JOINT COOPERATION "AGREEMENT"
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Number: 202/API MA8 02/04 2002
KNOW ALL MEN BY THIS PRESENT:
This joint Cooperation Agreement (Agreement) is made and entered by and between
the undersigned signatories.
APOLO GOLD INC. , a Corporation duly incorporated under the Laws of Nevada in
the United States of America, and located at:
0000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X., X0X 000
Xxxxxx
HEREINAFTER referred to as the "FIRST PARTY" (APOLO)
AND
PT. METRO ASTATAMA, a limited liability corporation, incorporated under the Laws
of Republic of Indonesia, located at:
Jin. Xxx Baru Reya No 10
Kompl XXX. Xxxxxxxxx Xxxxx
Xxxxxxx - 00000 - Xxxxxxxxx
HEREINAFTER referred to as the "SECOND PARTY" (METRO)
WITNESSETH:
The Parties purposefully entered into and execute this Agreement with the sole
purpose of the Parties being to work together in a Joint Operation basis to
pursue and effect the Gold Mine Covering 733.9 hectares hereinafter referred to
as the ("Property" ) at the Region of Babakan Loa, District of Kedondong, South
Lampung, Southern Lampung, Province of Lampung, Southern Sumatera, Indonesia.
Owned by PT. NAPAL UMBAR PICUNG, (NUP).
NOW THEREFORE:
In consideration of mutual promises, covenants and undertakings set for the
herein and for the good and valuable consideration, the Parties declare and
agree as stated in the Articles hereto.
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ARTICLE 1
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Presentations and Warranties
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1.01 Whereas, APOLO represent and warrants that :
a. APOLO has full corporate power and authority to enter into this
Agreement and the entering of this Agreement does not conflict with
any applicable Laws or with the By-Laws of Apolo or with any contract
or other commitment to which Apolo is a Party to. b. The execution of
this Agreement and the performance of its Terms and Conditions have
been duly authorized by all necessary corporate action including the
Resolution of the Board of Directors of Apolo.
1.02 Whereas, METRO represent and warrants that :
a. METRO has exclusively signed a MEMORANDUM of UNDERSTANDING
(Kesepakitan). Number 201/nup.mas.01/04.2002. Dated April 8, 2002,
with by PT. NAPAL UMBAR PICUNG, (NUP) for its Property KP. Number
KW.086 PP 325 at the above said location.
b. METRO has full corporate power and authority to enter into this
Agreement and the entering of this Agreement does not conflict with
any applicable Laws or with the by-laws of Metro, or with any contract
or other commitment to which Metro is a Party to.
c. The execution of this Agreement and the performance of its Terms and
Conditions have been duly authorized by as necessary corporate action
including the Resolution of the board of Directors of Metro.
ARTICLE 2
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The Obligations of the Parties:
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1. Under this particular Article the Patties shall define clearly and
explicitly the commitment and obligation of the Parties/signatories.
2. Metro hereby assign to Apolo the exclusive right through this Agreement
to explore, test, develop and Mine the "Property" and to extract,
remove and sell the Minerals and mineral products therein and realize
the profit thereof. Apolo and its nominee shall be the exclusive
manager of the "Property" and its development into a production mine.
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3. However Apolo shall report in writing on a quarterly basis, all their
activities and progress to Metro, in order for Metro to make regular
quarterly reports to the appropriate Government Institution. Said
quarterly report shall coincide with public reporting requirements of
Apolo which is March, June, September, and December.
ARTICLE 3
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Assignment
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Both Parties agree that with the consent of either Party, which consent shall
not be unreasonable withheld, each Party shall have the right to assign all or
any part of its interest in this Agreement and in the property, subject to the
Terms and Conditions of this interest being transferred agrees to be bound by
the Terms and conditions of this Agreement, insofar as they are applicable.
ARTICLE 4
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1. Upon execution of this Agreement, Apolo shall, within 45 days, arrange
issuance of 1,500,000 common shares of Apolo subject to sale under rule
144, to each of the following entities (a total of 3,000,000 restricted
shares);
a. PT. Metro Astatama
Jin. Xxx Baru Reya No 10
Kompl XXX. Xxxxxxxxx Xxxxx
Xxxxxxx - 00000 - Xxxxxxxxx
b. AMNXC Holding Ltd.
0000 Xxxxx Xxxxxx
Xxxx Xxxxxxxxx, X.X.
Xxxxxx
2. The Parties has mutually agreed that the Project shall be managed by Apolo
or its nominee and that the Net Profits will be allocated eighty (80)
percent to Apolo and Twenty (20) percent to Metro. Distribution of Net
Profits shall be based on a Net profit basis which is defined as the
deduction of all cost, expenses of operation, management fees, Government
license fees and taxes, camp expenses, travel and depreciation on Equipment
based n the projected life of the mine or the Equipment, whichever is
shorter.
3. Should the Parties disagree on the figure of the depreciation, the auditors
of Apolo shall be engaged to provide an opinion on the acceptable method of
depreciating the equipment. The remaining profit after all applicable
expenses shall be paid out Eighty (80) percent to Apolo and Twenty (20)
percent to Metro. If payments are less then the Net Profit shown after
expenses, said pay out shall also be on 80% to Apolo and 20% to Metro basis
unless the Parties mutually agree to other arrangements.
