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EXHIBIT 10(XX)
SINGKAMAS AGUNG LTD.
ACQUISITION AGREEMENT
Whereas this Acquisition Agreement (AA) is made and entered into on this 26th
day of January 1997, by and between:
1. SINGKAMAS AGUNG LTD. (hereinafter referred to as "SINGKAMAS"), a
corporation organized under the laws of the Bahamas and having
representative offices in Singapore. Singkamas is represented in this
transaction by Xxxxxxx Xxxx (Xxxx); and,
2. KALIMANTAN RESOURCES LTD. (hereinafter referred to as "KALIMANTAN"), a
corporation organized under the laws of the Commonwealth of the British
Virgin Islands, and having registered offices in the Commonwealth of
the British Virgin Islands. Kalimantan is a wholly owned subsidiary of
Nevada Manhattan Mining Inc. which has a representative office at 0000
Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000. Kalimantan is
represented in the AA by Xxxxxxxxxxx Xxxxxxx (CDM) and Xxxxxxx Xxxxxx
(JK).
Singkamas and Kalimantan are hereinafter referred to the "PARTIES" to this AA.
WITNESSETH
I. CONTRACTUAL TRANSACTIONS
Whereas Singkamas controls potential gold mining concessions as well as
potential coal mining concessions (hereinafter referred to as the "CONCESSIONS")
in West and East Kalimantan, Indonesia:
GUNUNG SILOBAT (SINGKAWANG) CONCESSION
Whereas Singkamas and Kalimantan entered into a "Participation
Agreement" dated 21 December 1996 for the exploration and exploitation
of the Gunung Silobat Concession, also referred to in the Participation
Agreement as the Singkawang Concession, which is located in the
Singkawang Region of West Kalimantan, Indonesia. As delineated in the
Agreement (which is attached herewith as EXHIBIT I), Singkamas
introduced, evaluated, secured, and recommended the Gunung Silobat
Concession as well as other potential concessions within this
Singkawang
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gold district to Kalimantan for which consideration will be outlined
and described in this Agreement.
Following Singkamas' efforts to introduce, secure, and recommend the
Gunung Silobat Concession and others to Kalimantan, Kalimantan through
its local Indonesian nominee company which it controls (hereinafter
referred to as "PT DUTA SENA RAHAYU")-acquired the rights to the
government mining authorizations held by PT Kajiwahidah Mandiri
(hereinafter referred to as "KAJIWAHIDAH") for the exploration and
exploitation of the 62-hectare Gunung Silobat Concession and,
potentially, the immediate surrounding areas by expanding the current
exploitation license. At the time of the signing of the "Transfer
Agreement" dated 21 December 1996 between Kajiwahidah and PT Duta,
Kajiwahidah controlled several valid government licenses, one known as
a Kuasa Pertamabangan Expoitasi (KPE) for the exploration and
exploitation of gold metals on the Gunung Silobat Concession, and
another license known as a Kuasa Pertambangan Pengangkutan Xxx
Penjualan for the transport and sale of gold from the Concession.
Furthermore, Kajiwahidah represented that it could expand its
exploitation licenses to include 62 hectares. For any new areas of land
beyond those delineated above, Kajiwahidah agreed to use its best
efforts to obtain additional concession, either through blocking land
at the Dept. of Mines and Energy or by seeking cooperations and/or
acquisitions of other KPEs. In any event, Singkamas is prepared to use
its best abilities to assist Kalimantan/Duta in achieving its
objectives for expanding its concession. As described in the Transfer
Agreement, Kajiwahidah agreed to transfer its' 100% interest and/or
it's effective control in the Gunung Silobat Concession to Duta as well
as its' rights to the Government Licenses for the exploration,
exploitation, transport, and sale of gold minerals on the Concession.
As part of the development, exploration/exploitation, and further
investigation/exploration of the Concession, the Parties have already
initiated a site survey in December 1996 and sample testing (via test
pits) of the Concession and surrounding areas. The survey team which
traveled to the Concession consisted of members of Kalimantan's
executive board, professional geologists from Indonesia, and an expert
consultant from Xxxxx Xxxxxxx & Co. which is an internationally renown
mining consulting company. Although the surveys were important, the
results from the laboratories indicate that the Concession does reside
within a gold mineralization zone and that its' potential value is
great (See Geologists/Laboratory Reports in EXHIBIT II). Because of the
outstanding potential for gold reserves in the Singkawang Region and,
especially, for the surrounding land/hills contiguous with the Gunung
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Silobat Concession, Singkamas will continue to introduce, evaluate,
secure, and recommend additional concessions to Kalimantan and/or Duta.
The Parties already believe that they have identified potential gold
mining concessions which are contiguous with Gunung Silobat and can
expand their rights to explore and exploit gold metals within this
Singkawang Region from 62 hectares up to approximately 15,000 hectares
and beyond.
THREE (3) COAL CONCESSIONS
Whereas Singkamas has completed the acquisition of three (3) potential
coal mining concessions (hereinafter referred to as the "Concessions")
which reside in a widely recognized coal mineralization zone in East
Kalimantan. These Concessions consist of approximately 280,000 hectares
(or 700,000) acres. Concession I consists of approximately 109,900
hectares; Concession II consists of approximately 104,700 hectares; and
Concession III consists of approximately 71,420 hectares.
Singkamas negotiated the acquisition of these 3 concessions in December
1996 and executed the written agreements on January 7, 1997 through a
series of "Development Agreements" between Singkamas and the PT Andhika
Group of Companies (hereinafter referred to as "ANDHIKA"). The
Development Agreements and all relevant data in respect of concession
information and government filings and licenses/approvals are attached
herewith in EXHIBIT III. Per Andhika's official government filings with
the Dept. of Mines & Energy, the 3 coal concessions are to be
developed, explored and, later, exploited under the Contract of Work
("COW") scheme.
Under the terms of the Development Agreements with Singkamas, it was agreed
between the Parties that Andhika would be responsible for obtaining all
necessary government licenses and, most importantly, the COW, for the
development, exploration, and exploitation of coal from the 3 concessions;
furthermore, Andhika would seek all necessary government licenses related to the
transport and sale of coal produced from the Concessions. Under the terms of the
Development Agreements, Singkamas would receive a 77.5% participation and
interest in each of the 3 coal mining concessions and would provide certain
development funding and other mining and management expertise. The specific
terms of funding as well as consideration which is to be paid to Andhika is
accurately described in the Development Agreements which are attached herewith
in Exhibit III. The Parties agreed that Singkamas would be entitled to appoint a
third party (such as Kalimantan and/or its' local Indonesian nominee company) to
accept a transfer of the COWs and other relevant government licenses in respect
of the 3 coal mining concessions.
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The Parties agree that any additional information, points of agreement, and/or
amendments in respect of the Gunung Silobat Concession and the 3 Coal
Concessions will be attached to this Acquisition Agreement as ADDENDUMS.
In the event that Andhika is unable to perform the required obligations and
responsibilities with respect to government licenses and, in particular, the
COWs, Kalimantan/Nevada (with the assistance of Singkamas as necessary) has a
first right to step in with respect to any and all title issues, and to cure or
effect as needed. This may adjust required payments for said properties at the
sole expense of sellers.
Whereas KALIMANTAN is a wholly-owned subsidiary company of Nevada Manhattan
Mining Inc. (hereinafter referred to as "NEVADA") which currently operates gold
mining concessions in the state of Nevada. Kalimantan has the desire, interest,
and ability to acquire and finance the exploration, development and exploitation
of the Gunung Silobat/Singkawang Concession, and the Three (3) Coal Concessions
(hereinafter referred to as the "TRANSACTIONS"). Kalimantan/Nevada has already
begun its' due diligence process to verify the values on the Concessions.
II. CONSIDERATION FOR THE TRANSACTION
Under the terms of this Acquisition Agreement for the gold and coal concessions,
the Parties agree on the following for the development, exploration, and
exploitation of the Concessions:
Whereas Singkamas will merge 51% control and interest in each of the
Concessions in to Kalimantan for the following terms, conditions, and
consideration:
1. Kalimantan's parent company, Nevada, will issue common shares
of Nevada's Common Stock to Singkamas on the following basis:
Four Million (4,000,000) Shares of Nevada's Common
Stock will be issued to Singkamas: Two Hundred
Thousand (200,000) shares of which will be issued
with Piggy-back registration rights upon the signing
of this AA as a signing bonus; and the balance of
Three Million Eight Hundred Thousand (3,800,000)
shares of Common Stock to be issued upon an
independent economic valuation of the Properties
commensurate with industry standards to no less than
USD$40,000,000 or like value. Twenty-five percent
(25%) of the 3.8 million shares referenced above will
have Piggy-back registration rights.
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2. Cash payment(s) of approximately USD$6,000,000, commensurate
with Singkamas' obligations per its Development Agreements
with Andhika, which is to be finalized and paid at a date to
be determined by the Parties, will be assumed by
Kalimantan/Nevada, after the results from the gold and coal
concessions are completed by Kalimantan/Nevada in the above
referenced economic valuations. Any additional cash payments
are to be discussed at a later date as necessary.
3. Exploration Program & Board Representation
(a) Kalimantan must commence exploration on the
Concessions within 6 months but not later than 12
months from the execution of this AA.
(b) Singkamas will be entitled to Board representation of
Nevada's Board of Directors.
4. Default Provisions
(a) Kalimantan/Nevada, Xxxxxxxxxxx Xxxxxxxx & Xxxxxxx
Xxxxxx shall be deemed "key men" to this transaction;
and any change in corporate management without the
express written consent of Singkamas shall be deemed
a default and the gold and coal concessions shall
revert back to Singkamas at no cost.
(b) In the event that Kalimantan/Nevada is unable to
complete the development of any of the above
concessions, it is mutually agreed by the Parties
that its interests shall be prorated under some
mutually agreed formula.
5. Singkamas reserves the right to substitute or add other gold
or coal mining concessions or like potential value with the
approval of Kalimantan/Nevada.
6. Voting Trust: Singkamas will vote its shares in favor of
management as long as CDM and JK are executives of
Kalimantan/Nevada.
7. All exploration, operating, and budgetary costs to effectuate
the Company's due diligence and development of the Concessions
will be 100% undertaken by Kalimantan and/or Nevada and will
be fully recoupable prior to any distribution of profits.
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8. It is understood that this agreement and all compensation
agreed hereto by both parties above holds true throughout any
and all Kalimantan subsidiaries and spin-off public companies
that may arise through any corporate structure reorganization.
