EXHIBIT 10.9.1
MEMORANDUM OF UNDERSTANDING
By this present Agreement entered into by, on the one side,
AURORA GOLD MINERACAO LTDA, a company with its Office at Xx. xxx Xxxxxxxx, x
xxxxxxx 000, xxxxx 0, xx. 215-A, parte, CEP: 22640-100, Barra da Tijuca, Rio de
Janeiro, RJ, in this act represented by its attorney XXXX XXXXXXXX XXXXXXXXXX XX
XXXXXXX, Brazilian, single, lawyer, registered at the Brazilian Bar Association
(RJ) under no. 80412 and registered at CPF/MF under no. 000.000.000-00,
hereinafter referred to as AURORA; and on the other:
ADONILDO XXXXXXXXX LIMA, Brazilian, single, bearer of ID card 27238/SSP/PA,
registered at CPF under no. 000.000.000-00, with address at Xx. Xxx. Xxxxxx, n
degrees 17, in Itaituba, PA, hereinafter referred to as 1ST LICENSEE; and XXXX
XXXXX XXXXXXX, Brazilian, single, self-employed, bearer of ID card no. 2253786
(2nd original) SSP/PA, registered at CPF under o n degrees 000.000.000-00, with
address at Av. Magalhaes Barata, n degrees 1089, Barbacena, PA, in this act
represented by ADONILDO XXXXXXXXX LIMA, already qualified above, hereinafter
referred to as 2ND LICENSEE, and jointly hereinafter referred to as LICENSEES,
and with all parties hereby named, when jointly, hereinafter referred to as
CONTRACTING PARTIES.
OBJECT: Hereinafter referred to as Garimpo do Bigode, made up of Applications
for Mining Permissions according to the list below:
BLOCK 1 Applications for Mining Permissions held by ADONILDO XXXXXXXXX LIMA,
DNPM no. 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97,
751.234/97, 751.235/97, 751.236/97, 751.237/97.
BLOCK II Applications for Mining Permissions held by XXXX XXXXX XXXXXXX, DNPM n
degrees 755.311/97, 755.312/97, 755.313/97, 755.314/97, 755.315/97, 755.316/97,
755.317/97, 755.318/97, 755.319/97, 755.320/97, 755.323/97, 755.324/97,
755.327/97, 755.328/97, 755.329/97, 755.330/97, 755.331/97, 755.332/97,
755.335/97, 755.336/97, 755.337/97, 755.338/97, 755.339/97, 755.340/97,
755.342/97, 755.343/97, 755.346/97, 755.347/97, 755.348/97, 755.350/97,
755.351/97, 755.354/97, 755.355/97, 755.357/97, 755.358/97, 755.359/97,
755.360/97, 755.362/97, 755.363/97, 755.364/97, 755.365/97, 755.366/97,
755.367/97, 755.370/97, 755.371/97, 755.373/97, 755.374/97, 755.375/97,
755.376/97, 755.377/97, 755.378/97, 755.379/97, 755.380/97, 755.381/97,
755.382/97, 755.383/97, 755.384/97, 755.387/97, 755.390/97, 755.391/97,
755.394/97, 755.395/97, 755.398/97, 755.399/97, 755.402/97, 755.403/97,
755.406/97, 755.407/97, 755.411/97, 755.412/97, 755.414/97, 755.415/97,
755.416/97.
A. WHEREAS the LICENSEES are the titleholders of certain mineral
rights located in the region of Garimpo do Bigode, in the Municipality
of Itaituba, PA, which rights refer to the above-mentioned PLG
Processes, with assured priority, in two blocks with distinct titles,
and hereinafter referred to as GARIMPO.
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B. WHEREAS AURORA wishes to explore and assess the gold potential
and have an option to acquire title to the mineral rights of GARIMPO
and for such purpose has been granted access to information gathered
on site by the LICENSEES, who agrees to this, with the knowledge that
the work done is at AURORA's expense and risk.
C. WHEREAS AURORA has the necessary technological and economic means
to develop gold mineral reserves and carry out exploration work in the
GARIMPO.
