and enviro
                                             y, socia腡y, cultura腡
                                                                                                                        manner to
                                financia腡responsible 
                                 achieve the sustainable development o                                and responsibilities as
                                 provided                                                                ions ofthe Act
                                             for under the implementing  rules
                        10.2. The Contractor shall ensure ihat the standards                                             protection
                                 are met in the course of the Mining                                    o the extent possible,
                                 control of pollution and the                                              mined-out areas or
                                                                                       y
                                 materials                                     socia腡
                                               into economically and                                      forms must be done
                                 simultaneously with mining.
                        103
                                 The Contractor shall submil an                                            Program during the
                                 Exp10ratiOn Period as prescribed in
                                                                                                          rules and regulations
                                ofthe Act
                        10.4. An Environmental Compliance                                                   be secured first by
                                the Contractor prior to the conduct of                                      works, construction
                                of production facilities and/or mine
                                Area.
              105
                   Enhancement Program (EPEP) using             No- 16-2 covering all
                   areas to be affected by development, util     processing activities
 膍
              107
 腍
 VV
                                                                                       10.'l 1 . The Contractor shall be responsible for the                                                                                                                                                                                                                                                                             ssion of a final mine
                                                                                                                           rehabilitation and/or decommissioning 0la                                                                                                                                                                                                                                                                                                       its financial
                                                                                                                          requirements and incorporating the details i                                                                                                                                                                                                                                                                                         set forth in the
                                                                                                                           implementing rules and regulations of the Act.
                                                                                                                                                                                                                                                                                 SECT:ON Xl  l
                                                                                                                                                                              RIGHTS AND OBLiGATiONS OF TH
                                                                                     11 1  0bligations ofthe Contractor:
                                                                                                                                                             To exclusively conduct sustainable                                                                                                                                                                                                                       Operations within the
                                                                                                                                                              Contract Area in accordance with th(                                                                                                                                                                                                                 ions of the Act and its
                                                                                                                                                              implementing rules and regulations;
                                                                                                                                                                                                                                                                                                                                                                                             |
                                                                                                                         b
                                                                                                                                                             To construct and operate any facilities                                                                                                                                                                                                                       ed under the Mineral
                                                                                                                                                             Agreement                                                                                        i:i:[軇
                      V                                                                                                                                                                                                     or approved Work Program;
   莄
                                                                                                                        C1::镀鏱
                                                                                                                                                                                                                                         顨process 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 to be
                                                                                                                                                            To extract,remove,use and disppse of                                                                                                                       IIIIinl
                                                                                                                                                                                                                                                                                                                                                                                                                                                    as authorized by
                                                                                                                                                             an approved Work Program;
                                                                                                                        e permits 
                                                                                                                                                            To secure all                                                                                                                     necessary or                                                                                                           le for the purpose of
                                                                                                                                                             Mining Operations;
                                                                                                                                                            To keep accurate technical recoids about                                                                                                                                                                                                                   Mining Operations, as
                                                                                                                                                            well as financial and marketing                                                                                                                                                                                                                                  make them available
                                                                                                                                                            to Government representatives                                                                                                                                                                                                                                       the Director for the
                    V                                                                                                                                       purpose of assessing the                                                                                                                                                                                                                                                compliance 
荣 Contractor with the terms of                                                                                                                                                                                                                                                                                                                                                                                                                                                                           of the
                                                                                                                                                            representatives  of other                                                                                                                                                                         thiF                                                                                                                Authorized
                                                                                                                                                                                                                                                                                                               Governrferlt                                                                                                                          may also have
                                                                                                                                                            access to such accounts in                                                                                                                                                                                                                                                    ng laws, rules and
                                                                                                                                                            regulations;
                                                                                                                       S  To furnish the Bureau all the data and                                                                                                                                                                                                                                                                            gathered from the
                                                                                                                                                           Contract Area and that all the books of                                                                                                                                                                                                                                           and records shall
                                                                                                                                                           be open for inspection;
                                                                                                                      h
                                                                                                                                                          To allow access to Government duri                                                                                                                                                                                                                                                                                              hours in
                                                                                                                                                           inspecting the Contract Area and exami                                                                                                                                                                                                                        pertinent records for
                                                                                                                                                          purposes of monitoring compliance with                                                                                                                                                                                                                                         of this Agreement;
                                                                                                                                                          To hold the Government free and                                                                                                                                                                                                                                   from all claims and
                                                                                                                                                         accounts of all kinds, as well as demands                                                                                                                                                                                                                       actions arising out of