9. Singkamas will use its best efforts and good faith to fully
cooperate with Kalimantan/Nevada to succeed, especially in
Indonesia.
10. Other Consideration(s)
a) Kalimantan/Nevada will have a first right of refusal
to acquire Singkamas' 26.5% interest in these gold
and coal concessions at terms to be mutually agreed
upon by the Parties.
b) Kalimantan/Nevada will have a first right of refusal
to acquire any additional concessions or properties
which Singkamas may make available or control.
The execution of this AA is legal and binding on all Parties, and this Agreement
is ratified by the Board of Directors of both corporations.
Executed in South Hampton, Bermuda on this 26th day of January 1997 by:
SIGNATORIES
Nevada Manhattan Mining, Inc. and
Kalimantan Resources Ltd. Singkamas Agung Ltd.
/s/ /s/
Name: Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxx
Title: Chairman/CEO Title: President Director
/s/ /s/
Name: Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxx
Title: President Title: Asst. Food & Beverage
Manager
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EXHIBIT I: PARTICIPATION AGREEMENT BETWEEN
KALIMANTAN AND SINGKAMAS
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PARTICIPATION AGREEMENT
This PARTICIPATION AGREEMENT (this "Agreement") is made and entered
into as of the 21st day of December 1996 by and between:
KALIMANTAN RESOURCES, LTD., a corporation duly organized and validly existing
under the laws of the British Virgin Islands (hereinafter referred to as
"Kalimantan"); and
SINGKAMAS AGUNG LTD., a limited liability company duly organized and validly
existing under the laws of the Bahamas (hereinafter referred to as "Singkamas").
Kalimantan and Singakamas are also hereinafter referred to as the "Parties".
WITNESSETH
WHEREAS, Singkamas has evaluated, secured and recommended and introduced PT Duta
Sena Rahayu to the opportunity to acquire all of the mining authorizations
("Kuasa Pertambangan" or "KP") and interest currently held by PT Kajiwahidah
Mandiri in respect of an area of West Kalimantan Indonesia registered as KP DU
480/Kalbar (which mining authorizations are hereinafter referred to as the
"KP's");
WHEREAS, the shareholders of PT Duta Sena Rahayu have entered into a Cooperation
Agreement of even date herewith whereby, for certain agreed consideration, they
have agreed to hold the shares of PT Duta Sena Rahayu for the benefit of
Kalimantan;
WHEREAS, in consideration of the effort devoted by Singkamas to create the
opportunity for the acquisition of the KP's by PT Duta Sena Rahayu, Kalimantan
has agreed to grant Singkamas a participation in the commercial benefits derived
by Kalimantan in respect of the KP's as set forth more fully herein;
NOW, THEREFORE, the Parties hereto do hereby agree as follows:
1. SCOPE OF PARTICIPATION
Kalimantan agrees that it shall grant to Singkamas a participation in
the net profits to be derived from the exploitation of the mining areas
described in the KP's and/or other equity participation, in a
percentage and on detailed terms and conditions to be determined later
in good faith.
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2. SINGKAMAS CONSULTATION RIGHTS
Kalimantan hereby undertakes that it shall not make any transfer,
either directly or indirectly, of any legal or beneficial interest it
may have in the KP's and/or in PT Duta Sena Rahayu, or make any
assignment for security purposes or otherwise of such interest, without
the prior written consent of Singkamas which shall not be unreasonably
withheld.
3. LOSS SHARING
In the even that the project described herein results in a loss
requiring additional capital or financial assistance from Kalimantan,
Singkamas agrees to share such loss on a pro rata basis in proportion
to the participation percentage agreed to pursuant to section 1 of this
Agreement.
4. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California, United States of America, without
reference to its rules concerning choice of law.
IN WITNESS WHEREOF, the Parties hereto do hereby agree as follows:
KALIMANTAN RESOURCES LTD. SINGKAMAS AGUNG LTD.
By: /s/ by: /s/
Name: Name:
Title: Title:
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EXHIBIT II: GEOLOGISTS' REPORT FOR
GUNUNG SILOBAT
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PETROLOGY OBSERVATION IN THE VICINITY OF
THE MOUNT SILOBAT OF GOLD PROSPECT
AREA, SINGKAWANG WEST KALMANTAN
----------------------------------------
Based on the previous investigation and core drilling data, as well as the
recent observation in the vicinity of Mount Silobat can be stated that the types
of rock occupying this area generally consist of metasediment of shale and slate
intruded by igneous rock of quartz diorite which is partly younger, and belong
to the upper cretaceous and followed by hydrothermal processes effecting the
host rock of quartz diorite. It * indicated by the presence of supergene and
hypogene alteration distributed throughout this area. Supergene alteration is
locally present at and near the surface and its intensity gradually decreases to
down. It there gives way to hypogene alteration or is separated by a zone of
fresh rock from active hypogene alteration at still greater depth.
CHARACTERISTIC OF SUPERGENE AND HYPOGENE ALTERATIONS
The supergene alteration in this area is characteristic by clayey materials and
silica mixed with the hydrated iron oxides. The hydrated iron oxides possibly
result from alteration of accessory magnetite. No sulphate mineral has been
found among the supergene minerals produced by down-xxxx-percolating sulphuric
acid solution. It indicated by the absence of sulphide ferro minerals, such as
pyrite.
The product of supergene alteration can be classified as laterite soil which is
distributed and almost cover the whole area, with thickness possibly more than 6
metres. It can be predicted from the one of escarpment near the Pool. A having a
height about of 6 metres. the lower part of the supergene alteration possibly
occupied by supergene enrichment zone which commonly has a breccia texture with
fragments of slightly fresh quartz diorite and metasediment of slate, and it
cementing materials commonly consist of iron
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rich bearing clayey materials, fine grained quartz and feldspar. The ore
minerals trapped in this zone are generally secondary copper sulphides, such as;
azurite and malachite with a pervasive goethite and jarosite assemblage. It
indicates the possible former presence of chalcopyrite, possibly as an
interstitial mineral.
The underlying of supergene enrichment is commonly appeared a hypogene
alteration zone consisting of argillic, phyllic, propylitic, and potassic
alterations subsequently. In this area, the indication of potassic alteration
has not been encountered yet. So that, the temperature of hydrothermal solution
commonly does not exceed 240 degrees C (X. Xxxxxxx, 1977). A relatively small
increase in temperature above 230 degrees C is thus significant factor
controlling the stability of Na-Ca plagioclase and also the formation of
epidote.
PETROGRAPHY AND MINERAGRAPHY SUMMARY
LATERITIC ZONE
This zone almost occupies the whole prospect area with more than 6 metres thick.
Petrographycally, the type of materials consist of iron rich bearing clayey
materials with yellowish to reddish xxxxx in colour; fine grained quartz,
feldspar, magnetite, ilmenite, limonite and frequently also consist of rock
fragments of strongly weathered quartz diorite, metasediment and secondary
quartz of chalcedony containing reddish xxxxx iron oxides, as well as containing
predominantly fine to coarse grained gold. It can be carly after panning
processes.
SUPERGENE ENRICHMENT ZONE
Indication of the presence possibly the supergene enrichment zone is observed
from the one of sample composed of secondary quartz associated with ore
materials, such as; pyrite, chalcopyrite, fine grained gold as inclusion in
pyrite, illite, and malachite, as well as azurite showing greenish and bluish in
colour. The second
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both minerals belong to secondary copper sulphides (Sample. Das.1). The copper
deposit enrichment probably can be expected in this zone, and grade content of
gold possibly slightly decrease.
ARGILLIC ZONE
The argillic zone can be predicted from the sample no. DAS.5. The type of rock
is quart diorite composed of plagioclase which is partly altered and replaced by
clay materials, and also ferromagnesian minerals consisting of hornblends and
biotite are partly altered and replaced by chlorite and isotropic Fe-Ti oxides.
This alteration belong to low alteration and the intensity of alteration can be
classified into partial or medium alteration due to partly altered primary
constituents, The ore minerals present as pyrite. The formation temperature of
above hydrothermal minerals possibly ranged between < 100 degrees C to 150
degrees C (Xxxxx.x.Xxxxxxx at.allergy, 0000),
XXXXXXX XXXX
The phyllic zone is characterized by the sample (DAS,2; DAS.6) of quartz diorite
having a high intensity due to the primary constituents of plagioclase and
ferromagnesian minerals (hornblende and biotite) completely altered and replaced
by hydrothermal minerals, such as; interlayered illite-smectite, illite, well
crystalline fine grained mica (sericite), coarse crystalline white mica, and
chlorite, Fe-Ti oxides. The both later minerals are the product of altered
ferromagnesian minerals. Based on the sequence of above altered minerals,
possibly can be predicted that the hydrothermal solution temperature effecting
this host rock has a large range temperature from 150 degrees C to maximum of
250 degrees C (Xxxxx.x.Xxxxxxx and Xxxxx Xxxxx, 1995).
PROPYLITIC ZONE
The evidence showing the propylitic alteration can be observed from the sample
(DAS.4) composed of secondary quartz as quartz vein, micaceous clay minerals
which are further enriched in
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interlayered illite, fine grained calcite, chlorite and epidote. These minerals
possibly derived from altered plagioclose and ferromagnesias minerals. The ore
minerals occur in this sample is mainly pyrite, less chalcopyrite and very fine
grained gold as inclusion in pyrite. The formation temperature of above
hydrothermal minerals, mainly epidote is ranged from 220 degrees c -230 degrees
C and commonly does not exceed 240 degrees C (X. Xxxxxxx, 1977). Thus, the
porpilitic zone occurred in between or overlapping with phyllic zone having
maximum temperature of about 250 degrees C, possibly close to the potassic zone
which is not encountered at the surface manifestation.
To ensure the sequence of alteration zone, the author proposes to be
drilled at the location close to the Test.Pit no:2; in between Test.Pit 5 and 7;
no.8; no.6; in between Test.Pit 10 and 11; no 18 and no.15 (7 drill holes) with
average depth of about 200 metres. Thus, total depth is about 1500 metres.
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[MAP]
Profile sketch of an inferredevolution of the Quartz Diorite pluton affected by
hydrothermal alteration associated with god deposit in the Silobat prospect
area, Singkawany, West - Kalimantan.
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MINERALOGICAL ANALYSIS
EQUIPMENT
- Electronic balance with sensitivity of 10-5 gram.
- Xxxxxx Isodynamic.