D. WHEREAS the CONTRACTING PARTIES wish to enter into and celebrate
an Agreement for the Assignment and Transfer of Mineral Rights of the
GARIMPO, and for such purpose AURORA will appoint a person of trust to
act on its behalf by means of a specific agreement which model is
hereto attached as Annex A. In order to preserve the negotiation, the
parties agree to execute this temporary "MEMORANDUM OF UNDERSTANDING",
hereinafter referred to as "MOU", and having as its object the
establishment of the rights and obligations of the CONTRACTING PARTIES
among themselves and any third party. A definitive Agreement for the
Assignment and Transfer of Mineral Rights shall be celebrated by the
parties at a later stage, following the terms and conditions outlined
in the clauses ahead.
E. WHEREAS AURORA, in order to maintain the negotiations and
eventually celebrate a definitive agreement based on this MOU, shall
submit a due diligence within 180 days.
Therefore, the CONTRACTING PARTIES have decided to enter into and celebrate this
MEMORANDUM OF UNDERSTANDING which shall be subject to the following terms and
conditions:
1. EVALUATION AND STATEMENT OF INTEREST
1.1 - In view of that specified in item B of this MOU, AURORA undertakes hereby
to pay the LICENSEES the sum of US$ 35,000.00 (thirty-five thousand US
dollars) as a deposit to have the sole and exclusive right to duly and in
detail appraise the GARIMPO.
1.2 - The payment of the DEPOSIT shall be effected within five days of the
signing of this MOU, with the signing of this instrument as proof of
payment, while the subsequent payments shall be made through a bank deposit
in favour of ADONILDO XXXXXXXXX LIMA, current account with Banco Bradesco,
account n degrees 4211-0, at Branch n degrees 0759-5, in the city of
Itaituba, which the LICENSEES indicate to AURORA.
1.3 - The LICENSEES, as from the date of the execution hereof and within 180
(one hundred and eighty) days, undertake not to assign, transfer, encumber
or lien the mineral rights comprised in the GARIMPO, which information,
according to the terms and conditions set forth in this instrument, shall
be made available to AURORA to
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inspect and examine all and any data it might have access to in regard
to GARIMPO. During this period, AURORA shall make site visits, examine the
data and, if so decides, may exercise its option to acquire GARIMPO. In
case AURORA decides to exercise its option to acquire GARIMPO, it shall
notify the LICENSEES of its decision at least five (5) days prior to the
expiration of the above-mentioned period.
2 ASSIGNMENT AND TRANSFER OPTION OF MINERAL RIGHTS
2.1 - In accordance with item 1.3. of this MOU, having AURORA notified the
LICENSEES of its interest to acquire the GARIMPO, the parties hereby shall
celebrate within 5 days an Agreement for the Assignment and Transfer of
Rights and Other Covenants, which shall establish and govern the terms and
conditions of the transfers, as well as to register such agreement before
the DNPM, provided it agrees to pay as price for the assignment of the
mineral rights and the possession rights, the amounts established as
follows:
Payment US$ Date
I 60,000 30.10.2006
II *80,000 12 months after the payment provided for in item I
III **90,000 24 months after the payment provided for in item I
IV 100,000 36 months after the payment provided for in item I
V 1,000,000 48 months after the payment provided for in item I
Total US$ 1,330,000.00
* The payment of this instalment and others shall be made provided registration
of the transfer of rights in question has been made.
** The payment of this instalment and others shall be made provided survey
authorization for the mineral rights in question has been obtained.
2.1.1 In addition to the price herein established, AURORA shall pay to the
LICENSEES a monthly participation in the mining results which
might be obtained in any of the mineral rights in the GARIMPO in a
amount equivalent to 0.75% (zero point seventy-five percent) of the
monthly net results of the primary gold production in any of the
mineral rights in object, as defined below in item 2.1.2.
2.1.2 The participation in the mining results shall be paid by the 10th
(tenth) business day of the month subsequent to the production
month, and the payment shall be made through a bank deposit as
stipulated by the 1ST LICENSEE.
2.1.3 For the purposes specified above, the production net result shall
correspond to the value of the gross revenue AURORA obtains from
the sale of the gold produced by AURORA and originating from the
GARIMPO, being deducted the values corresponding to (i) transportation
cost from the mine to the refinery; (ii) refining cost; (iii) any and
all direct taxes of any nature incurring upon the
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commercialization of the gold; and (iv) "financial compensation"
as provided for in Law 7790 of December 28, 1989.
