LOCK-UP AGREEMENTLock-Up Agreement • June 25th, 2007 • Peru Copper Inc. • Metal mining • British Columbia
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
FOUNDER’S WAIVER AND INDEMNITY AGREEMENTFounder’s Waiver and Indemnity Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2004 • Peru Copper Inc • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 6th day of October, 2004 by and among Peru Copper Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), BMO Nesbitt Burns Inc. (“BMO”) on behalf of each purchaser in connection with the initial public offering in Canada pursuant to the Canadian Final Prospectus (defined below), on behalf of each subscriber that has executed a subscription agreement (each a “Subscription Agreement”) in connection with the underwriting agreement, dated September 22, 2004 (the “Underwriting Agreement”), between the Company and BMO, GMP Securities Ltd., Haywood Securities Inc., National Bank Financial Inc., Canaccord Capital Corporation, Salman Partners Inc. and Sprott Securities Inc. (the “Underwriters”) and on behalf of the Underwriters.
BETWEEN: PERU COPPER INC., a corporation incorporated under the laws of Canada (hereinafter called the “Company”) AND COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada (hereinafter called the “Canadian...Supplemental Warrant Indenture • July 8th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Company and the Canadian Warrant Agent executed a Common Share Purchase Warrant Indenture (the “Indenture”) dated as of March 18, 2004, providing for the issuance of 4,285,716 Warrants (as defined in the Indenture), and a supplemental warrant indenture (the “First Supplement”) dated as of September 21, 2004, providing for the issuance of up to 23,485,359 Warrants under the Indenture;
SUBSCRIPTION AGREEMENTSubscription Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:
THIS SUPPLEMENTAL WARRANT INDENTURE dated as of September 21, 2004.Supplemental Warrant Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Company and the Warrant Agent executed a Common Share Purchase Warrant Indenture (the “Warrant Indenture”) dated as of March 18, 2004, providing for the issuance of 4,285,716 Warrants (as defined in the Warrant Indenture);
SUBSCRIPTION FOR SECURITIES AND AGREEMENT TO PURCHASE ADDITIONAL SECURITIESSubscription Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase units of the Corporation (the “Units”) at a price of US$1.40 per Unit for an aggregate consideration of US$ (the “Subscription Price”), on the terms and conditions set out in sections 1 to 27 below.
PURCHASE WARRANT INDENTUREPurchase Warrant Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
WHEREAS Peru Copper wishes to employ the Executive and the Executive wishes to be employed by Peru Copper in connection with the continuing operation of the business carried on by Peru Copper (the “Business”) from Vancouver, British Columbia.
PROMISE TO PAY INTERESTPromise to Pay Interest • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS Lowell Mineral Exploration, L.L.C. an Arizona limited liability company and J. David Lowell and Edith S. Lowell, husband and wife (collectively called the “Guarantor”) has provided cash and/or securities in the sum of U.S.$2 million to facilitate the issuance of a bank guarantee (called the “Bank Guarantee”) to Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) pursuant an agreement dated on or about June 6, 2003 entered into between Peru Copper Syndicate S.A., a Peruvian corporation and Centromin regarding a contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
Agreement made as of December 1, 2004 by and between Peru Copper Inc., a Canadian corporation (the “Company”) and Pathway Capital Ltd., of Suite 920, 475 West Georgia Street, Vancouver, British Columbia, V6B 4M9 (“Consultant”).
LEASE AGREEMENTLease Agreement • November 22nd, 2005 • Peru Copper Inc. • Metal mining
This agreement shall have a mandatory one-year term for both parties, which shall start on May 16, 2005 and shall expire, without fail, on May 15, 2006, without any need for notification, nor prior notice. Nevertheless, thirty (30) days prior to the termination of the mandatory term, the parties, by mutual consent, may renew the agreement by entering into a new agreement bearing their pertinent signatures authenticated by a notary public.