- Heavy liquid with specific gravity of more than 3.8.
- Small plastic bag.
- Brush.
- Drying oven.
METHOD OF ANALYSIS
- Each concentrate sample should be dried in drying oven, in order to get the
samples free from the water content.
- Each sample is weighed and separated into magnetic and non magnetic fractions
using Xxxxxx Isodynamic.
- Each fraction is weighed to get the weight procentage either to the
concentrate or the original sample (before panning).
- Gold grains will be easily separated.
- Each fraction is ready to describe under the binocular microscope, after
separating using the heavy liquid.
MINERALOGICAL ANALYSIS
Each fraction mainly non magnetic minerals describe under the microscope by
means of counting the total grains of identified minerals and multifid with
their specific gravity to get the weight procentage to the concentrate and to
the original sample. Thus, the weight of each fraction be easily counted.
The result of mineralogical are closed.
From the 19 Test.Pit consist of 12 Test.Pit with grade content of gold ranged
30.375 gr/ton to 261.400 gr/ton and 4 Test,Pit have grade range 0.288 gr/ton to
6.0990 gr/ton and 3 Test.Pit are barren or possibly trace.
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MINERALOGICAL ANALYSIS OF PAN CONCENTRATE
OF THE TEST PIT SAMPLES FROM THE SILOBAT
PROSPECT AREA, SINGKAWANG, WEST KALIMANTAN
PREPARED BY : KARDANA HARDJADINATA
ems Test pit Depth Weight of weight of Pan Weight identified mineral (gr)
Sample concentrate
No m
(kg)
Weight of Weight of Magnetite Ilmenite Limonite
Magnetic Non
Mineral Magnetic
(gr) mineral
1 2 3 4 5 6 7 8 9
1. SL. 01 0.0-10 5.0 0.4948 0.6682 0.4848 0.0234 0.0354
1.0-2.0 3.0 0.3970 0.5952 0.3970 0.0208 0.0315
2.0-3.0 1.7 0.3842 0.71169 0.3842 0.0773 0.0702
3.0-3.5 1.6 0.4296 0.5490 0.4296 0.0176 0.0269
2. SL. 02 0.0-10 2.0 0.3862 0.4736 0.3862 0.0587 0.0706
1.0-2.0 1.7 0.3843 0.4482 0.3862 0.0021 0.0157
2.0-3.0 1.3 0.4109 0.7261 0.4109 0.0378 0.2614
3.0-4.0 1.5 0.3367 0.6766 0.3367 0.0622 0.3112
4.0-4.5 1.5 0.4170 1.5626 0.4170 0.1594 0.6766
3. SL. 03 0.0-10 3.0 0.4650 1.5980 0.4650 0.1998 0.5993
1.0-2.0 1.8 0.4447 3.0720 0.4447 0.8942 1.9040
2.0-3.0 1.7 0.4500 1.8891 0.4500 0.1054 1.6155
3.0-4.0 2.0 0.4492 1.3845 0.4492 0.0982 1.1680
4. SL. 04 0.0-10 1.9 2.0889 0.1888 2.0889 0.0138 0.0276
1.0-2.0 1.7 2.1095 0.2279 2.1095 0.0080 0.0239
2.0-3.0 2.2 3.5243 0.1451 3.5243 0.0136 0.0044
3.0-4.0 2.2 7.8145 0.3360 7.8145 0.0276 0.0091
4.0-4.5 1.9 2.0886 1.3845 2.0886 0.0117 0.0011
5. SL. 05 0.0-10 2.1 0.1216 1.5572 0.1216 0.4858 0.2912
1.0-2.0 2.1 0.0776 0.4591 0.0773 0.0437 0.1377
greater than 2.0 2.1 0.0096 0.1508 0.0096 0.0042 0.0016
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Weight of
ems Test pit Depth Sample Quartz Feldspar Pyrite Gold Gold
Contents
No m (kg) (gr/ton)
1 2 3 4 10 11 12 13 14
1. SL. 01 0.0-10 5.0 0.2359 0.0788 0.0009 0.2939 58.7800
1.0-2.0 3.0 0.2101 0.0702 - 0.2626 87.5333
2.0-3.0 1.7 0.4317 0.0938 - 0.0430 25.2941
3.0-3.5 1.6 0.0447 0.0146 - 0.4452 278.2500
2. SL. 02 0.0-10 2.0 0.1094 0.0393 - 0.1956 97.8000
1.0-2.0 1.7 0.0015 0.0013 - 0.4276 251.5294
2.0-3.0 1.3 0.0319 0.0378 - 0.3572 274.7692
3.0-4.0 1.5 0.0832 0.0625 - 0.1575 105.0000
4.0-4.5 1.5 0.1922 0.1438 - 0.3906 260.4000
3. SL. 03 0.0-10 3.0 0.3996 0.3897 - 0.0096 3.2000
1.0-2.0 1.8 0.1458 0.1277 - 0.0003 0.1667
2.0-3.0 1.7 0.0942 0.0740 - - -
3.0-4.0 2.0 0.0751 0.0432 - - -
4. SL. 04 0.0-10 1.9 0.0415 0.0208 - 0.0851 44.7895
1.0-2.0 1.7 0.0479 0.0203 - 0.1278 75.1765
2.0-3.0 2.2 0.0302 0.0061 - 0.0908 41.2727
3.0-4.0 2.2 0.0551 0.0124 - 0.2318 105.3636
4.0-4.5 1.9 0.0075 0.0018 - 0.1666 87.6842
5. SL. 05 0.0-10 2.1 0.6478 0.1231 - 0.0093 4.4286
1.0-2.0 2.1 0.0597 0.0367 - 0.1813 86.3333
greater than 2.0 2.1 0.0042 0.0016 - 0.1293 69.6500
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1 2 3 4 5 6 7 8 9
6. SL. 06 00.-10 2.0 0.335 0.3243 0.0335 0.0221 0.0012
1.0-2.0 2.0 0.4501 0.6795 0.4501 0.0325 0.0020
2.0-3.0 2.0 0.4544 0.5972 0.4544 0.0102 0.0045
3.0-4.0 2.0 0.3715 0.3398 0.3715 0.0054 0.0023
greater than 40 2.0 0.4485 0.9440 0.4485 0.0902 0.0043
7. SL. 07 0.0-0.5 2.0 3.3081 0.4749 3.3081 0.0069 0.0194
05.5-1.5 2.0 2.3043 0.1259 2.3043 0.0214 0.0022
1.5-2.5 2.0 2.7146 0.1205 2.7146 0.0105 0.0048
greater than 2.5 2.0 3.3528 0.7626 3.3528 0.0201 0.0009
8. SL. 08 0.25-1.25 2.0 0.0343 0.7280 0.0343 0.1042 0.0114
1.25-2.25 2.0 0.0319 1.6885 0.0319 0.8430 0.0142
2.25-3.25 2.0 0.3964 1.5698 0.3964 0.4321 0.0201
greater than 3.25 2.0 0.4066 1.1799 0.4066 0.5431 0.0290
9. SL. 09 0.0-10 2.0 1.5859 0.2211 1.5859 0.1020 0.0104
1.0-2.0 2.0 2.1004 0.3300 2.1004 0.1542 0.0226
2.0-3.0 2.0 1.5434 0.2154 1.5434 0.0964 0.0482
greater than 3.0 2.0 1.4402 0.2336 1.4402 0.0102 0.0092
10. SL. 10 0.0-10 2.0 0.4643 0.9839 0.4643 0.6230 0.0502
1.0-2.0 2.0 0.0548 1.5171 0.0548 0.9843 0.0320
2.0-3.0 2.0 0.0682 1.6546 0.0682 0.9578 0.2340
greater than 30.0-10 2.0 0.9314 0.6035 0.9314 0.2983 01530
1.0-2.0
11. SL. 11 2.0-3.0 2.0 2.6405 0.2272 2.6405 0.2012 0.0052
greater than 3.0 2.0 2.6553 0.1219 2.6553 0.0942 0.0080
.0 2.0 5.8222 0.4176 5.8222 0.1832 0.0280
2.0 6.9779 0.4710 6.9779 0.1908 0.210
12. SL. 12 0.0-10 2.0 0.1344 1.1514 0.1344 0.1201 0.7832
1.0-2.0 2.0 0.1017 0.1673 0.1017 0.0533 0.0784
2.0-3.0 2.0 0.1182 0.6428 0.1182 0.2104 0.2938
greater than 3.0 2.0 0.0648 0.2095 0.0648 0.1203 0.0209
13. SL. 13 0.0-10 2.0 0.2001 0.1387 0.2001 0.1028 0.0058
1.0-2.0 2.0 0.0723 0.2834 0.0723 0.1215 0.0016
2.0-3.0 2.0 0.0832 0.1590 0.0832 0.1138 0.0311
greater than 3.0 2.0 0.0695 0.0577 0.0695 0.1010 0.0078
20
1 2 3 4 10 11 12 13 14
6. SL. 06 00.-10 2.0 0.0145 0.0023 - 0.2842 142.1000
1.0-2.0 2.0 0.0195 0.0015 - 0.640 312.000
2.0-3.0 2.0 0.0110 0.0010 - 0.5703 285.1500
3.0-4.0 2.0 0.0101 0.0010 - 0.3210 160.5000
greater than 40 2.0 0.0201 0.0049 - 0.8145 407.2500
7. SL. 07 0.0-0.5 2.0 0.4201 0.0385 - - -
05.5-1.5 2.0 0.0148 0.0030 - 0.0845 42.2500
1.5-2.5 2.0 0.0112 0.0022 - 0.0918 45.9000
greater than 2.5 2.0 0.0390 0.0008 - 0.7018 350.9000
8. SL. 08 0.25-1.25 2.0 0.5104 0.1020 - - -
1.25-2.25 2.0 0.4501 0.1870 - - 97.1000
2.25-3.25 2.0 0.8102 0.1172 - 0.0482 85.1000
greater than 3.25 2.0 0.2986 0.1047 - 0.1948 102.2500
9. SL. 09 0.0-10 2.0 0.0985 0.0102 - - -
1.0-2.0 2.0 0.1012 0.0520 - - -
2.0-3.0 2.0 0.0120 0.0106 - - 24.1000
greater than 3.0 2.0 0.146 0.0050 - - 97.4000
10. SL. 10 0.0-10 2.0 0.2904 0.0203 - - -
1.0-2.0 2.0 0.3908 0.1100 - - -
2.0-3.0 2.0 0.3601 0.1027 - - -
greater than 30.0-10 2.0 0.1201 0.0321 - - -
1.0-2.0
11. SL. 11 2.0-3.0 2.0 0.0185 0.0018 0.0004 - -
greater than 3.0 2.0 0.0386 0.0010 0.0001 - -
.0 2.0 0.2012 0.0050 0.0002 - -
2.0 0.2501 0.0090 0.0001 - -
12. SL. 12 0.0-10 2.0 0.2173 0.0308 - - -
1.0-2.0 2.0 0.0301 0.0048 - - -
2.0-3.0 2.0 0.0986 0.0400 - - -
greater than 3.0 2.0 0.0520 0.0140 - 0.0023 1.1500