                                                                                                                                                         the accidents or injuries to persons or pr(                                                                                                                                                                                                                     es caused by Mining
                                                                                                                                                         Operations of the ContractOr andl
                                                                                                                                                         expenses or costs incurred by                                                                                                                                                                                                                                        Government for any
                                                                                                                                                                                                                                                                                                                                          the
                                                                                                                                                         STlamSamunlsdm腧
                                                                                                                                                                                                                                                                                                                                           1鎮
                                                                                                                                                                                                                                                                                                                                                                            襾
                                                                                                                                                                                                                                                                                                       16
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     unty:
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   ln the development ofthe com蝖
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               j.'l                                                                                                                                                To recognize and respect the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              and traditicns of
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      indigenous cultural                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              their ancestral lands
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    and to allocate royalty payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          less than one percent
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    (1%) of the value of the gross                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       minerals sold;
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   To coordinate with proper                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       in the development of
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             ,2
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   the mining community and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       living in the host and
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      neighboring  communities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              social infrastructure,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      livelihood  programs, education,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              electricity and medical
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      services. Where traditional self                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   ning income and the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    community activities are ident                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    to be present, the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Contractor shall assist in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       preservation and/or
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    enhancement of such activities;
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                j3                                                                                                                                                  To allot annually a min                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        (1'h) of the direct
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      mining and milling costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  implement the aciivities
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      undertaken in the development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 host and neighboring
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    communities.  Expenses for con                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             y development may be
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    charged against the royalty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 of at least one percent
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   腂f the gross outputfor the concerned
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    (1%) 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       indigenous cultural
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    To give preference to Filipino                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        who have estabiished
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               i4
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    domicile in the neighboring                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          , in the hiring of
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      personnel for its mining                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          lf necessary skills and
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    expertise are currently                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              , the Contractor must
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      immediately prepare and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       ining and recruitment
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      program at its expense; and
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    To incorporate in the Mining F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           ility Study the planned
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               i5
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    expenditures necessary to imp                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   (.3) of this
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          (11)tO
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Section,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 k
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    :n the development of Mining TOchnol
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Geosciences:
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    k.'1 .                                                                                                                                            ln the course of its                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                produce geological,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    geophysical,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              types of maps and
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    reports that are                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    and in format and
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    substance which are consister                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           the internationally
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   accepted standards and practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 maps shall be made
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   available to the scientific                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 in the most convenient
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   and cost effective forms,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              the condition that the
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   Contractor may delay releaie                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     id information for a
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 reasonable period of time which                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          not exceed three (3)
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                years;
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                To systematically keep the dala                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          ed from the ContracU
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                Mining Area such as cores,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        and other related
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                nancial data and make
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          17
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       1
                                           responsible for  develoPing                 ng, geoscience and
                                           processing technology subject                    condition that the
                                           Contractor may delay release                    to the science and
                                                                                i                period of time
                                           technology technology  community communlty within wltnln a
                                           which shall not exceed three 1P)
                                               transfer to the Governmeht                  mining company the
                                   k3To 
                                           appropriate technology it may                    in the exploration,
                                           development and commercial util                of the minerals rn the
                                           Contract Area;
                                   k.4. To allocate research and                                budget for the
                                           advancement of mining                          and geosciences in
                                           coordination with the Bureau,                 institutions, academe,
                                           etc.; and                                    cited in(kl)and(k2)
                                   k.5. To replicate data, maps and
                                           and furnish the Burdau for                           and systematic
                                           safekeeping which shall be m4de             lable to the science and
                                           technology communitY for                        rg research and
  苇other activiti                                                                          contribute to the
                                           undertaking  of  mining,                            and processing
                                           development                                        pool of manpower
                                           technology and the                                     of data, maps
                                                                                        release 
                                           talentsi Provided, however, that
                                                                                       ined in accordance with
                                                                be sinnilarly lcor
                                           and the like sha腡
                                           (kl)and(k2)abovei
                                                                   腒Study the planned
                                   To incorporate in the 
                                    expenditures necessary to i                         plans and programs set
                                   forth in this Agreement; and
                                   To pay all other taxes and feesi                                     rules and
       腪                            regulations.
    腪               11 2  Rights of the Contractori
                                    To conduct Mining Operatlons                         the confines of its
                                    ContracuMining Arei in accordance:                    terms and conditions
                                    hereof and without interfering                     the rights of other
                                    Contractors/Lessees/Operators/Perni
                            bPossession ofthe Contract Area,With fu                       of ingress and egress
                                    and the right to occupy                              surface and easement
                                    rights;
                            C                                                                       geophysical,
                                    To use and have access to all                                 l, 
                                    drilling, production and other data                 the mining operations;
                            d
                                    To sell, assign, transfer, convey or                dispose of all its rights,
                                    interests and obligations under                              sublect to the
                                    approval of the Government;
                                                                  18
             eTo employ or bring into the Philippi
                specialized personnel, including the i
                families as may be required in the
                subject to applicable laws and regul
                employment connection of such foreign
                ceases, the applicable laws and
                apply to them. Every time foreign t
                where alien executives are emp
                training understudies  shall be underte
                shall be limited to technologies requiri
                and experience subject to the requirqd
                rules and regulations:
                TO eniOy easement rights and use of
                resources in the Contract Area subject
                regulations and the rights of third parties
             S  Repatriation of capital and r
                interest on loans, subject to existing I
                Pilipinas rules and regulations; and
             h
                To import when necessary eill equ
                materials required in the operations i;r
                and regulations.