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ARTICLE 5
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General Terms and Conditions :
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1. The parties hereto hereby covenant and agree that they will execute such
further agreements, conveyances and assurances as may be required, or which
council for the Parties may deem necessary to effect or carry out the
intent of the Agreement.
2. This Agreement shall constitute the entire Agreement between the Parties
with respect to the Property. No representation or inducement has been made
except as set forth herein. No changes, alterations, or modification of
this Agreement shall be binding upon either Party until and unless a
Memorandum in writing to such effect shall have been written, oral or
implied understandings between the Parties with respect to the matters
covered herein.
3. Time shall be of the essence of this Agreement.
4. The Title in the Articles in this Agreement shall not be deemed to form
part of this Agreement but shall be regarded as having been used for
convenience and references only.
5. Each provision of this Agreement shall be interpreted in such manner to be
effective and valid under applicable Law of the Country, but if any
provision shall be prohibited by and be invalid under applicable Law, such
provision shall be effective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
6. Apolo hereby covenant and agrees that :
a. If it should elect to discontinue its operation on the Property, it
shall return Metro the Property interest acquired by Apolo therein
under this Agreement and shall execute any and all
documents/Agreements, that are required by Metro to effect the return
of the Property rights to Metro. All Equipment on the Property owned
by Apolo shall be sold to Metro based on current value. If the
Equipment is owned by Apolo and the Parties do not agree to a value,
Apolo has the right or the remaining provisions of this Agreement.
b. It shall conduct sufficient work on the Property to maintain the
Property in good standing at all times hereinafter until the year
following any declared discontinuance, as referred Ito in 6.a.
7. This Agreement shall be governed by and interpreted in accordance with
international Law and in the Independent Country.
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ARTICLE 6
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The Payments
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1. As agreed by the Parties herein, that the Deal for the "Property" amounting
US $375,000.00 (US Dollar three hundred seventy five thousand) which is to
be paid in seven (16) installment basis to wit:
1st Payment on 15th April 2002 US$. 5,000.00
2nd Payment on 15th June 2002 US$. 20,000.00
3rd Payment on 15th September 2002 US$. 25,000.00
4th Payment on 15th December 2002 US$. 25,000.00
5th Payment on 15th March 2002 US$. 25,000.00
6th Payment on 15th September 2002 US$. 25,000.00
7th Payment on 15th March 2003 US$. 25,000.00
8th Payment on 15th September 2003 US$. 25,000.00
9th Payment on 15th March 2003 US$. 25,000.00
10th Payment on 15th September 2003 US$. 25,000.00
11th Payment on 15th March 2003 US$. 25,000.00
12th Payment on 15th September 2003 US$. 25,000.00
13th Payment on 15th March 2003 US$. 25,000.00
14th Payment on 15th September 2003 US$. 25,000.00
15th Payment on 15th March 2003 US$. 25,000.00
16th Payment on 15th September 2003 US$. 25,000.00
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2. Grand Total of Payments
3. In the event that a delay in the payment should occurred, both Parties has
agreed that Apolo shall a thirty (30) days period from the date of payment
to fulfil the payment.
ARTICLE 7
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Net Profit :
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1. Apolo shall calculate on a quarterly basis, the Net Profit Derive from the
operations on the Property. The quarterly basis of reporting shall coincide
with the quarterly reporting requirements of Apolo with the Securities and
Exchange Commission. These quarterly requirements are March, June,
September and December. Should the Mine start on any other basis, the first
quarter will be adjusted to abide with the dates mentioned above.
2. Apolo shall no later than 45 days after completion of quarter, determine
the Net Profit available to Metro and in turn pay to Metro the required
amount, as defined under Article 4 of this Agreement.
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3. Deliver a properly prepared Financial statement on Operation at the Mine
site, which shall include gross receipt from mineral sales during the
reporting quarter, the expenses that have been deducted, and the resulting
Net Profit and the portion applicable to Metro.
4. Provided however that, until such time as there are Net Profits available,
Apolo should deliver to Metro within 45 days of the end of a reporting
quarter, a detailed financial statement of all operations. This statement
even when no mineral recovery has occurred to date. Once the required
Equipment is in place and Production has commenced, the requirements for
reporting are in effect.
5. Apolo agrees as does Metro, that each Party will execute and deliver such
documents as may be necessary to permit both Apolo and Metro to record its
share rights against the property.
ARTICLE 8
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First Right of Refusal :
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Notwithstanding Article 3, in the event Metro wishes to sell all or part of its
interest in the Agreement or the Property itself, it shall first give notice to
Apolo in writing containing an offer to sell or part of its interest, and the
Terms of Sale that it would accept. The offer can be in Cash or other
consideration.
Apolo shall have 30 days from the date of receipt of notice from Metro to sell
or part, to reply in writing to Metro, re-Metro offer. Metro shall then be bound
by this proposal they have made to Apolo. The Parties then have a further 30
days to complete the accepted proposal that Metro has made and Apolo has
accepted. If Apolo fail to notify Metro before the expiration of the time
therein, then Metro may sell and transfer such interest offered to any third
Party or parties, provided it is on the same terms that Apolo either decline or
fail to exercise on.