13. SL. 13 0.0-10 2.0 0.0287 0.0012 0.0002 - -
1.0-2.0 2.0 0.0710 0.0093 - - -
2.0-3.0 2.0 0.0128 0.0012 0.0801 - -
greater than 3.0 2.0 0.0002 - - 0.0487 24.3500
21
1 2 3 4 5 6 7 8 9
14. SL. 14 0.0-10 2.0 0.1202 0.6190 0.1202 0.2830 0.1248
1.0-2.0 2.0 0.0878 0.6274 0.0878 0.1485 0.3218
2.0-3.0 2.0 0.0745 0.9391 0.0745 0.1512 0.6152
3.0-4.0 2.0 0.0759 1.6227 0.0759 0.1920 1.1503
greater than 4.0 2.0 0.0862 0.4985 0.0862 0.1012 0.3201
15. SL. 15 0.0-10 2.0 2.0595 0.5193 2.0595 - 0.0015
1.0-2.0 2.0 2.4674 0.8257 2.4674 0.4321 0.0074
2.0-3.0 2.0 0.5547 0.2668 0.5547 0.1832 0.0129
greater than 3.0 2.0 0.2721 0.1228 0.2721 - -
16. SL. 16 0.0-10 2.0 0.2993 0.0431 0.2993 0.0102 0.0098
1.02-2.0 2.0 1.0106 0.5073 1.0106 0.0328 0.0210
2.0-3.0 2.0 1.5477 0.1004 1.5477 0.0098 0.0085
greater than 3.0 2.0 2.0107 0.0723 2.0107 0.0021 0.0012
17. SL. 17 0.0-10 2.0 2.8179 0.1205 2.8179 0.0183 0.0039
1.0-2.0 2.0 1.5055 0.1028 1.5055 0.0210 0.0019
2.0-3.0 2.0 1.9556 0.0771 1.9556 0.0098 0.0020
3.0-3.5 2.0 2.1690 0.1658 2.1690 0.0231 0.0078
greater than 3.5 2.0 1.6509 0.2003 1.6509 0.0208 0.0094
18. SL. 18 0.0-10 2.0 0.8541 0.1186 0.8541 0.0010 0.0009
1.0-2.0 2.0 1.4178 0.1489 1.4178 0.0001 0.0001
2.0-3.0 2.0 2.945 0.2398 2.8945 0.0001 0.0001
greater than 3.0 2.0 2.5780 0.0941 2.5780 0.0029 0.0042
19. SL. 19 0.0-10 2.0 0.1807 0.1923 0.1807 0.0942 0.0120
1.0-2.0 2.0 0.0704 0.1545 0.0704 0.0120 0.0098
greater than 2.0 2.0 0.1128 0.3408 0.1128 0.0142 0.0164
22
1 2 3 4 10 11 12 13 14
14. SL. 14 0.0-10 2.0 0.1305 0.0806 0.0001 - -
1.0-2.0 2.0 0.1103 0.0468 - - -
2.0-3.0 2.0 0.1521 0.206 - - -
3.0-4.0 2.0 0.2108 0.0696 - - -
greater than 4.0 2.0 0.0612 0.0160 - - -
15. SL. 15 0.0-10 2.0 0.4818 0.0359 0.0001 - -
1.0-2.0 2.0 0.3546 0.0287 0.0015 0.0016 0.8000
2.0-3.0 2.0 0.0521 0.0114 - 0.0072 3.6000
greater than 3.0 2.0 0.1038 0.0088 - 0.0102 5.1000
16. SL. 16 0.0-10 2.0 0.0192 0.0038 0.0001 - -
1.02-2.0 2.0 0.0498 0.0096 - 0.3941 197.0500
2.0-3.0 2.0 0.0165 0.0017 - 0.0639 31.9500
greater than 3.0 2.0 0.0085 0.0007 - 0.0598 29.9000
17. SL. 17 0.0-10 2.0 0.0074 0.0013 0.0002 0.0894 44.7000
1.0-2.0 2.0 0.0147 0.0050 0.0001 0.0601 30.0500
2.0-3.0 2.0 0.0138 0.0013 - 0.0502 25.1000
3.0-3.5 2.0 0.0194 0.0052 - 0.1103 55.1500
greater than 3.5 2.0 0.0236 0.0064 - 0.1401 70.0500
18. SL. 18 0.0-10 2.0 0.0003 - - 0.1164 58.2000
1.0-2.0 2.0 - - - 0.1487 74.3500
2.0-3.0 2.0 - - - 0.2396 119.8000
greater than 3.0 2.0 0.0009 0.0001 - 0.0860 43.0000
19. SL. 19 0.0-10 2.0 0.0294 0.0082 - 0.0485 24.2500
1.0-2.0 2.0 0.0096 0.0016 - 0.1209 60.4500
greater than 2.0 2.0 0.0495 0.0106 - 0.2501 125.0500
AVERAGE OF GOLD CONTENT
SL. O1 :112.464 SL. 10 :BARREN
SL. 02 :247.375 SL. 11 :BARREN
SL. 03 :0.842 SL. 12 :0.288
SL. 04 :70.857 SL. 13 :6.088
SL. 05 :53.471 SL. 14 :BARREN
SL. 06 :261.400 SL. 15 :2.375
SL. 07 :109.763 SL. 16 :64.725
SL. 08 :71.113 SL. 17 :45.010
SL. 09 :30.375 SL. 18 :73.838
SL. 19 :69.917
23
[PHOTO]
1). Mikrophotograph of Sample Das. 1, composed of secondary quartz
(1-5/A-E;1-6/C-I) associated with ore minerals, such as pyrite
(1B/10-11/A-B); chalcopyrite (in between illite) and fine grained
gold as inclusion in pyrite (1B) and secondary copper supphides of
malachite (6B) and a zurite (6 C) Cross nicol
24
[PHOTO]
2). MIkrophotograph of the sample DAS. 5, which is existed possibly
in the urgillic zone characterized by portly altered plagioclase
and replaced by clay materials (10-13/A-I) and also hornblende and
bictite are commonly alterased and replaced by chlorite and Fe-Ti-
oxides (3-4/E-G). The type of rock is altered quartz diorite -
Crossnicol
25
[PHOTO]
3). Mirophotograph of the sample DAS 2 consisting of altered plagioclase
minerals and replaced by hydrothermal minerals such as : interlayered
illite-smectite-illite and will crystalline fine grained sericite. It
feromagnesias minerals are also altered and completely replaced by
chlorite and Fe-Ti oxides (3-4/D-#). This rock possibly occurred in the
low rank of phyllic alteration. Cross nicol.
26
[PHOTO]
4). Mikrophotograph of the sample DAS. 6 of altered quartz diorite
with a high rank alteration (advanced phyllic alteration).
Characterized by will developed of white mica (muscovite) (1-3/F-
I) illite and chlorite as the result alteration from ferro
magnesian minerals (hornblende and biotite) (11-13/C-G). Cross
nicol.
27
[PHOTO]
5). Mikrophotograph of the sample DAS. 4 Consisting of hydrothermal
quartz; fine grained calcite, chlorite and epidoe, as well as ore
minerals, such as : pyrite, chelcopyrite and very fine grained
gold. This rock possibly occurred in prophylitic zone. Cross
nicol
28
[PHOTO]
6). Mikrophotograph of slate composed of fine grained illite, quartz
and feldspar shoring a gold lamination. No. alteration at all.
Cross nicol
29
[PHOTO]
7). Mikrophotograph of a fresh quartz diorite composed of plagioclase (An38
- An52); quartz, hornblende, biotite less K-feldspar and magnetite or
ilminite - Cross nicol.
30
EXHIBIT II
GEOLOGICAL REPORT OF THE PROPERTY
00
X. XXXXXXX XXXX XXXXXXXX
XXXXXXXXXX XXXXX, XXXXXXXXX
X. XXXXXXXXXX
May ]977.
32
2. INTRODUCTION
2.1. Previous Work
The Gunung Silubat area forms part of what was known as the Chinese district of
Western Borneo (Kalimantan Barat), encompassing the sub-districts of Sambas,
Bengkajang, Pamangkat, Singkawang and mempawah. Consequently it has been
subjected to much exploitation by the Chinese since the 1800's. Understandly no
records of production have been kept due to tax evasion.
From 1935 until the beginning of World War II in 1940, a Dutch company, N.V.
Silobat Mijnbouw MIJ. worked the alluvials adjacent to G. Silubat utilising hand
labour, hoes and wooden troughs. During this period the amount of gold dug was
63.3 Kg. The three areas worked are now lagoons 1 - 3; 28 acres, 11-1/2 acres
and 19 acres in area respectively. In 1968, P.T. Silubat obtained the concession
over G. Silubat and began preparations to empty the lagoons as well as hand
auger drill many of the adjacent alluvial areas to confirm gold values
previously recorded by the geologist working for the previous Dutch company, X.
Xxxxxx, utilising bangka drills. However, because of the communist insurgency
problems in nearby Barawak, in 1969, the Laksus PagKopKamtib closed the area to
everyone and during the uprising, all machinery, houses etc. along with all
reports and plans were destroyed.
33
In 1971 the area was reopened but because of smashed machinery, lack of funds
etc. P.T. Silubat could not continue their previous work. In 1975, Exploration
Mining Concession D.U. 305 was awarded to Wahidah Trading and Mining Co. the
present K.P. holders.
2.2. Location and Access
G. Silubat (109 metres elevation a.s.l.) is located at Longitude 1 degree 1' N
and Latitude 109 degrees 12' E in the sub-district of Sambas, Kalimantan Barat.