2.1.4 AURORA is entitled to the right to redeem the obligation for
participation payment in the mining results upon payment,
equivalent in local currency, of US$ 500,000.00 (five hundred thousand
US dollars).
2.2 The LICENSEES agrees to transfer the mineral rights referring to the
GARIMPO immediately upon the interest by AURORA is confirmed and against
payment of the amount (I) indicated in item 2.1 and upon confirmation of
its priority.
2.3 The LICENSEES shall, under the terms of this instrument, hereby and in the
best form of the law, permit AURORA to execute in the GARIMPO for an
initial period of 6 (six) months as from the date of this MOU, and an
additional 48 (forty-eight) months in case the GARIMPO is acquired,
assessment work and geological survey which it deems necessary to ascertain
the existence of possible primary deposits which may be economically
explored. It should be noted that during the geological assessment of the
GARIMPO, the LICENSEES may develop works therein provided that work in the
said mining site does not interfere with AURORA'S research activities.
2.4 Regarding the ownership, the LICENSEES declare to be the legitimate and
sole owner of the areas comprising the GARIMPO, and therefore, the mining
results, right to rental or any indemnifications are included in the prices
established in clause 2.1. above. In case of absence of authorizations or
eventual problems with access or title to the surface areas, these shall be
resolved by the LICENSEES, and in the absence of a solution, AURORA is
authorized to resolve such matters and shall deduct all and any cost
incurred from the values due to the LICENSEES.
2.5 For such purpose, the LICENSEES agree to the best of their ability to
provide AURORA with technical, legal and operational support, as well as
undertake to endeavour their best efforts to give AURORA any information it
might have access to with respect to the GARIMPO, and to take all actions
necessary for the expeditious registration of the documents needed in order
for the Agreement to be implemented, with AURORA being responsible for the
financial expenses incurred to obtain such results.
2.6 AURORA may, after the registration of the assignment and transfer of
rights, transfer to any third parties, in whole or in part, the mineral
rights granted to it under this Agreement, provided there is an inclusion
of a clause in this regard.
2.7 At any time, AURORA shall be entitled to terminate the Agreement and drop
the GARIMPO project, by means of a notice, fax, cable or advice to the 1ST
LICENSEE to this effect, being henceforth free of any and all payment
commitments yet to be due. If AURORA decides to exercise its option to
terminate the Agreement, it shall deliver to the LICENSEES in due course a
detailed technical report which shall include all and any information
gathered to date.
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2.8 Each of the CONTRACTING PARTIES herein shall be liable for any and all
environmental damages resulting from their activities carried out in the
GARIMPO. In this regard, the LICENSEES are responsible for the
environmental damages caused to the GARIMPO up to the signing of this
agreement. In case of non-compliance of such obligations, AURORA is
authorized to provide for eventual recovery work, deducting the expenses
incurred from the amounts payable as indicated in above item 2.1.
2.9 At any time during the period of this MOU, AURORA may exercise the right
referred to in clause 1.3 above, by means of an express notification to the
LICENSEES in this regard, from which the transfer of the mineral rights
shall be effected and the definitive agreement signed within 5 (five) days,
and for this purpose the LICENSEES hereby xxxxx xxxxxx to the
representative of AURORA to enable him to submit the respective transfer to
the DNPM, according to Annexes B and C.
2.9.1. According to the provision in clause 1.3.1 above, the payment
indicated in item I shall be due within 5 (five) days after the
registration of the transfer of the mineral rights by DNPM, or on
30.10.2006, whichever occurs first, and the subsequent payments shall
be due every 12 (twelve) months from the previous payment.
3. CONFIDENTIALITY
3.1. The terms of this Agreement as well as all and any technical and financial
information referring to the GARIMPO constitute confidential information of the
CONTRACTING PARTIES and shall not be disclosed, divulged or made known to any
third party or published without previous written consent of the non-disclosing
party. Exception to the confidentiality obligation will be the case in which any
of the CONTRACTING PARTIES needs to disclose said information as a result of it
being linked to the stock market and disclosure is required by law.
4. COMMUNICATION
4.1. Any notice and communication related to the GARIMPO shall be given in
writing and shall be deemed to be effectively given upon personal delivery, or
by registered letter or upon receipt of transmission by fax or cable, provided
there is an acknowledgement of receipt.
