Exhibit 10.f
Guyana
County of Demerara
MINING AGREEMENT
BY THIS AGREEMENT made at Georgetown, Demerara, Republic of Guyana, this
30 day of May, 2003, BETWEEN: ▇. ▇. Zephyr GUYANA PRIMARY RESOURCES of Lamaha
and ▇▇▇▇▇▇▇▇▇▇ Streets, Georgetown, aforesaid (GPR) and UNITED DEVELOPMENT
(GUYANA) INC. of Lamaha and ▇▇▇▇▇▇▇▇▇▇ Streets, Georgetown, aforesaid (GPR).
And
NORTH AMERICAN RESOURCES INCORPORATED LIMITED of ▇▇▇
▇▇ ▇&▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, aforesaid (NARIL).
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
Non-exclusive permission
1. GPR hereby grants to NARIL a non-exclusive permission to
enter upon the mining property set out at Schedule "A" hereto (the
property) or any part thereof, and to carry out prospecting and/or
mining operations for gold and diamonds thereon, upon the terms and
conditions reserved hereby.
Duration
2. This agreement shall be for the duration of one calendar year from
the date of commencement, subject to renewal and termination as
hereafter provided. The date of commencement shall be specified by
the parties in writing, but shall not be later than the 31st day of
July, 2003. Should the parties fail to specify a date in writing as
aforesaid after the aforesaid date, this Agreement shall be deemed
void and at an end.
1
Consideration
3. In consideration of this Agreement, NARIL shall pay GPR the
equivalent of 10% (ten percentum) of the gross value of all gold
and/or diamonds recovered by its mining and/or prospecting
operations upon the property or any part thereof (gross value shall
mean the market value of the said gold and/or diamonds prior to the
deduction of any costs of recovery, but excluding any royalty, tax
or like imposition levied by the State of Guyana from time to time
in respect of the said gold and/or diamonds. Market value in the
case of gold shall be the purchase price therefor fixed by the
Guyana Gold Board; and in the case of diamonds, the purchase price
fixed by Kay's Diamond Enterprise Limited or by any person, firm or
company which may succeed them as the most reputable diamond buyer
in Guyana).
4. This consideration shall be payable forthwith upon any sales of gold
and/or diamonds.
5. GPR may at any time prior to the sale elect to receive 10% (ten
percentum) of any actual gold and/or diamonds recovered, rather than
the value thereof. NARIL shall notify GPR in advance of any intended
sales by it of gold and/or diamonds.
Management assistance
6. NARIL shall assist GPR in its operations in Guyana, by
making the services of ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ available to GPR as its
manager.
7. Should the Management Agreement between NARIL and SHEIKH ▇. ▇▇▇▇▇▇
be terminated for any reason whatsoever, this Agreement shall
likewise automatically terminate.
2
Independent contractor
8. NARIL shall have the status of an independent contractor, and shall
not be deemed the servant and/or agent of GPR in any manner or for
any reason whatsoever. Its plant, machinery and/or equipment shall
be its own at all material times, and nothing in this Agreement
shall be construed as creating any interest therein or thereto by
GPR. GPR shall not have any right to control or direct NARIL's
prospecting and/or mining operations, or any aspect thereof, save as
is required to render or keep them in strict conformity with the
laws of Guyana, as hereafter provided.
Priority of GPR
9. GPR shall have a prior right to work the property or any part
thereof. The permission hereby granted to NARIL shall be subject to
its not carrying on any prospecting and/or mining operations within
a 1/4 (one-quarter) linear mile from any prospecting and/or mining
operations of GPR, its servants, agents and/or permittees. Nothing
in this Agreement shall be construed as granting GPR the right to
work any part of the property upon which NARIL has already commenced
working, or is actively prospecting.
Termination
10. GPR shall be entitled to terminate this Agreement
immediately for fundamental breach of any term or condition thereof
(fundamental breach shall include, but not be limited to non-payment
of any sum due for 7 days after the same has fallen due, or breach
of any law of Guyana).
3
Renewal
11. This Agreement shall be renewable annually for the following 10
(ten) years, provided always that should NARIL wish to renew it, it
shall issue GPR and UDI with notice of renewal in writing, no less
than 2 (two) calendar months prior to the date of expiration.
Strict conformity with laws
13. NARIL shall carry out all or any prospecting and/or mining
operations upon the property or any part thereof, in strict
conformity with all applicable laws of Guyana, including the Mining
Act, the Guyana Geology and Mines Commission Act, the Guyana Gold
Board Act, the Environmental Protection Act, the Occupational Health
and Safety Act, the Labour Act, and any Regulations made pursuant
thereto.