Though only 25 miles due east of the coast, it is separated by densely timbered
swampy lowlands. From Pontianak (daily flights from Jakarta), the prospect can
be reached in one day and involves a 3 hour road journey (bitumenised high speed
road in very good condition) via Mempawah, Singkawang and Pemangkat to Semparuk,
thence a 6 hour (more or less depending on type of outboard motor and prow used)
journey firstly up to the Sungai Sebangkaw (good for vessels to 50 tons) then
approximately 10 kms. up to the narrow vegetation clogged X. Xxxxx (good for
xxxxx less than 1 ton, and subject to periods of low river levels). The G.
Silubat area consists of a series of ridges and spurs stemming from G. Silubat
over an area 2 km. by 1 km., covered with rubber trees and light rainforest and
surrounded by swampy lowlands. Although there is a small kampong in the area,
whose source of income is harvesting rubber, it cannot be relied upon for labour
(too lazy) or food supplies.
It seems feasible to be able to construct a bulldozer tract to G. Silubat from
Buduk, 5 kms. away following low rises above the swampy plains and from there,
upgrading a disused road from Sebakoawan (10 kms. away).
34
The only other feasible way to bring in heavy machinery would be to dredge the
S, Bakun (10 kms. length). Note - in 1968 a 1-1/2 ton jeep was brought to G.
Silubat by clearing the vegetation from the banks of this creek. it is
anticipated that it would take 100 labourers one month to be able to reclear
this creek to be able to repeat such a feat.
2.3. Present Survey
The writer along with Moksin Lele, the project officer for Wahidah Trading and
Mining Co. and three labourers arrived at the site on Sunday 24th April and
spent the next 6 days doing ridge and spur traverses, geologic mapping at a
scale of 1:5,000 and digging numerous pits to bedrock. A total of 21 rock chip
and 7 stream sediment samples were collected and submitted for assay.
Difficulties were encountered with a corrupt army official at G. Silubat and due
to the labour having to return before the Election Day, the survey was hurriedly
finished on Sunday 1st May. The writer arrived back in Jakarta on Monday 2nd
May.
2.4. Land Tenure
D.U. 305/KALBAR is held by Decree of the Directorate General of General Mining
No. 1696/Sk-DJ/DDP 342/pertamb/1975 and was granted to Fa. Wahidah Trading and
Mining Co. on 13/10/75, valid for 3 years and application made for Gold, Silver
and its associated metals.
35
3. GEOLOGY
3.1. Rock Types
3.1.1. Siltsonte
Where unaltered, this unit is seen as a green-black mudestone/fine
siltstone. In one place it resembles a fine-grained basaltic futt.
These rocks form the cep rocks to the acid intrusives and it is highly
probable that they carry the bulk of the mineralisation in the G.
Silubat area.
3.1.2. Quartz-feldspar porphyryr
Small prismatic quartz crystals observed in the altered porphyritic
saprolite characterise this rock type. These crystals are indicative of
a high temperature - subvolcanic origin. Intrusive braccias noted on
the margins of this body are also indicative. On the western margin of
the prospect, where this unit is most apparent, a fern vegetation
anomaly as well as white sand film on top of the soil occurs over an
area 400 metres long by 150 metres wide.
3.1.3. Quartz diorite
Where relatively unaltered, this rock is seen as a medium grained xxxx
fresh quartz-hornblende diorite with disseminated magnetite and rare
disseminated pyrite and traces of chalcopyrite. This unit outcrops over
an area 1000 metres by 800 metres as is for the most part latered and
mineralised.
36
3.2. Alteration
An alteration system is developed at G. Silubat over an area in excess of 2000
metres by 1500 metres. Unaltered rocks are uncommon in the area and alteration
zoning is recognised.
Propylitic alteration is recognised as chloritisation of hornblend mefics and
epidote disseminations in feldspar sites in dioritic rocks. This alteration is
accompanied by weak disseminated and fractured controlled pyrite mineralisation.
Aroillic alteration affects dominantly the siltsone cap rocks. Alteration
minerals are characteristically clay and weak sericite (as alteration envelops
around sulphide veins). Rocks bordering the more intense phyllic alteration
zones show similarities to the Cabank Kiri (Sulawess Utara) porphyry copper
deposit in that alteration minerals are clay, green sericite and specularite.
This type of alteration, known as advanced aroillic alteration is difficult to
distinguish in the field from or aroillic alteration as the most diagnostic
minerals, including andalusits and diaspor are recognisable only in this
section.
Phyllic alteration is characterised by intense pervasive [ILLEGIBLE COPY] which
completely modifies the original texture of the rock. A lessor quartz-sericite
assemblage is also noted. In the locality, a shaft sunk on highly altered
(phyllic) oxidised diorite bottomed at the water table in secondary
biotite bearing rock. It is quite possible that this type of alteration
(potassic) could be more widely spread but because of the surface oxidation and
modification of the rocks in the phyllic zones, has not been recognised.
37
3.3. Mineralisation
The G. Silubat area is characterised by strong leaching with the result that it
is only in the zones of weak alteration that unoxidised sulphide mineralisation
is noted. Original sulphides are recognised as hematitic disseminations
(oxidation of chalcocite?), and goethitic veins commonly with sulphide boxworks,
and disseminations after probable pyrite. Limonitic (50% goethite 50% hematite)
fracture cotains are also indicative of former sulphides.
Original total sulphide (OTS) content ranges from 5 - 7 volume percent,
mostly as veins and fracture coatings, in altered siltstone cap rocks
immediately adjacent to dioritic bodies, to 2 - 3 volume percent as coarse
disseminations, dominantly goethitic and hematitic peppering, in altered diorite
and quartz-feldspar porphyry.
Race chalcocite is noted in rocks at the water table. However, pan concentrates
of alluvials shedding off G. Silubat contain fine nonmagnetic black minerals
which are thought to be chalcocite. pending assays will resolve this. Thin platy
pyrite and gold, obviously derived from this veins are also found in pan
concentrates. A previous assay result of a mixture of pyrite and gold gave an
assay result of 25% copper, showing that much of this pyrite was in fact
chalcopyrite. The write did not see this sample of "pyrite".
38
4. GEOCHEMISTRY
21 rock chip and 7 stream sediment samples were submitted for analyses to
Superintendent Laboratories in Jakarta. Copper-in-rock values range from 11 ppm
to 140 ppm with an average value of 40 ppm. Lead-in-rock values range from 15
ppm to 385 ppm with an average value of 65 ppm. Zinc-in-rock values range from
15 ppm to 106 ppm with an average value of 47 ppm. Molybdenum-in-rock values
range from less than 1 ppm to a spot high of 20 ppm. Average values are less
than 1 ppm. Gold was undetectable in all rock samples submitted (a lower
detection limit of 0.5 ppm for the method of analyses used). Stream sediment
samples gave similar copper, lead and zinc and molybdenum. Gold values of 0.5 to
1.05 ppm were obtained in four of the seven samples submitted.
The values obtained are puzzling because of several reasons. Firstly the
concentrate of "pyrite" that when assayed gave a figure of 25% copper shows
there to be copper in the system. Secondly, abundant free gold was visible in
all the stream sediment samples submitted. The gold-in-silt values
obtained seem inconsistent with this fact. Thirdly the gold is shedding off the
G. Silubat hills and the fact that no gold is detected in any of the 21 samples,
which were representative of various rock, mineralisation and alteration types
also seems inconsistent. Fourthly the copper values obtained are too low for the
porphyry copper type style of mineralisation and alteration observed.
39
It is therefore proposed to have the samples reassayed by Geomin in
Australia, utilising the RG.50 method for gold analyses.
4.1. GOLD - IN - ROCK CHECK ASSAYS
Twenty one pulverised rock pulps were submitted to ANALABS in Australia
for gold analyses utilising a fire assay method. Values range from 0.05
ppm to 0.81 ppm with an average value of 0.20 ppm. Eight of these
samples which lie wholely within the dioritic intrusive give an average
gold - in rock value of 0.33 ppm. Host sediments/volcanics average a
value of 0.12 ppm. It was noted that agreement on duplicate samples
from these lower values was not good, and that they represent an
average only.
40
5. BULK COPPER - GOLD POTENTIAL
Gold - in - rock values for dioritic rocks outcropping over an area
some 1300 metres long, and 500 metres wide, elongated NW-SE, give an
average of 0.33 ppm. These rocks interpreted as forming a leached
capping over chalcopyrite mineralisation. Utilising a 4:1 copper - gold
ratio (1 ppm (Au) in a leached cap represents a hypogene grade of 4%
copper - this figure has been arrived at from research into porphyry
copper deposit is at Ok Tedi (New Guinea), Bouganville, the Philippines
and more recently, the Xxxxxx Xxxx deposit in Sulawesi, Indonesia),
this gives an expected hypogene grade of 1.3% which is highly
significant, considering a potential 1.6 million tons/vertical metre
(1300 X 500 X 2.5) i.e. 160 million tons of probable ore to 100 metres
depth. However, the feasibility of mining this deposit is open to
question, for it is surrounded by swamps and river systems at 20 metres
above sea level only. Utilising an average height of 25 metres above
swamp level the maximum tonnage of rock ( this includes leached
capping) that could be mined to swamp level is less than 30 million
tons. It is therefore a mining engineers decision as to what, if any,
further work be carried out here, not the geologist's.
41
6. ALLUVIAL GOLD POTENTIAL
As discussed under 2.1., all previous reports, maps and drilling results are no
longer in existence. Only a fragment of a plan showing some 30 bangka drill
holes with depth of hole and value in xxxxx per cubic yard (date 1962) has been
salvaged. On current day values ($150 U.S./02), the average gold value for these
alluvials is pf the order of U.S.$1-50 per cubic metre. Discussion with Moksin
Lele, formerly with P.T. Silubat suggests that the average depth of the
alluvials is 6 - 7 metres and that they are consistently gold bearing for
greater than 300 metres away from the foot of the hills. A calculated volume for
the numerous alluvial basins adjacent to G. Silubat gives a figure of some 5
million cubic metres, which at $1.50/cu metre is highly significant. Because of
the swampy nature of these alluvials (most of them have been cleared of
vegetation for former rice paddies) a suction cutting dredging method would be
the appropriate means of exploitation. A program of widely spaced bangka holes
(special platforms would need to be constructed to enable these machines to be
used in swampy terrain) should therefore be implemented to confirm these gold
values.