5. REPRESENTATIONS AND WARRANTIES
5.1. Each of the CONTRACTING PARTIES herein represents and warrants to each
other that:
(a) They have the power, capacity and authority to enter into
and perform the Agreement and all transactions contemplated
herein;
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(b) There are no provisions in their By-laws, statutes or
agreements of which they are a party or object to which may
prevent the celebration and execution of this Agreement;
(c) The celebration of the Agreement will not result in a
default under any agreement or instrument to which the PARTIES
are a party, as well as will not infringe any applicable laws,
regulations, suits, decree or rule which they might obey or any
arrangement, waiver, or agreement of which there are a party;
(d) There are no pending liabilities, warranties, pledge, or any
other obligations which might significantly in any way interfere
with the mineral rights object of the Agreement, and said rights
are free and clear of any claims, liens or encumbrances;
(e) In respect of item 2.1, with regard to the mineral rights
herein referred, there are no contractual obligations in respect
to royalties, finder's fee and/or any other contribution to any
landowners, occupiers or third parties;
(f) There are no pending environmental liabilities.
6. AMENDMENTS AND PREVIOUS EVENTUAL AGREEMENTS AND GENERAL DISPOSITIONS
6.1. This MOU represents and comprises all the understanding and commitments
agreed upon amongst the CONTRACTING PARTIES, and replaces or overlaps any and
all previous agreements and negotiations, verbal or written, with regard to the
issues herein addressed.
6.2. By this MOU, the signatories, their successors and any authorized assignees
are obliged to comply with the terms and conditions set forth herein.
6.3. This MOU shall not be amended, in its parts or as a whole, except when
previously agreed amongst the parties, and provided that such changes are done
upon a written consent, executed and signed by the representative of each party.
6.4. No tolerance by any of the CONTRACTING PARTIES with regard to future
non-compliance of this instrument shall constitute an amendment or novation of
the conditions agreed upon herein.
6.5. This MOU and its annexes, which after signed by the CONTRACTING PARTIES and
the witnesses will make an integral part of this instrument, represent the whole
agreement entered into by the Parties, and shall govern and regulate their
activities, according to the terms and conditions set forth hereto.
6.6. The terms set forth in this agreement are valid and binding and shall
regulate and govern the business amongst the CONTRACTING PARTIES, until a
definitive Agreement is executed which is expected to occur by 30.10.06.
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6.7. The CONTRACTING PARTIES declare and warrant that they will grant an
extrajudicial, executive power to this agreement, with full force, according to
the terms established in item II, article 621 of the Code of Civil Procedure,
with the reading given in Law 8953/94.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1. This agreement shall be governed by the laws of Brazil.
7.2. The Parties hereby agree that any and all dispute arising from this
agreement shall be resolved at the Main Court of the city of Rio de Janeiro, RJ,
with the waiver of any other, prevailing over any others. However, the parties
are entitled to solve any dispute by means of arbitration at the court of the
city of Rio de Janeiro, provided that they have reached this decision by mutual
agreement.
IN WITNESS WHEREOF, the parties execute this instrument in 3 (three)
counterparts of identical tenor and form, in the presence of the witnesses
below, who also subscribe this instrument, for all legal effect.
Itaituba, PA, April 24, 2006
AURORA GOLD MINERACAO LTDA.
ADONILDO XXXXXXXXX LIMA
XXXX XXXXX XXXXXXX
PP. ADONILDO XXXXXXXXX LIMA
WITNESSES:
1) 2)
NAME: NAME:
CPF: CPF:
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ANNEX A
TO THE DIRECTOR OF THE NATIONAL DEPARTMENT OF MINERAL PRODUCTION (DNPM)
DNPM no. 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97,
751.234/97, 751.235/97, 751.236/97, 751.237/97.
ADONILDO GON XXXXX LIMA, Brazilian, single, bearer of ID card 27238/ SSP-PA,
registered at CPF under no. 000.000.000-00, with address at Xx. Xxx. Xxxxxx, n
degrees 17, Itaituba, PA, hereinafter referred to as ASSIGNOR and XXXXXXXXXXXX,
hereinafter referred to as ASSIGNEE, hereby inform and submit the following
On 20.10.06, the ASSIGNOR, applicant of the above-mentioned mineral rights,
executed with the ASSIGNEE an "AGREEMENT OF ASSIGNMENT OF MINERAL RIGHTS",
transferring to the latter the aforesaid mineral rights, in accordance with the
document submitted to this DNPM as per annex 1, and as such, the parties hereby
present resolve to apply for the filing and registry of the requests for
assignment and registration of the transfer.