ARTICLE 9
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NOTICES :
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Any notice, election, consent or other writing required or permitted to be given
hereunder shall be deemed to be sufficient given or postage prepaid or if given
by telegram, telex or faxes addressed as follows:
For Apolo: APOLO GOLD INC.
0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Telephone: 0000-000-000 4150
Fax: 0000-000-000-0000
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For Metro: MT METRO ASTATAMA
Jin. Xxx Baru Reya No 10
Kompl XXX. Xxxxxxxxx Xxxxx
Xxxxxxx - 00000 - Xxxxxxxxx
Telephone: 000-00-00-000-0000
000-00-000 130 282
Fax: 000-00-00-000-0000
ARTICLE 10
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The Parties Rights
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Each Party acknowledges that the other Party has other interest and business,
and that this Agreement is a non exclusive Agreement, and only relates to the
commerce herein and/or hereinafter, or otherwise agreed to by the Parties in
writing.
ARTICLE 11
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Definition :
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In addition to the Definitions contained in this Agreement, in this Article:
"Cost" means all items of outlay and expenses whatsoever, both direct and
indirect, with respect to the Property or any mine recorded by the purchaser in
accordance with generally accepted accounting principals and without limiting
generally, more particularly:
A. "Capital Costs" means :
a. All cost preparing and equipping the mine for commercial production
which are recorded prior to the completion date, including without
limiting generally, all amount invested in development headings, Heavy
equipment, Gold processors, housing, infrastructures, road
constructions, Drainage, Airport, and other facilities whatsoever.
b. All cost of maintaining efficient production of gold which are
recorded after completion data, including without limiting generally,
exploration and exploitation, development and acquisition of fixed
asset, and
c. For purposes only of calculation of Net Profits all items of outlay
and expenses obtained financial information and providing security as
recorded by Apolo.
B. "Exploration costs" means all cost recorded during the exploration period,
including without limiting generally, such reasonable charges for
administrative services as may charged by Apolo and or Metro.
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C. "Exploration Costs" means all cost relating to Production of minerals.
D. "Mine Costs" means Capital Costs, Exploration and Exploitation Costs.
E. "Operating Costs" means all cost which do not fall into any other class of
costs enumerated herein including, without limiting generally :
a. Payroll costs, including applicable fringe benefits, burden and other
direct payroll costs.
b. All other costs incidental to mining operation and Government
administrations,
c. all cost resulting from any slowdown, suspension or termination of
mining operation at the mine, whether voluntary or involuntary, and
howsoever arising,
d. all prepared expenses and costs of supplies and repair parts and
consumables for the operation of the Equipment and plant,
e. all taxes, other then income taxes, royalties or other charges or
imposts provided for pursuant to any Law or legal obligation imposed
by any government,
f. all incidental costs rehabilitation of the mine, reclamation and
environmental protection, and
g. such reasonable portion of the head office overhead costs as may be
charged by Apolo.
ARTICLE 12
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Confidentiality
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Both Parties, Apolo and Metro shall treat all data, reports, and other
information of any nature whatsoever relating to this Agreement and the Property
as confidential. The only exception to this would be matters that Apolo is
obliged to disclose to the Public, to the securities and Exchange commission in
its regular reporting requirements regarding consent of the other Party,
disclose to any third party any information concerning the Property or any
operation thereon. The Parties shall not buy, sell, or otherwise disclose any
information relating to the Property, unless such information is required to be
disclosed because of the applicable Law in Indonesia or in the U.S.A. In the
event, the required information will be provided to the other Party first before
any disclosure is undertaken.
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ARTICLE 13
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Addendum
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Both Apolo and Metro agree to produce an Addendum following this Agreement, to
cover any addition or modification as determined by the Parties. This Addendum
shall then become a legal and inseparable part of this Agreement and a binding
part of this Agreement.
ARTICLE 14
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The Spirit
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Essentially the spirit behind this Agreement is one of mutual trust and
confidence and the reliance on each of the signatories to do what is fair and it
shall be expected that each of the names signatories of private and or financial
nature to the utmost of each Parties ability.
ARTICLE 15
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In witness Whereof :
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This Agreement shall benefit and be binding upon the Parties and their
signatories hereto and their respective heirs, successors and assigns.
This Agreement shall be executed in two (2) original copies only and having same
Power of Law. One copy is provide to "Apolo" and one Copy is provide for
"Metro".
This "Agreement" is Executed on this 6th day of April 2002
The "First Party" The "Second Party"
Apolo Gold, Inc. PT. Metro Astatama
Apolo Gold, Inc. PT. Metro Astatama
CORPORATE SEAL CORPORATE SEAL
/s/ Martian Leirasseu /s/ X. Xxxxx Sabario
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Martian Leirasseu X. Xxxxx Sabario
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxx
------------------------------------- -------------------------------------
Xxxxxx Xxxxxxx Xxxxxxx Xxxxx
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