MASTER AGREEMENTMaster Agreement • July 24th, 2007 • Peru Copper Inc. • Metal mining
Witnesseth hereby, the Master Agreement entered into by and between SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (“DUVAZ”), identified by Tax ID Number (RUC) 20100102171, with principal place of business at Av. Jose Gálvez Barrenechea 925, San Borja, acting by and through Jaime RODRÍGUEZ MARIÁTEGUI PROAÑO, identified by National Identity Card (DNI) 09154499 and Gonzalo RODRIGUEZ MARIATEGUI CANNY, identified by National Identity Card (DNI) 09877652, as per powers of attorney filed in Entry 11392644 of the Registry of Companies in and for Lima and El Callao, and specifically in the minutes of the Shareholders’ Meeting of Sociedad Minera Austria Duvaz S.A.C., dated March 14, 2006; and Luis RODRIGUEZ MARIÁTEGUI PROAÑO, identified by National Identity Card (DNI) 09144124, with usual residence at Calle Miguel Aljovín 530, Surco, acting by and through Luis RODRIGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 08798881, as per power of attorney filed in Entry 11035745 of the Registry
PERU COPPER INC. and COMPUTERSHARE TRUST COMPANY OF CANADA NOTE INDENTURE PROVIDING FOR THE ISSUE OF CONVERTIBLE UNSECURED NOTES CASSELS BROCK & BLACKWELL LLP TORONTONote Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Corporation considers it necessary for its corporate purposes to create and issue Notes in the manner provided herein; and
GRAPHIC]Option Agreement for the Transfer of Mining Concessions • July 16th, 2007 • Peru Copper Inc. • Metal mining
You are kindly requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Third Addendum (hereinafter the “ADDENDUM”) to the Option Agreement for the Transfer of Mining Concessions (hereinafter the “OPTION AGREEMENT”) that constitute the Toromocho Mining Project dated June 11, 2003, entered into by and between Empresa Minera del Centro del Perú S.A. – CENTROMIN PERÚ S.A. (hereinafter “CENTROMIN”) registered in Electronic Card 11009323 of the Registry of Companies of the Public Records Office in and for Lima and El Callao, identified by Tax ID Number (RUC) 20100176531, with principal place of business at Avenida Javier Prado 2175, San Borja, Lima 41, acting by and through its General Manager, Juana Rosa DEL CASTILLO VALDIVIA, identified by National Identity Card (DNI) 10551338; and Minera Perú Copper S.A. (hereinafter the “OPTIONEE”) registered on Entry 00001 of Electronic Card 11532703 of the Registry of Companies in and for Lima, identified by
ContractNotarial Agreement • July 16th, 2007 • Peru Copper Inc. • Metal mining
You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing an agreement (the “Agreement”) entered into by and between SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business for purposes hereof at Av. José Gálvez Barrenechea N° 925, San Borja, acting by and through Jaime RODRÍGUEZ MARIATEGUI PROAÑO, identified by National Identity Card (DNI) 09154499 and Gonzalo RODRÍGUEZ MARIATEGUI CANNY, identified by National Identity Card (DNI) 09877652, as per powers of attorney recorded in the Minute Book of the Shareholders’ Meeting of Sociedad Minera Austria Duvaz S.A.C. dated March 14, 2006, which is recorded as Exhibit C hereof (hereinafter DUVAZ); and, MINERA PERU COPPER S.A., identified by Tax ID Number (R.U.C.) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien Card (CE) 0000849
FIRST CERTIFIED COPY OF THE NOTARIALLY RECORDED INSTRUMENT EVIDENCING THE OPTION ASSIGNMENT AGREEMENT ENTERED INTO BY AND BETWEEN SOCIEDAD MINERA CORONA S.A. AND MINERA PERU COPPER SYNDICATEOption Assignment Agreement • December 22nd, 2004 • Peru Copper Inc
In the City of Lima, on November 20, 2003, the following persons appeared before me, Rafael TOLEDO SEGURA, Attorney at Law and Notary Public in and for Lima:
THIS SUPPLEMENTAL SPECIAL WARRANT INDENTURE dated as of September 21, 2004.Supplemental Special Warrant Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Company and the Warrant Agent executed a Special Warrant Indenture (the “Special Warrant Indenture”) dated as of March 18, 2004, providing for the issuance of 4,285,716 Special Warrants (as defined in the Special Warrant Indenture);
ContractOption Agreement for the Transfer of Mining Concessions • August 17th, 2006 • Peru Copper Inc. • Metal mining
You are kindly requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Third Addendum (hereinafter the “ADDENDUM”) to the Option Agreement for the Transfer of Mining Concessions (hereinafter the “OPTION AGREEMENT”) that constitute the Toromocho Mining Project dated June 11, 2003, entered into by and between Empresa Minera del Centro del Perú S.A. – CENTROMIN PERÚ S.A. (hereinafter “CENTROMIN”) registered in Electronic Card 11009323 of the Registry of Companies of the Public Records Office in and for Lima and El Callao, identified by Tax ID Number (RUC) 20100176531, with principal place of business at Avenida Javier Prado 2175, San Borja, Lima 41, acting by and through its General Manager, Juana Rosa DEL CASTILLO VALDIVIA, identified by National Identity Card (DNI) 10551338; and Minera Perú Copper S.A. (hereinafter the “OPTIONEE”) registered on Entry 00001 of Electronic Card 11532703 of the Registry of Companies in and for Lima, identified by