As submitted
We request your approval.
Belem, October 20, 2006
ADONILDO XXXXXXXXX LIMA
XXXXXXXXXXXXX
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PRIVATE AGREEMENT FOR THE ASSIGNMENT AND TRANSFER OF MINERAL RIGHTS
AS FOLLOWS:
By this private agreement and as prescribed by law, the parties: ADONILDO
XXXXXXXXX LIMA, Brazilian, single, bearer of ID card 27238/SSP/PA, registered at
CPF under no. 000.000.000-00, with address at Xx. Xxx. Xxxxxx, n degrees 17,
Itaituba, PA, hereinafter referred to as ASSIGNOR and XXXXXXXXXXXX, hereinafter
referred to as ASSIGNEE,
WHEREAS the ASSIGNOR is the titleholder of PLG Processes DNPM no. 751.228/97,
751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97, 751.234/97,
751.235/97, 751.236/97, 751.237/97, hereinafter referred to as Mineral Rights,
which are free and clear of any claims, liens or encumbrances;
WHEREAS the ASSIGNOR wishes to assign to the ASSIGNEE the Mineral Rights, and
the latter being in agreement with such transfer, the Parties agree to execute
this Agreement of Assignment and Transfer of Mineral Rights, in accordance with
the following clauses and conditions:
1. By this present private agreement entered into, and as prescribed
by law, the ASSIGNOR assigns and transfer to the ASSIGNEE the Mineral
Rights, as they are in fact assigned and transferred, in a definitive
manner.
2. It is up to the ASSIGNEE to verify with the DNPM the correctness,
validity and legal status of the Mineral Rights now being assigned,
and it is agreed that this present instrument will automatically loose
any legal effect with regard to any of the Mineral Rights which for
any reason is denied or declined by the DNPM, and as such nothing
shall be claimed against the ASSIGNOR, and the parties shall mutually
endeavour their best efforts to obtain the registration of the
assignment now being agreed upon.
3. It is the responsibility of the ASSIGNEE, independently of the
registration of the Mineral Rights referred to herein, to pay for all
and any taxes or expenses.
4. The ASSIGNOR hereby grants the ASSIGNEE, with regard to the
Mineral Rights, full representation powers with the DNPM - National
Department of Mineral Production, the Ministry of Mines and Energy,
the State Secretary for Environment of the State of Para, and IBAMA -
the Brazilian Institute of Environmental and Renewable Natural
Resources, with full powers to request and apply for the registration
of the assignment, provide declarations and clarifications, to sign,
present or withdraw any document, to meet requirements, make payments,
receive the corresponding receipts, to ratify or rectify, or to
compromise as well as to practice any and all acts necessary for the
good compliance of the powers herein granted.
5. This present instrument is irrevocable and the signatories, their
heirs or successors, are obliged to comply with the terms and
conditions set forth herein, and any previous document signed between
the parties with the object being the assignment and transfer of the
Mineral Rights referred herein shall be null and void.
6. The Parties hereby agree that any and all dispute arising from
this agreement shall be resolved at the Main Court of the city of Rio
de Janeiro, with the waiver of any other, prevailing over any others.
IN WITNESS WHEREOF, the parties execute this instrument in 3 (three)
counterparts of identical tenor and form, in the presence of the witnesses
below, who also subscribe this instrument.