         11.3. Obligations of the Government:
                To ensure that the Contractor has th6
                in the exercise of the rights granted to it
             b
                To use its best efforts to ensLrre the
                permits and similar authorizing
                the Contract Area; and
   V
芰
             C
                To cooperate with the Contractor
                contemplated  herein from bdnks
                Provided, That such financing
                the Contractor's obligation on
                           SECTiON X腡
                       ASSETS AND EQU
         12.1 . The Contractor shall acquire
            that are reasonably  estimated
            Operations.
         122 A腡
                             the Philippines,  subject to existing rules
                        from                Operations on public la
                        cessation of Mining          the Contractor
                        abandonment or withdrawal, 
                        year from the time of cessation within which
                        otherwise, all social infrastructures  and faci
                        donated tax free to the proper government
                        ensure that said infrastructures and facilities
                        and utilized by the host and neighboring comm
                                                   SECT:ON X蝖
                          EMPLOYMENT AND TRA:NING OF PHi
                        The Contractor agrees to employ, to the exte
                        personnel in all types of mining operations for
                        after Commercial Production commences sh
                         settled by a tribunal of three (3) arbitr
                         constituted as follows: one to be appointed by
                         to be appointed by the Secrelary. The first
                         consider names of qualified persons until
                         acceptable Chairman of the tribunal is select
                         initiated and conducted pursuant to Republic
                         as the "Arbitration  Act."
                         ln any event, the arbitration shall be
                         laws of the Republic of the Philippines
                 14.3.   Each party shall pay fifty percent (50%) of
                        Arbitrators  and the costs of arbitration Each
                        and attorney's fee.            SECT:ON XV
                                 SUSPENSiON OR TERMINAT:ON OF
                                           TAX:NCENTiVES AND C
                 15.1.  This Agreement may be suspended for f
                        comply with any provision or requirement of the
                        rules and regulations; (b) to pay on time the
                        other charges demandable and due the
                 15.2   This Agreement terminates or may be terminat
                        (a) expiration  of its ternt, whether original or
                        the Agreement by the Contractor; (c) violat
                        Agreement's terms and conditions; (d) failure to
                        or financial obligations for two (2) consecutive
                        omission of facts by the Contractor;  and (f)
                        provided under the Act and its implementing ru
                        other relevant laws and regulations.
                 15.3   A腡
                      unless the contrary intention is
                 default       exercise the waiver.
                 party authorized to 
                        of termination, the Contractor shall
            156ln case 
                 liabilities due up to the end of the year in wh
                 effective. The Contractor shall immediately
                 Contract Area in accordance with good mining
                 銚he wlthdrawal by the Contractor from
            157 
                                        financial,
                 release it from any and a腡
                 obligations under this Agreement
                                             a sha腡
                       owing acts or omission,rrlrer a膍
            15 8  The fo腡
                 upon which the Government may exercise
                 Agreement:
                      Failure of the Contractor without
                      Commercial  Production within the pet
  膜              bFailure of the Contractor to conduct
  芲                   activities in accordance  with the
                      any modification thereof as approved by
             15.9. The Government may suspend and cancel tax
                 Contractor fails to abide by the terms and
                 credits.           SECTiON XV:
                                  OTHER PROVISiONS
             16.1 . Any terms and conditions
  荕existing laws or regulation or from the
                  admlnistrative order shall be considered 3 part
             16.2- Notice
                  All notices, demands and other
                  hereunder shall be made in writing, telex or
                        lf to the Contractor.                               I
                                                                            l
                               THE PRESIDENT                                I  i
                               Apex Mining Co., lnc.                        j  i
                               6ih Floor Manilabank Building                I  I
                               Ayala Avenue, Makati City                    I  I
                        Either party may substitute or change sucfr aOOrisslon notice thereof to the
                        other party: Provided, That the Contractor shalt, inl case of any change of
                        address during the term of this Agreement nqtifylthe Director in writing.
                        Failure to do such notification shall be deemed As vlaiver by the Contractor
                        to be informed about any communications  as pr            ided in Section 16 2
                        above,
                 16.3. Governing Law
                        This Agreement and the relation between                         hereto shall be
                        governed by and construed in accordance with             laws of the Republic of
     荖
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                        the Philippines. The Contractor hereby agrees            obliges itself to comply
                        with the provisions of the Act, its imp              rulps and regulations and
                                                                                           腝
                                                                                I         
                        other relevant laws and regulations,
                 16.4. Suspension of Obligation                              r  l
                        b
                               lf Mining Operations are delayed, curtai          or prevented by
     V Force Majeure causes, then the time                                           ing the rights
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                               carrying out ther obligations thereby
                               Agreement and all rights and obli                   hereunder shall
   THE REPUBLiC OF THE PH:L:PP:NES
   BY:
           :DEFENSOR
             腠
 荭
   APEX MiN:NC CO.,:NC
      腌
       腝
   TIN: 
     菆
    臝
     O腁
        O菍菆
     2膌
       苨
      荂
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   BY:
                     ACKNOWLEDGMEN銚
        Republic of the Philippines)
        Quezon City )SS
        Before me, a Notary Public for and in the City of Quezon, personally appeared
                            Tax CeJ!lCale No  f%',I荃
        MICHAEL T.DEFENpOR,wlh Communl膡
                   zoog                  7
                         at hacb4 CiL鏱
        issued on -laa.5,         , in his caladly as