RIYADH MINERAL PROPERTY ASSIGNMENT
AMONG
OROVI (GHANA) LIMITED
AND
PINNACLE RESOURCES INC
AND
GOLDEN STAR (BOGOSO/PRESTEA) LIMITED
AND
GOLDEN STAR RESOURCES LTD.
THIS DEED OF ASSIGNMENT is made the 20th day of April, 2007.
AMONG
OROVI (GHANA) LIMITED, a limited liability company incorporated under
the laws of Ghana, P.O. Box 10, Tarkwa (the "Assignor").
AND
PINNACLE RESOURCES INCORPORATED, a corporation incorporated under the
laws of Colorado, 0000 Xxxx Xxxxxxxx Xxxx, Xxxx 000 Xxxxxxxxx, Xxxxxxxx
00000 ("Pinnacle")
AND
GOLDEN STAR (BOGOSO/PRESTEA) LIMITED, previously known as Bogoso Gold
Limited, a limited liability company incorporated under the laws of
Ghana, P.O. 1075, Airport Post Office, Accra (the "Assignor")
AND
GOLDEN STAR RESOURCES, LTD., a limited liability company incorporated
under the laws of Canada ("Golden Star") 0000, X. Xxxxxx Xxxx, Xxxxx
000 Xxxxxxxxx, Xxxxxxxx, 00000-0000.
WHEREAS
A. The Assignor is the holder of a 100% undivided interest in that
certain prospecting license (the "License") dated March 23, 1992, being
a gold prospecting license granted by the Government of the Republic of
Ghana (the "Government") to Riyadh Ghana Limited ("Riyadh") over an
area in the Western Region of Ghana of approximately 98 square
kilometers which grant was stamped as no. LVB 1764/92 commonly referred
to as the ("Riyadh Property") as more particularly described in
Schedule "A" hereto.
B. By a Deed of Assignment dated Xxxxx 0, 0000 Xxxxxx with the consent
of the Government assigned al its rights, title and interest in the
License to the Assignor which assignment was stamped as No. LVB4171/96,
subject to a Net Smelter Royalty ("NSR") interest of 7.5% in the Riyadh
Property.
C. On November 9, 1999, the Government of Ghana renewed the License
over a reduced area of 49 square kilometres for a period of two (2)
years subject to further renewal/extension.
D. By an Option Agreement (the "Option Agreement"), dated the 15th day
of November, 1999 among the Assignor, Orovi Corporation, Golden Star
and the Assignee, the Assignor granted and the Assignee accepted an
option (the Option") to acquire a 100% undivided interest in the Riyadh
Property.
E. Pursuant to a Deed of Transfer dated 9th December 2003 between Orovi
Corporation and Pinnacle, the latter acquired from the former 446
shares which Orovi Corporation represented as being al the issued and
outstanding shares of the Assignor and Pinnacle was substitute for
Orovi Corporation in the Option Agreement pursuant to the Letter
Agreement dated June 11, 2003.
F. The Government extended the validity period of the License for a
period of six (6) months pursuant to a letter dated March 21, 2007 from
the Minerals Commission to the Assignor.
G. By an Option Exercise Agreement made the day of April 2007
among the Assignor, Pinnacle, Golden Star and the Assignee herein, the
Assignee agreed to exercise the Option on the terms and conditions
agreed therein with the Assignor.
H. In pursuance of the Option Exercise Agreement, the Assignor as the
registered beneficial holder has agreed to assign its 100% undivided
interest in the license and the Riyadh Property to the Assignee.
NOW THEREFORE IN CONSIDERATION of the premises and the mutual
covenants, conditions and warranties contained in this Agreement and
other good and valuable consideration (the receipt and sufficiency of
which the Assignor and Pinnacle irrevocably acknowledge by the
execution of these presents) the parties agree as follows:
DEFINITIONS
1.0 All capitalized terms in this Agreement, unless otherwise defined
herein, shall have the meanings ascribed to them in the Option
Agreement and the Option Exercise Agreement.