Belem, October 20, 2006
ADONILDO XXXXXXXXX LIMA XXXXXXXXXX
WITNESSES:
1)
2)
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Annex B
POWER OF ATTORNEY
ADONILDO XXXXXXXXX LIMA, Brazilian, single, bearer of ID card 27238-SSP/PA,
registered at CPF under no. 000.000.000-00, with address at Xx. Xxx. Xxxxxx, n
degrees 17, Itaituba, PA, appoints as his attorney XXXX XXXXXXXX XXXXXXXXXX XX
XXXXXXX, Brazilian, single, lawyer, registered in the Brazilian Bar Association
(RJ) under no. 80412 and enrolled in the Individual Taxpayer's Register no. CPF
000.000.000-00 to represent him in the condition of titleholder of certain
mineral rights located in the areas named Garimpo do Bigode, municipality of
Itaituba, State of Para, made up of Applications for mining permissions
specified as follows: DNPM 751.228/97, 751.229/97, 751.230/97, 751.231/97,
751.232/97, 751.233/97, 751.234/97,751.235/97, 751.236/97, 751.237/97, with
ample powers to take all necessary steps to receive, transfer and assign,
whether free or in payment, the Requests for Mining Permits and the Survey
Requests, and may apply whatever is necessary, including request for
transformations of the same requests into Mineral Research Licenses, as well as
visit, and so practice such acts, and contact the NATIONAL DEPARTMENT OF MINERAL
PRODUCTION - DNPM, the Ministry of Mines and Energy, the Brazilian Institute of
Environmental and Renewable Natural Resources, SECTAM, and any federal, state,
municipal or Federal District agencies, Notary Public offices, Government
Registries in general, with powers also to sub-establish this Power of Attorney
which, therefore, is signed in an irrevocable manner. This present mandate is
valid until 30.12.2006.
Itaituba, April 24, 2006
ADONILDO XXXXXXXXX LIMA
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ANNEX C
POWER OF ATTORNEY
XXXX XXXXX XXXXXXX, Brazilian, single, self-employed, ID card no. 2253786 (2nd
original) SSP/PA, registered at CPF under n 000.000.000-00, with address at Av.
Magalhaes Barata, n degrees 1089, Barbacena, PA, in this act represented by
Adonildo Xxxxxxxxx Lima, Brazilian, single, bearer of ID card 27238-SSP/PA,
registered at CPF under no. 000.000.000-00, with address at Xx. Xxx. Xxxxxx, n
degrees 17, Itaituba, PA, appoints as his attorney XXXX XXXXXXXX XXXXXXXXXX XX
XXXXXXX, Brazilian, single, lawyer, registered in the Brazilian Bar Association
(RJ) under no. 80412 and enrolled in the Individual Taxpayer's Register no. CPF
000.000.000-00, granting him powers to represent him in the condition of
titleholder of certain mineral rights in the location named Garimpo do Bigode,
Municipality of Itaituba, state of Para, comprised of Requests for Mining
Permits specified as follows: DNPM no. 755.311/97, 755.312/97, 755.313/97,
755.314/97, 755.315/97, 755.316/97, 755.317/97, 755.318/97, 755.319/97,
755.320/97, 755.323/97, 755.324/97, 755.327/97, 755.328/97, 755.329/97,
755.330/97, 755.331/97, 755.332/97, 755.335/97, 755.336/97, 755.337/97,
755.338/97, 755.339/97, 755.340/97, 755.342/97, 755.343/97, 755.346/97,
755.347/97, 755.348/97, 755.350/97, 755.351/97, 755.354/97, 755.355/97,
755.357/97, 755.358/97, 755.359/97, 755.360/97, 755.362/97, 755.363/97,
755.364/97, 755.365/97, 755.366/97, 755.367/97, 755.370/97, 755.371/97,
755.373/97, 755.374/97, 755.375/97, 755.376/97, 755.377/97, 755.378/97,
755.379/97, 755.380/97, 755.381/97, 755.382/97, 755.383/97, 755.384/97,
755.387/97, 755.390/97, 755.391/97, 755.394/97, 755.395/97, 755.398/97,
755.399/97, 755.402/97, 755.403/97, 755.406/97, 755.407/97, 755.411/97,
755.412/97, 755.414/97, 755.415/97, 755. 416/97, with ample powers to take all
necessary steps to receive, transfer and assign, whether free or in payment, the
Requests for Mining Permits and the Survey Requests, and may apply whatever is
necessary, including request for transformations of the same requests into
Mineral Research Licenses, as well as visit, and contact the NATIONAL DEPARTMENT
OF MINERAL PRODUCTION - DNPM, the Ministry of Mines and Energy, the Brazilian
Institute of Environmental and Renewable Natural Resources, SECTAM, and any
federal, state, municipal or Federal District agencies, Notary Public offices,
Government Registries in general, with powers also to sub-establish this Power
of Attorney which, therefore, is signed in an irrevocable manner. The present
mandate is valid until 30.12.2006.
Itaituba, April 24, 2006
XXXX XXXXX XXXXXXX
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