42
AN EVALUATION OF
SILUBAT GOLD - BASE METAL DEPOSIT
KALIMANTAN BARAT, INDONESIA
X.X. XXXXXXX
JANUARY, 1982
43
INTRODUCTION
At the request of Xx. Xxxxxx Xxxxx of P.T. Pnanh Tiara, Jakarta, a visit of a
week's duration was made to Gunung Silubat, Kacamatan Selakau, Kalimantan Barat,
(see inset on Figure 1), for the purpose of assessing what was said to be an
alluvial gold prospect. The K.P. is held by Firma Wahidah Mining and Trading
Company, headed by Mochsin Lele of Singkawang. The area is 62.5 ha and lies
immediately south west of Gunung Silubat.
Location and Access
To get to the prospect, one travels for up to three hours by bitumen road from
[ILLEGIBLE COPY] Singkawang (150 Km) another hour to Simparuk (50 Km), also by
bitumen road. From Simparuk, one rents a motorised prahu and travels up the
River Sebangkau to [ILLEGIBLE COPY] where the smaller river Bakung is then
taken, the total prahu journey taking [ILLEGIBLE COPY] Silubat, provided that
the water is deep enough. If not, one also walks for 2 hours from a sawmill on
the Sungai Bakung.
From Silubat village the foot track to Kolam B takes about 15 minutes to
traverse. The location is at coordinates 1 degree 1'N, 109 degrees 12'E.
[PHOTO 1: Kolam B looking West.]
Previous Work
Chinese exploitation of the deposit took place from the early nineteenth century
[ILLEGIBLE COPY] the Dutch from 1935 until 1940, when 63.3 Kg of gold was
reportedly produced. In 19__ T. Silobat started operations but the
insurgencies of that period caused a [ILLEGIBLE COPY].
44
Xx. Xxxxxx Xxxxxxxxxx of P.T. Tropic Endeavour mapped and described the geology
in 1977 took samples of rock and stream sediment.
Messrs. Bennet and Xxxxxxx carried out empirical studies over traverse lines up
Hills 1 to 6 (see Figure 3).
Geology (See Figure 1)
A. Lithology
Three main rock types were encountered:
1. Quartz diorite, hornblende with fine magnetite, disseminated
pyrite, occasionally fresh with traces of chalcopyrite. This
rock type crops out over approximately a square kilometre and
is mostly altered and showing evidence of mineralization in
the form of limonite after pyrite.
2. Quartz - feldspar porphyry, manifests itself as crystals of
quartz in saprolite, indicative of a high temperature
subvolcanic origin. Intrusive breccia occurrences can be seen
at the edges. To the west of the prospect, where this
rock-type is mainly evident, a film of white sand occurs on
the top of the soil over and area of approximately 400 m by
150 m i.e. 6 ha.
3. Silstone, greenish-black finegrained siltstone which crops out
on the side on the track from Silubat to the Kolam B,
and between Kolam B and Kolam C. This unit is [ILLEGIBLE COPY]
rock of the acid intrusives and it is likely that a
considerable amount of the mineralisation is contained by it.
B. Structure
From a study of the topography it appears likely that Kolam B is
situated at the intersection of two major fault zones. This would
account for the shape of the hills around that [ILLEGIBLE COPY] which
suggest an ellipsoidal outline with its centre at that locus. It is
perhaps significant that the angle of the two fault zones
approximates two of the joint systems seen in the [ILLEGIBLE COPY]
diorite.
A similar mechanism to that described by Rice (1981) is envisaged, i.e.
that the gold has been diffused along major structure lines,
accompanied by some silicification.
Alteration (See Figure 2)
Alteration occurs over an area of more than 3 km2. Few unaltered rocks
[ILLEGIBLE COPY] of the alteration is evident. This includes propylitic,
argillic and phyllic alterations. It is also possible, as Whitehouse noted, that
potassic alteration might also be widespread but because of surface oxidation
and weathering in the phyllic zones, cannot be recognized. The propylitisation
manifests itself as chlorization of hornblende and epiolotsation in the
diorites. Pyritic mineralisation has accompanied this phase. Argillic alteration
has probably affected the siltstone. Sericite and clay minerals are common.
Phyllic alteration is characterised by intense sericitisation which thoroughly
changes the original texture of the rock.
45
Mineralisation
In such an environment it is not surprising that strong leaching has taken place
and only in the relatively unaltered zones is fresh pyrite noted. Haematite,
goethite and _________ common in disseminations and in fracture coatings.
Original total sulphide is estimated to be in excess of 5% in altered siltstone
and 2% to 3% diorite and porphyry bodies. Rare chalcocite has been seen
in rocks at the water table and pan concentrates contain non-magnetic
black grains which are thought to be chalcocite.
46
Work Carried Out
A synthesis of the work of all previous investigations was attempted. Geological
traverses were carried out to get a "feel" for the area and samples of rock
types were taken. Some of these were dollied in a period of time specially
manufactured in Singkawang, and washed to a concentrate representing
approximately 1 kg of original material. These concentrates were submitted to
Rio Tinto, Jakarta, for analysis of (Au), Ag, Cu Pepto-Bismol and Zn.
Several rocks contained fresh suphides, mainly pyrite, arsenopyrite,
chalcopyrite.
A C-Scope metal detector was employed on some traverses and some boulders gave a
detection sound, but when the iron discrimination switch was brought in, the
sound disappeared. It is unlikely that lumps exist which are large enough to be
detected by the machine.
Six large samples, between 0.2m3 and 0.5m3, were taken and sluiced with the
existing equipment. The concentrate was cleaned up using a Xxxxxxx gold pan
(with gravity traps), the gold separated and weighed on a balance bought for the
purpose in Singkawang.
Four heavy mineral concentrates were collected from small creeks running off the
most south-western hill of the prospect. These samples represented approximately
5 Kg of original sample. As for the rock concentrates, they were weighed and
taken to Jakarta. Their locations as well as compilation of all sample
locations, are show on the accompanying map, (Figure 1).
[PHOTO II: Kolam B and work site from locations S1 and 2.]
Whitehouse pointed out that the average Au in dioritic rocks over an area of 65
ha was 0.33 ppm. Utilising a 4:1 Cu/Au, i.e. 1 ppm (Au) in leached capping
represents 4% Cu, quoting [ILLEGIBLE COPY] OK Tedi, Philippines and Xxxxxx Xxxx,
a hypogene grade of 1.3% and 1.6 million tons per vertical metre could be
expected. This author sees no reason to disagree with this contention as
visibly seen below.
47
As mentioned before, a study of the physiography suggests that two faults
intersect at [ILLEGIBLE COPY]. One runs from Kolam C through B and over the
saddle, passing just east of BB31 and west [ILLEGIBLE COPY].
[PHOTO III: Kolam C from location S4.]
Near BB31, rocks of different appearance are exposed on either side of a small
[ILLEGIBLE COPY] was a xxxxxxx-xxxxx, highly oxidised, lateritised rock which
could be fault [ILLEGIBLE COPY] occurred in S2, a well-jointed acid volcanic
which was very silicic. Blue-black [ILLEGIBLE COPY] occurred as a coating on
quartz crystals in a fracture filling.
The second suggested fault is striking north-northeast south-southwest from
Silobat through Kolam B to the southern bank of Kolam A. It is probably more
than a coincidence that _____ in the area are mostly at a similar angle to
these two suggested faults.
The overall synthesis of the area suggests that interesting possibilities exist
for a sizeable porphyry copper-gold deposit. A sample (S3) of what is probably
leached capping was taken from the top of the hill above BB31 South of Kolam B.
A similar capping occurs on through above BB2 3 north of Kolam B. It is white,
kaolinised, with reminents of Fe minerals.
Negative results of some of the earlier work cannot necessarily be believed
because of pilfering and because of analytical error. The good results are more
likely to be correct, particularly these analysed in Bandung. Gold analysis and
sample preparation are particularly tricky and work done in the seventies is
often suspect.
Some of the samples taken by the Department of Mines team marked SS, mixture of
stream sediments and residual soils. All those results believed to be
significant and shown in Figure 1. It must be noted that none of the Department
of Mines results of SS samples was related back to weights of samples and of
concentrates. However, experience tells that values of three figures or more in
such concentrates, is usually significant.
48
Check assay were carried out for gold which had not originally been detected in
the rocks and values ranged form 0.05 to 0.81 ppm with an average in diorite of
0.33 ppm.
Whitehouse gave an average of 0.3 g/m3 for the alluvial potential, which is in
accord with the above.
DISCUSSION
Sample S2 contained high base metals and this is in accord with the high ferric
hydroxide content of this material. It probably represents pyritic fault xxxxx
which would have contained chalcopyrite, galena and sphalerite originally.
It is plain that silver is not totally allied to the gold content, although
sample S10 seems to have a strong liaison.
Base metals in the stream sediment concentrates are very low but gold even in
the original 5 kg sample is largely highly anomalous.
Xxxxx Xxxxxxx and Xxxxxx Xxxxxx took many samples on traverses in the vicinity
of Kolam S, and the great majority contained some visible gold, albeit not
enough to quantify to any way. Some were, however, obviously better than others,
notably those designated Hills 1, 5 and 6.
From the combination of all results, it is interpreted that the
colluvial/proluvial possibilities are good in the two areas between the three
kolams. For example, the Department of Mines found over 7 metres of 9.5 g/m3
near Koam C. The problem is how to extract it, as the ground is waterlogged
throughout the two areas.
Even though there were check analyses carried out, there must be some lingering
doubt about the gold analyses recorded by Whitehouse, but the geology and
alteration he has recorded appear essentially accurate. These are shown in
Figures 2 and 3 with some minor corrections.
Other areas which appear attractive are:
1. Xxxxxxxx xxxxx Xx. 00
0. Drainage basin No. 17 and the north side of that ridge (containing
BB31)
3. Xxxxxxxx xxxxx Xx. 00
0. Drainage basin No. 2
5. (?) Drainage basin No. 25 (24?, since there is no result for No.
25) south of Silubat.
Extensive diggings occur on the sides of the areas between kolams and it is
obvious that the early exploitation concentrated on these base of slope areas.
Xxxxx, however, points out that the eluvial areas, the gold and other
heavy minerals often lag behind uphill a little.
49
Results
Visible gold occurred in all samples of eluvial material, i.e. B1, B2, S4, 5, 6,
and 8. The rock and stream concentrates were not measurable but gold was seen in
S3, 9, 10, and 11, (stream concentrates). Concentrations were less than 0.1 ppm
by visual estimation.