Force majeure
14. Should any party be unable to perform its obligations to the
other(s) due to any circumstance beyond or outside of its control,
that is to say "force majeure" (including but not limited to
legislation, fire, flooding, earthquakes, avalanches, drought, or
other natural disaster, or riot, civil commotion, or war), this
Agreement shall be suspended for the period that such force majeure
shall operate, provided always that should it operate for in excess
of 12 (twelve) consecutive calendar months, this Agreement shall be
at an end. Notwithstanding anything to the contrary set out above in
this paragraph, should the force majeure operate for less than 12
(twelve) consecutive calendar months, the Agreement shall be
extended by such period the force majeure subsisted for.
4
GPR to maintain property
14. GPR undertakes to maintain the property or any part thereof, and to
pay all acreage fees therefor, to prevent the property or any part
thereof, being forfeited by the State of Guyana.
15. Should GPR fail to pay any acreage or other fee due to the State of
Guyana in respect of the property, or the perform any act or do any
thing in relation thereto, which may result in the property or any
part thereof being forefeited to the State of Guyana, NARIL shall
have the right to pay the said fee, or to do or perform the said
act, and to recover all reasonable costs incurred in so doing, from
GPR, by deducting same from any payments due to GPR hereunder.
Good Faith
16. The parties hereto undertake to act in good faith towards each other
and to do and perform all matters or things
5
reasonably required to make each party's mining operations
successful.
IN WITNESS WHEREOF the parties hereto have hereunder set their hands and
seals and delivered this as their act and deed on the date first above written
in the presence of the subscribing witnesses hereto.
Signed, sealed and delivered by the )
aforesaid GPR and NARIL, in the ) ----------------------------------
presence of us, the subscribing )
witnesses hereto. )
----------------------------------
AS WITNESSES:
1.
2.
AND IN MY PRESENCE
QUOD ATTESTOR
NOTARY PUBLIC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ZEPHYR
ATTORNEY AT LAW
NOTARY PUBLIC
COMMISSIONER OF DALLAS
▇. ▇. Zephyr
----------------------
30/05/03
▇
▇▇▇▇▇▇▇▇ "▇"
(▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇)
Description of Area
A Tract of State Land in the No. 2 (Potaro) Mining District enclosing about 24.9
miles of the Konawaruk River (Left Bank Essequibo River), between Breakfast
Point and Crab Creek (A left Bank tributary), along with portions of the bank,
as shown on Topographic 1:5,000 sheet Konawaruk (43SE), and contained within the
following boundaries:
Commencing at a point 'A' situated on the left Bank Konawaruk River, (Left Bank
Essequibo River), 0.25 mile above Breakfast Point (7 miles above Long Falls);
thence crossing the Konawaruk River in a straight line bearing 99(degrees) 30'
(T) for a distance of 0.55 mile to point 'B' cast of the River; thence on a
south westerly direction bearing 189(degrees) (T) for a distance of 6.34 miles
to a point 'C' located 0.64 mile on a bearing of 110(degrees) (T) from Lizard
Point, right bank Konawaruk River; thence bearing 246(degrees) 15' (T) for 9.04
miles to point 'D', located on Struggle Creek (Right Bank Konawaruk River),
meeting it 0.26 mile from its mouth; thence bearing 333(degrees) (T) for a
distance of 0.4 mile to the Konawaruk River cutting it 0.18 mile above Crab
Creek mouth and proceeding across in the same direction for a further 1.66 miles
to Point "E"; thence in a north easterly direction - bearing 66(degrees) (T) -
for 8.94 miles to point 'F' in the vicinity of Mizpah Creek (left Bank
Konawaruk) about 0.4 mile from its mouth; thence bearing 11(degress) 15' (T) for
4.72 miles to point 'G'; thence bearing 99(degrees) 30' (T) for 0.7 mile to
point of commencement enclosing altogether an area of 25.5 sq. miles or 16320
acres, save and except all lands already lawfully held or occupied.
7
Guyana Primary Resources Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ Demerara
17th February 2004
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman & CEO
North American Resources Inc. Ltd
▇▇▇ ▇▇ ▇ & ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇,
This is to confirm that North American Resources Incorporated Ltd. have renewed
its mining agreement with Guyana Primary Resources (GPR). NARIL have honoured
all its obligations to date as per contract.
This renewal is valid until 30th May 2005.
Sincerely
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Guyana Primary Resources