2.0 ASSIGNMENT OF INTEREST AND LICENSE
2.1 sum of Seventeen thousand one hundred and sixty-five United
States Dollars (US$17,165.00) and representations, warranties and
covenants herein contained and the valuable consideration agreed to be
paid by the Assignee to the Assignor pursuant to Section 1 of the
Option Exercise Agreement (the sufficiency of which the Assignor hereby
acknowledges), the Assignor hereby assigns and transfers to the
Assignee all its rights, title, interests and claims to the Riyadh
Property, including without limitation.
i. The License granted by the Government and all rights and
interests therein;
ii. The interests in the core and mineral samples;
iii. The full and complete records and books of account relating
to the prospecting programme;
iv. The detailed results and analysis of all surveys, boring,
pitting, investigations and other testing conducted;
v. Copies of all geological, geophysical, geochemical, drilling
and pitting reports relating to the licensed area and all maps,
drawings and diagrams pertaining to these reports;
vi. Copies of all quarterly and annual reports furnished to the
Director of Geological Survey and the Chief Executive of the Minerals
Commission giving a general description of the work done by the
Assignor.
2.2 The description of the license an the Riyadh Property and the
related land area are set out in the schedule hereto and ore
particularly delineated on the attached plan, which shows the
measurements.
3.0 CONSIDERATION
3.1 The Assignor acknowledges receipt of US$470,000.00 (Four Hundred
and Seventy thousand dollars) from the Assignee as full and final
consideration for the license rights and interests herein transferred.
3.2 Pinnacle and the Assignor hereby sell, assign, and otherwise
transfer all of their prospecting license rights, title, interests and
claims in and to the Riyadh Property to the Assignee.
4.0 COVENANTS OF THE ASSIGNEE
The Assignee covenants with the Assignor as follows:
4.1 To pay the rents reserved under the Riyadh Property as they
fall due and to perform and observe all stipulations an conditions
attached to the Riyadh Property under the License.
4.2 To indemnify the Assignor and to hold the Assignor indemnified
against all proceedings, claims, demands, costs and expenses made and
incurred by the Assignor on account of any omission on the part of the
Assignee to pay the said rents or breach of any of the covenants,
conditions and stipulations contained in the License relating to the
Riyadh Property or any third party claims relating to the Riyadh
Property.
5.0 REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
The Assignor and Pinnacle represent and warrant to the Assignee as
follows:
5.1 The Assignor is a company duly organized and validly subsisting
and duly registered under the laws of Ghana.
5.2 The Assignor has all requisite corporate power and authority to
enter into and execute this Assignment and related documents and to
consummate the transactions contemplated hereby and that this
Assignment constitutes the legal, valid, binding and enforceable
obligation of the Assignor.
5.3 To the best of its knowledge, information, and belief, the
Riyadh Property is not subject to any claim, right or interest by any
other person other than as stated in this Assignment.
5.4 The Assignor has a 100% undivided right, title and interest in
and to the Riyadh Property, which right, title and interest is a good
and valid right title and interest free and clear of all liens.
5.5 Except as herein afore stated, no person other than the
Government of Ghana and Riyadh has any royalty interest in production
or profits from the Riyadh Property or any portion thereof created
directly or indirectly by the Assignee.
5.6 The Assignor is not in any material contravention of any aws,
government directive, regulations or orders of any court and has
performed all its obligations up to the date hereof required to be
performed under the license to the Riyadh Property.
For the purposes of this Agreement, "lien" means hypothec, mortgage,
deed of trust, pledge, security interest, encumbrance, charge of any
kind or any or any other referential arrangement in the nature of an
encumbrance or security interest, including, without limitation, any
agreement to give any of the foregoing any conditional sale or title
retention agreement ad any lease in the nature thereof.
With respect to the Riyadh Property:
5.7
i. The Riyadh Property is properly and accurately described in
Schedule "A" attached hereto.
ii. All rentals, taxes, and other applicable payments have been
made to maintain the Riyadh Property in good standing.
iii. It has not received notice of default of any obligations
pertaining to the Riyadh Property.
iv. The approval of the Minister will be obtained in writing in
relation to this Assignment pursuant to section 14 of Act 703 ("the
Ministerial Approval") and the Assignor has otherwise obtained from all
governmental bodies all such consents, approvals and authorizations as
may be required in connection with this Assignments;
v. That there are circumstances present that would entitle a
surface rights owner or occupant of the land relating to the Riyadh
Property to successfully obtain compensation pursuant to sections 72-74
of the Mineral and Mining Act.
6.0 COVENANTS OF THE ASSIGNOR
6.1 The Assignor covenants with the Assignee as follows:
Notwithstanding anything done or omitted to be done by it the Assignor
has good title and right to the Riyadh Property and to assign such
title and right in the manner in which they are assigned herein.