The weights of gold and concentrations were as follows:
Sample No. Approx. m3 qm Au Concentration (g/m3)
B1 0.5 0.10 0.20
B2 0.5 0.10 0.20
S4 0.2 0.005 0.025
S5 0.5 0.10 0.20
S6 0.5 0.10 0.20
S7 0.03 0.015 0.05
S12 0.4 0.04 0.10
Analytical Results (ppm in concentrate)
Sample No. Cu Pb Zn Ag Au Au
original
S1 ) 55 263 20300 2.3 0.8 .002
2 ) Rock 253 158 2060 17.1 4.4 .055
3 ) Chip 62 159 1200 6.2 19.5 .022
8 ) 2.7 54 19 8.3 47.1 .07
9 ) Stream 1.9 11 28 2.9 12.4 .026
10 ) Sediment 9.4 47 66 49.2 140.5 [ILLEGIBLE
COPY]
11 ) 3.4 20 26 1.3 1.5 .004
Further extraction was carried out by Xxxxx Xxxxxx after some of the previously
washed material had had a chance to sit in water for a week, and 0.3g Au was
obtained from about 1-2m3.
A total of 16m3 from 0 to 0.5m depth was processed for a gain of 4.5g Au, i.e.
almost 0.3g/m3 also. A further 2.5m3 of deeper material (0.5 - 1.0m depth)
yielded 1g.Au, i.e. 0.4g/m3.
Thus, the yields are of the order of 0.3g/m3 with a similar amount or more
passing over the riffles in the clay material.
It is reasonable to suppose that good equipment would extract up to a gram of
gold per cubic metre, while Whitehouse figure of 0.33g per ton for hard rock in
bulk begins to look remarkably realistic.
Geochemistry
In spite of the fact that most of the gold assays from Whitehouse cannot relied
upon, the base metals are perhaps more credible, and some support for a mineral
deposit can be seen with Cu, Pb and Zn in stream sediments. Gold in concentrates
from soils are also consistently high but no means of quantifying these results
could be found, as noted above.
50
He took 21 rock chip and 7 stream sediment samples and all of the latter
contained visible free gold as did all 4 taken during this last
visit. Copper in rocks was up to 140 ppm with maxima of 20 ppm MO, 385
ppm Pb and 106 ppm Zn also recorded. Up to 1 ppm Au was also found.
51
BIBLIOGRAPHY
1. Xxxxx, X.X., 1980, the Geochemistry of Gold and its Deposits, Canadian
Geological Survey, Ottawa.
2. Kitaisky, Y, 1964, Prospecting for Minerals, Mir Publishing, Moscow.
3. Lubis M., 1980, Report by Direktorat Teknik Pertambangan (unpubl.).
4. Rice, R., 1981, Gold Exploration - past and future B.11. I.M.M. 90,
p.a. 128
5. Van Bermmelen, R.W., 1970, the Geology of Indonesia, Xxxxxxxx Xxxxxxx,
the Hague, (2nd ed.).
6. Whitehouse L., 1977 Report on a visit to G. Silubat (unpubl.).
52
DEVELOPMENT AGREEMENT
COAL MINING PROJECTS IN EAST KALIMANTAN
[SEAL]
This Development Agreement (Agreement) is made and entered into on this seventh
day of January, 1997 by and between:
PT. Andhika Mutiara Sejahtera, a limited liability company established and
validly existing under Indonesia law, and having its address at Xx. Xxxxxxx
Xx.00 Xxxx. Xxxxxxxxx - Xxxxxxxxx (hereinafter referred to as "Andhika"), and is
represented in this Agreement by its' President Director, Mr. Adnan AS; and
Singkamas Agung Ltd., a Bahamas Corporation having its' registered offices in
the Bahamas and its representative offices in Singapore (hereinafter referred to
as "Singkamas"), and is represented in this Agreement by its' President
Director, Mr. Xxxxxxx Xxxx.
(Andhika and Singkamas are hereinafter referred to collectively as "The
Parties").
WITNESSETH
Whereas, the Government of Indonesia acting through its' Ministry of Mines and
Energy and the Directorate General of General Mining (hereinafter referred to as
the "DGGM") wishes to expand on its enhanced exploration for coal and other
natural resources during the next Sixth Development Plan (known as Repelita VI)
and beyond, and encourages the private sector to participate in such
exploration, development, exploitation and production; and
Whereas Singkamas is actively seeking to acquire coal mining concessions and to
implement coal mining activities in East Kalimantan, Indonesia (hereinafter to
as the "Project"); and
Whereas Andhika has successfully reserved, or "blocked", one (1) potential cola
mining property in the coal mining district of East Kalimantan. The geographical
location of such property is described in Exhibit I. Andhika can successfully
demonstrate that it has officially blocked this area of land at the DGGM through
its' official and complete filings and payments to the DGGM for this area. These
official
53
[SEAL]
documents are attached in Exhibit II. Currently, Andhika controls the rights to
this property and is in the process of obtaining the government approvals and/or
mandates (hereinafter referred to as the "Government Licensee"), which are to be
issued in the form of Contracts of Work (hereinafter referred to as a "CoWs"),
for the development and exploitation of the coal mining property. Andhika also
recognizes the importance of obtaining any other government licenses associated
with the exploitation of coal, including the license for the refinery and
production of coal as well as the transportation and sale of coal; Andhika will
use its' expert abilities and efforts to obtain these additional licenses from
the Government in order to facilitate the development, implementation, and
success of the Project; and
Whereas both Parties agree to use their best efforts to complete the sale and
acquisition of the Property (hereinafter referred to as the "Transaction"),
which includes the rights to the government licenses for exploration and
exploitation of coal on the Property. The Parties also agree to jointly
cooperate to successfully obtain any other government licenses which will be
necessary; and
Whereas the Coal Mining Property (hereinafter referred to as the "Property") is
located in the coal mining district of East Kalimantan, Indonesia and,
potentially, has substantial deposits of coal and other natural resources. The
property encompasses a combined total of approximately 104,700 hectares of land.
A geographical description of the Property is provided in Exhibit I which is
attached to this Agreement. The Property is located in a coal mineralization
zone and, through official flings and monetary payments made to the DGGM (which
includes both filing and annual fees as well as seriousness bonds), Andhika has
secured the rights to the Property and is in the process of obtaining the
government licenses for the general survey and exploration of coal on the
Property as well as the CoWs to exploit coal on the Property. These documents
are shown in Exhibit II which is attached to this Agreement.
DESCRIPTION OF THE PROPERTY : 104,700 HECTARES
The Property consists of approximately 104,700 hectares of land. For this block
of property, Andhika has properly filed, paid for, and obtained the rights to
this area. Andhika is also currently in the process of obtaining the CoWs to
explore and exploit coal on the property. See Exhibit II.
For purposes of this Transaction, Mr. Adnan AS, as President Director of PT
Andhika Mutiara Sejahtera, has been granted the complete and/or official
authorization, through a General Shareholder's Meeting (subject to provision in
the Articles of Association), to sell 77.5% of Andhika's interest in the
Property, including the complete transfer of the government rights (when
obtained) to explore and exploit for coal on the Property. The Shareholder's
Minutes are referenced in Exhibit III which is attached to this Agreement.
Although Andhika will actively seek to obtain the government licenses
2
54
[SEAL]
for the commercial exploitation of coal (including the licenses for the refinery
production, transportation, and sale of coal), Andhika recognizes that these
government licenses will also be transferred to Singkamas or to some third party
which is appointed by Singkamas.
Andhika will use its' expert abilities and efforts for obtaining the government
licenses from the DGGM. The purposes of obtaining all of the necessary licenses
is to make terminal ileum feasible for Singkamas to effectively and efficiently
mine the Property and to make it into a world-class profitable operation.
Whereas Singkamas has the ability to provide and/or secure financing to acquire
77.5% interest in the Coal Mining Property and the related government licenses
from Andhika as well as the ability to develop the Property into a world-class
mining operation.
Now therefore, the Parties hereto agree as follows:
1. COOPERATION
In accordance with the Government approvals which have already been granted to
Andhika, the parties agree as follows:
1.1 To submit additional application(s), as necessary, to the DGGM for the
licenses and/or CoWs for the exploration and exploitation of coal on
the Property.
1.2 To complete the acquisition of the Property.
1.3 To support, develop, and complete the mining operations.
2. EXCLUSIVITY
Except as otherwise provided for in this Agreement, the Parties warrant that
they shall cooperate solely and exclusively with each other in connection with
this Coal Mining Project and that nontender of them shall enter into any
agreement with any other firm or group of firms with respect to any matters
related to this Project without the prior written consent of the other Party and
to keep this information strictly confidential. Further, Andhika will grant
Singkamas a first rights of refusal with respect to any coal mining property
which it may control, influence the sale of, or be able to recommend to
Singkamas.
The parties also warrant that such exclusivity will be respected by those
persons or firms which they may exercise control or with their affiliate in any
manner.
3
55
[SEAL]
3. SPONSORSHIP
Andhika shall activity as the main sponsor of this Project. In this regard,
Andhika has obtained the complete and proper approvals (which are subject to
legal verification) to transfer 77.5% interest in the Property, which includes
the full and complete rights to any Government Licenses which Andhika will
receive for the exploratoin and exploitation of coal on the Property. All
geological and other significant information will be made available to the
Parties on a continual basis. Furthermore, Andhika will obtain any other
necessary and appropriate government licenses associated with the refinery and
production of coal as well as the transportation and sale of coal. Similarly,
these licenses will also be transferred to Singkamas or its' designee.
4 INITIAL RESPONSIBILITIES
The Parties agree that their responsibilities shall be as follows:
4.1. Andhika will secure the proper approvals to sell its' rights to the
Property as well as its' rights to the Government Licenses.
Andhika will assist with the development of the Project in conjunction
with the Parties as need. In particular, Andhika will take all steps
necessary or deemed advisable by Singkamas to secure the CoW for the
exploitation of coal on the Property. Andhika has reviewed preliminary
geological surveys on the Property and will provide all of this
information as well as all future information to the Parties on a
continual basis. Andhika will give Singkamas first priority/option for
any future coal mining opportunities for acquisition and/or for working
together in seeking other coal mining projects. In particular, Andhika
must give first priority to Singkamas to acquire any additional
property which are contiguous with the current property. In those
instances where these contiguous property and/or other property region
are owned and/or controlled by friends, families, and/or directors of
other local PT. Companies which are associated with Andhika, Andhika
must give priority to Singkamas to acquire such property, if available.