INDEMNITY TO GUARANTORIndemnification Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS the Peru Copper Syndicate S.A., a Peruvian corporation, (called “PCS S.A.”) on or about June 6, 2003 entered into an agreement with Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) regarding a transfer contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
THIS SUPPLEMENTAL NOTE INDENTURE dated as of September 21, 2004.Supplemental Note Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Company and the Trustee executed a Note Indenture (the “Note indenture”) dated as of March 18, 2004, providing for the issuance of up to US$15,390,000.57 in principal amount of Notes (as defined in the Note Indenture);
MINERA PERU COPPER S.A. 27 OCT. 2006 RECIBIDO - DATA ROOMNot Specified in the Provided Text • July 16th, 2007 • Peru Copper Inc. • Metal mining
You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing an agreement (the “Agreement”) entered into by and between SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business for purposes hereof at Av. José Gálvez Barrenechea N° 925, San Borja, acting by and through Jaime RODRÍGUEZ MARIATEGUI PROAÑO, identified by National Identity Card (DNI) 09154499 and Gonzalo RODRÍGUEZ MARIATEGUI CANNY, identified by National Identity Card (DNI) 09877652, as per powers of attorney recorded in the Minute Book of the Shareholders’ Meeting of Sociedad Minera Austria Duvaz S.A.C. dated March 14, 2006, which is recorded as Exhibit C hereof (hereinafter DUVAZ); and, MINERA PERU COPPER S.A., identified by Tax ID Number (R.U.C.) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien Card (CE) 0000849
ALUMINUM CORPORATION OF CHINA No. 62 North Xizhmen Street 10082 Beijing, ChinaSupport Agreement • June 25th, 2007 • Peru Copper Inc. • Metal mining
Pursuant to Section 10.10 of the Support Agreement, we hereby give notice of the designation of Chinalco Canada B.C. Holdings Ltd., a British Columbia corporation and a direct wholly-owned subsidiary of Chinalco, as a party to the Support Agreement and to be deemed the “Offeror” thereunder.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • July 23rd, 2007 • Peru Copper Inc. • Metal mining
WITNESSETH HEREBY the Memorandum of Understanding (MU) entered into by and between SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (“DUVAZ”) identified by Tax ID Number (RUC) 20100102171, with principal place of business at Av. José Galvez Barrenechea 925, San Borja, acting by and through Jaime RODRÍGUEZ MARIÁTEGUI PROAÑO, identified by National Identity Card (DNI) 09154499 and Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 09877652, as per powers of attorney filed in Entry 11392644 of the Registry of Companies in and for Lima and El Callao; Luis RODRIGUEZ MARIÁTEGUI PROAÑO, identified by National Identity Card (DNI) 09144124, with usual residence at Calle Miguel Aljovín 530, Surco, acting by and through Luis RODRÍGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 08798881, as per power of attorney filed in Entry 11035745 of the Registry of Mandates and Powers in and for Lima and El Callao, and Jaime RODRÍGUEZ MARIÁTEGUI PROAÑO, identified by Nationa
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
Agreement made as of December 1, 2004 by and between Peru Copper Inc., a Canadian corporation (the “Company”) and J. David Lowell of Rio Rico, Arizona (“Consultant”).
You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Option Agreement for the Transfer of Mining Rights (the “Option Agreement”) entered into by and between SOCIEDAD MINERA AUSTRIA DUVAZ,...Option Agreement for the Transfer of Mining Rights • July 16th, 2007 • Peru Copper Inc. • Metal mining
This Option Agreement is entered into with the participation of Luis RODRIGUEZ MARIÁTEGUI PROAÑO, identified by National Identity Card (DNI) 09144124, with principal place of business for the purposes hereof at Calle Miguel Aljovin 530, Surco, acting by and through Luis RODRIGUEZ MARIÁTEGUI CANNY, identified by National Indentity Card (DNI) 08798881, as per power of attorney filed on Entry 11035745 of the Registry of Mandates in and for Lima and El Callao, and Jaime RODRIGUEZ MARIÁTEGUI PROAÑO, identified by National Identity Card (DNI) 09154499, with principal place of business for the purposes hereof at Av. José Gálvez Barrenechea 925, San Borja, (jointly referred to as “the Agents”) as evidence of their acceptance of the obligations arising from their position in accordance with this Option Agreement.