6.2 The covenants, conditions and stipulations reserved and
contained in the license in the Riyadh Property have been observed and
performed in all material respects up to and including the date of the
Assignment.
7.0 CONDITIONS PRECEDENT
7.1 The effectiveness of this assignment is conditional upon the
grant of the Ministerial Approval.
8.0 GENERAL PROVISIONS
8.1 If either the Assignor or the Assignee is prevented from or
delayed in performing any of its obligations under this Assignment or
any act contemplated hereby by reason of Force Majeure, the party so
affected shall immediately notify the other party of the circumstances
constituting the Form Majeure and the obligations performance of which
have been delayed or prevented, and the party giving the notice shall
the obligations so delayed or prevented shall be fully performed as
soon as the conditions constituting Force Majeure xxxxx or cease.
8.2 Each of the parties shall from time to time and t all times
hereafter upon every reasonable written request so to do make, do,
execute and deliver or cause to be made, done, executed ad delivered
all such further acts, deeds, assurances and things as may be necessary
and reasonable to give binding effect to this Assignment.
8.3 No amendment or waiver of or any consent to a departure by a
party from a provision of this Assignment shall be of any force or
effect unless it is confirmed in writing and executed by the parties
and then that amendment or consent shall be effective only to the
extent made or given therein.
8.4 This Assignment shall be governed by and construed in
accordance with the laws of Ghana and the parties hereby agree to
submit to the exclusive jurisdiction of the courts of Ghana.
8.5 This Assignment may be executed in any number of counterparts
and all of such counterparts taken together constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have executed this Assignment the
day and your first above written.
SIGNED AND DELIVERED by ]
OROVI GHANA LIMITED ] ______________________
Acting by its authorized ] Name: X.X. Xxxxxxxxxx
Representative ] Director
In the presence of
_________________________
Name: B Xxxxxx-Xxxxx
SIGNED AND DELIVERED by ]
PINNACLE RESOURCES, INC. ] ______________________
Acting by its authorized ] Name: X.X. Xxxxxxxxxx
Representative ] Director
In the presence of
_________________________
Name: B Xxxxxx-Xxxxx
SIGNED AND DELIVERED by ]
GOLDEN STAR (BOGOSO/PRESTEA ] ______________________
Acting by its authorized ] Name: Amadeus Xxxxx Xxxx
Representative ] Director
In the presence of
_________________________
Name: B Xxxxxx-Xxxxx
SIGNED AND DELIVERED by ]
GOLDEN STAR RESOURCES LTD. ] ______________________
Acting by its authorized ] Name: Xxxxx Xxxxxx-Xxxxx
Representative ] Vice President Corporate
Development
In the presence of
_________________________
Name: X. X. Xxxxxxxxx
SCHEDULE "A"
DESCRIPTION OF RIYADH PROPERTY
Mineral prospecting and related surface rights for gold within all that
piece or parcel of land containing an approximate area of 98 square
kilometers lying to the North of Latitudes 5 45'08" and 5 53'55"; South
of Latitudes 5 53'54" 5 57'15"; 5 56'40" and 5 57'15"; East of
Longitudes 1 49'08", 1 51'06"; 1 48'27"; and 1 56'10"; West of
Longitudes 1 46'23"; 1 48'27" and 1 54'03" in the .... And Upper Denkyira
Districts of the Western and Central Regions respectively of the
Republic of Ghana which piece or parcel of land was ore particularly
delineated on the plan annexed and incorporated into the said license
for purposes of identification and not of limitation.
OATH OF PROOF
I, Xxxxx Xxxxxx-Xxxxx of Golden Star Resources, Ltd., Littleton,
Colorado, make oath and say that on 20th April, 207, I was present and
saw X.X. Xxxxxxxxxx the authorized representative of Orovi Ghana
Limited sign this Instrument and that the said X.X. Xxxxxxxxxx can read
and write.
Sworn at Littleton ]
This 20th days of April 2007 ] X. Xxxxxx-Xxxxx
Deponent
Before Me
REGISTRAR OF LANDS
This is the Instrument referred to in the Oath of the within-name
_______________________________________________________________________
____________________ Sworn before me this ____________ day of
____________ 2007.
_______________________________________
REGISTRAR OF LANDS