PROMISE TO PAY INTERESTPromise to Pay Interest • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS Lowell Mineral Exploration, L.L.C. an Arizona limited liability company and J. David Lowell and Edith S. Lowell, husband and wife (collectively called the “Guarantor”) has provided cash and/or securities in the sum of $2 million to facilitate the issuance of a bank guarantee (called the “Bank Guarantee”) to Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) pursuant an agreement dated on or about June 6, 2003 entered into between Peru Copper Syndicate S.A., a Peruvian corporation and Centromin regarding a contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2004 • Peru Copper Inc • Ontario
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
Agreement made as of December 1, 2004 by and between Peru Copper Inc., a Canadian corporation (the “Company”) and Catherine McLeod-Seltzer of West Vancouver, British Columbia (“Consultant”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
MINERA PERÚ COPPER SYNDICATE S.A., identified by Tax ID Number (RUC) 20508875457, acting by and through its General Manager, Charles PREBLE, identified by Alien’s Card 84967, and its Administrative Manager, Luis Alfredo DE OLAZÁVAL OVIEDO, identified by National Identity Card (DNI) 09877637, duly authorized as per power of attorney filed with the Registry of Companies in and for Lima under Entry 11532703, with registered office for the purposes hereof at Avenida San Borja Norte # 1302, District of San Borja, Province of Lima, Department of Lima, hereinafter referred to as “THE COMPANY”, and
INDEMNITY TO GUARANTORIndemnification Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS the Peru Copper Syndicate S.A., a Peruvian corporation, (called “PCS S.A.”) on or about June 6, 2003 entered into an agreement with Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) regarding a transfer contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
LEASE AGREEMENTLease Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
WITNESSETH HEREBY the Lease Agreement entered into by and between Empresa Minera del Centro del Perú S.A. – CENTROMÍN PERÚ S.A., identified by Tax ID Number (RUC) 20100176531, and registered office at Av. Javier Prado Este 1975, San Borja, acting by and through its General Manager, Juana Rosa DEL CASTILLO VALDIVIA, identified by National Identity Card (DNI) 105513338, as per the power of attorney entered in Electronic Item 11009323 of the Registry of Companies in and for Lima, hereinafter referred to as CENTROMÍN, and Minera Perú Copper Syndicate S.A. with Tax ID Number (RUC) 20506675457 and registered office at Calle Morelli 109, 5to Piso, San Borja, acting by and through its Exploration Manager, Ángel ÁLVAREZ ANGULO, identified by National Identity Card (DNI) 07276927, as per the power of attorney entered in Entry C 00002 of Electronic Item 11532703 of the Registry of Companies in and for Lima, hereinafter referred to as THE LESSEE, in the following terms and conditions:
INDEMNITY TO GUARANTORIndemnification Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS the Peru Copper Syndicate S.A., a Peruvian corporation, (called “PCS S.A.”) on or about June 6, 2003 entered into an agreement with Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) regarding a transfer contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
LEASE AGREEMENTLease Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
WITNESSETH HEREBY the document issued in two (2) counterparts, whereby legal and binding force is given to the LEASE AGREEMENT entered into by and between María A. DE OLAZÁBAL OVIEDO DE PREBLE, identified by National Identity Card (DNI) 07273415, with usual residence at Avenida El Golf Los Inkas 951, Dpto. 301, Santiago de Surco, hereinafter referred to as THE LESSOR, and MINERA PERÚ COPPER SYNDICATE S.A., identified by Tax ID Number (RUC) 20506675457, with registered office at Av. San Borja Norte 1302, San Borja, acting by and through by Angel ÁLVAREZ ANGULO, engineer, identified by National Identity Card (DNI) 07276927, as per power of attorney filed with the Registry of Companies of the Public Records Office in and for Lima under Entry 11532703, hereinafter referred to as THE LESSEE, under the following terms and conditions:
APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT/LETTER OF GUARANTEE BRANCH DATE October 23, 2003 BANK REFERENCE NUMBERIrrevocable Standby Letter of Credit • February 25th, 2005 • Peru Copper Inc. • Metal mining