4.2 Sigkamsa will be responsible to provide and/or secure financing for the
Project, provide world-class technologies and management/exploration
teams and, if necessary, a strategic operator(s) to develop the
Property Singkamas will jointly assist the Project with Andhika.
4.3 Singkamas may appoint a qualified Indonesian party to accept the
transfer of CoW and may at any time at its discretion cause or permit
such party to transfer such property and licenses to any third party
based on prevailing regulations and subject to Anugrah's continuing
rights under the Agreement being respected by such transferee.
4
56
[SEAL]
5. TRANSFER OF LICENSES
5.1 Andhika will transfer 77.5% interest of coal minerals on the Property.
Furthermore, Andhika's principals and/or affiliates will not compete
with Singkamas.
5.2 Payment For:
(a) Anhika agrees to sell 77.5% if its interest in the Property as
well as its' full and complete rights to the Government
Approvals to such qualified party as indicated by Singkamas
that may be appointed for the price of US One Million Dollars
(US$1,000,000).
(b) All payments hereunder shall be subject to continual
fulfillment by Andhika of its obligations under this
Agreement.
5.3 Payment Conditions:
(a) Singkamas agrees to make a down payment of US$200,000
after the signing of this Agreement. This payment,
however, is subject to legal verification that the
title to the Property is acceptable and without
encumbrances and that the government license issued to
Andhika is current and valid. Such payment will be
made to Andhika once the test results from the initial
investigation/exploration activity are completed and
any other legal verifications, which may be required in
respect of title to the Property and validity of
government licenses are finalized.
(c) The final payment of US$1,500,000 will be immediately paid to
Andhika upon the coal mines being put into the production
stage and are generating positive revenues. For this to occur,
however, Andhika must first secure the complete and proper
CoW.
Anhika recognize that once it secures CoW for the benefit of
the Parties and, moreover, the benefit of the Project, Andhika
will transfer the full and complete rights of CoW to Singkamas
or the entity appointed by Singkamas.
5.4 Profit Sharing
The Parties hereby agree that the Profit Sharing from the net profit
(total revenue minus all expenses including taxes) to the Project shall
be as follows:
5
57
[SEAL]
Singkamas 77.5%
Andhika 22.5%
5.5 Reimbursement of Expenses
Singkamas agrees to relinquish to or reimburse Andhika for the funds
which Andhika expended towards the Seriousness bond which it paid to
the DGGM for blocking the property. These funds amount to a total of
Rp. 1,094,000,000. Receipts for these expenses are referred in Exhibit
IV. Terms and Conditions for the reimbursement of these expenses are to
be determined by the Parties.
5.6 Exploration Program
(a) Singkamas agrees to begin the Exploration Program on the
Property by February 1997 or sooner.
(b) Singkamas will dig numerous test pits as part of the
exploration program.
(c) Shallow drilling to the depth of 50-60 meters will also be
carried out over time second 90-day period.
(d) Deep drilling to depth of 200 meters will also be carried out
over the second 90-day period.
(e) Singkamas agrees to finance the Exploration Program for the
development and implementation of the Coal Mine Project. In
this regard, Singkamas agrees to spend a minimum of US$100,000
in year 1; US$100,000 in Year 2; and US$100,000 in Year 3.
Accounting record for these expenditures will be kept by
Singkamas.
6 JURISDICTION
6.1 (a) Any dispute or controversies which may arise out of this
Agreement shall be amicably settled by the Parties, but in
failure thereof, such disputes or controversies shall be
referred to the arbitration of the Rules of Badan Arbitrasi
Nasional Indonesia (BANI). The arbitration panel shall consist
of three (3) arbitrators, one (1) chosen by the complainant,
one (1) chosen by the respondent and a Chairman chosen by the
arbitrators named by the complainant and the respondent.
(b) The parties expressly agree that (1) the arbitration tribunal
shall decide the matter as expeditiously as possible, however,
no time limits shall be imposed, (ii) Section 631 of the R.V.
(Reglement opde Rechtsvordering)
6
58
[SEAL]
shall apply, and that accordingly the arbitrators shall only
reach their decision by applying strict rules of law to the
facet and shall not purport to resolve any dispute exaequo et
xxxx, (iii) the arbitration shall be conducted the English
language, in Jakarta, Indonesia or such other place or places
in Indonesia, as the Parties to the arbitration may agree,
(vi) the Party in whose favor the arbitral award is rendered
shall be entitled to recover costs and expenses of the
arbitration including but not limited to the cost and expense
of administration of the arbitration proceedings, and (v) the
arbitral award shall be issued in Indonesia.
(c) The Parties expressively agree to waive section 641 of the
R.V. and any other applicable laws permitting appeal to courts
of law or any other body so that accordingly there shall be no
appeal to any court of law or any other body from the decision
(or any interim decision) of the arbitrators and neither party
shall dispute nor question such decision before any judicial
authority in the Republic of Indonesia of elsewhere.
(d) Pending the submission to arbitration and thereafter until the
arbitration tribunal issues its decision, each Party shall,
expect in the event of expiration, termination or failure by
the other party to obey or comply with a specific order or
decision of the arbitration tribunal, continue to perform all
of its obligations under this Agreement without prejudice to a
final adjustment in accordance with the said award.
6.2 This Agreement as to its' interpretation and application shall be
governed by the Laws of Indonesia.
6.3 The Parties hereby expressly agree to waive the provision of Article
1266 of the Indonesian Civil Code with respect to the need for a court
pronouncement to terminate this Agreement.
7. TERM OF VALIDITY
7.1 This Agreement shall be in effect as of January 7th, 1997, and shall be
valid until the purposes and objectives of the Project have been
fulfilled.
7.2 If for any reasons the transfer of the Property is not approved by the
Government Authorities within six (6) months after the date of this
Agreement, Singkamas shall have the option to terminate this Agreement
with no further liability hereunder.
7
59
[SEAL]
8. OTHER MATTERS
Other matters not stipulated in this Agreement shall be further discussed and
decided later on through mutual discussion between the Parties on the basis of
this Agreement.
In Witness Whereof, the Parties agree that this Agreement is legal and binding
and have caused their duly authorized representatives to execute this Agreement
on the year and the first above stated.
PT. ANDHIKA MUTIARA SEJAHTERA SINKAMAS AGUNG LTD.
[SEAL]
By /s/ By /s/
--------------------------- -------------------
Name: Adnan AS Name: Xxxxxxx Xxxx
Title: President Director Title: President
Director
Number : 20.190/1997/Leg.
-Seen for the signing of the signatures of :
-Mr. ADNAN ALAMSYAH SULAIMAN, Indonesian ---
Citizen, private person residing in --------
Samarinda, Xxxxx Xxxx Xxxxx X0/Xx.0, Xx.00,-
Rw.08, holder of Identity Card Number : ----
03.1002/2714/00931/1995, temporarily being -
in Jakarata; -------------------------------
-Xx. XXXXXX XXXX HUA BENG, Singapore Citizen,
private person, holder of Passport Number :
S 1852289-F, temporarily being in Jakarta; -
both are known to me, BUNTARIO TIGRIS ------
DARMAWA,XX.XX.XX. by virtue of decision-----
Letter from the Minister of Justice of the -
Republic of Indonesia dated on the thirteenth
day of April one thousand nine hundred and -
ninety five ( 13-4-1995 ) number : X-00.XX.
03.07-Th.1995, substitute of XXXXXXX XXXXXXX,
SH. Notary in Jakarta.----------------------
Jakarta, 7th January 1997
Substitute Notary in Jakarta.
[SEAL] /s/
( BUNTARIO TIGRIS DARMAWA, XX.XX.XX. )
8
60
LIST OF EXHIBITS
EXHIBIT I DESCRIPTION OF THE PROPERTY
EXHIBIT II GOVERNMENT FILINGS
EXHIBIT III SHAREHOLDER'S MINUTES
EXHIBIT IV RECEIPTS
61
EXHIBIT I
DESCRIPTION OF THE PROPERTY
62
[MAP]
63
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
Lampiran I : Keputusan Direktur Jenderal Pertambangan Umum [SEAL]
Nama Perusahaan : PT. ANDHIKA MUTIARA SEJAHTERA
Lokasi
- Propinsi : KALIMANTAN TIMUR
- Kabupaten : KUTAI
- Kecamatan : -
- Kode Wilayah : APB042
Luas : 104.700 Ha
No. Xxxxx Xxxxx Bujur Xxxxx Lintang
. ' " . ' " LU/LS
1 117 13 0.0 1 15 0.0 LU
2 117 30 0.0 1 15 0.0 LU
3 117 30 0.0 1 10 0.0 LU
4 117 35 0.0 1 10 0.0 LU
5 117 35 0.0 1 0 0.0 LU
6 117 13 0.0 1 0 0.0 LU
Direktur Jenderal Pertambangan Umum
Kuntoro Mangkusbrot
64
EXHIBIT II
GOVERNMENT FILINGS
65
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
T A N D A T E R I M A
Nomor: 300/SDPH/1996
A. Permohanan (aplikasi) dari : PT. Andhika Mutiara Sejahtera
Tanggal : 13 Mei 1996
Alamat : Komp. Pinang Babaris Blok A/47
Samarinda
Telp. (0541) - 41974
Diterima hari/tanggal/Jam : Senin/13 Mei 1996/15.30
Perihal : Permohonan Kontrak Karya
Batubara di daerah Propinsi
Kalimantan Timus, Kabupaten
Kutai.
Seluas 104.700 Ha
Kode Wilayah : 96APB226
B. Lampiran - lampiran n :
1. Peta wilayah (asli) dari Unit Pelayanan Informasi xxx
Pencadangan Wilayah Pertambangan (UPIPWP)...............: ada
2. Tanda bukti penyetoran jaminan kesungguhan dari Bank
yang ditunjuk...........................................: ada
3. Tanda terima SPT tahun terakhir.........................: ada
4. Laporan Keuangan 3 (tiga) tahun terakhir yang telah
diaudit oleh Akuntan Publik :
- Perusahaan Asing......................................: ---
_ Perusahaan Indonesia..................................: ada
5. Kesepakatan ersama (MOU) jika pemohon diajukan lebih
dari 2 pemohon..........................................: ada
6. Laporan tahunan perusahaan..............................: ada
Permohanan tersebut telah dilampiri persyaratan sesuai ketentuan yang berlaku
untuk diteruskan ke Direktur Batubara.
Jakarta, 13 Mei 1996
Kepala Bagian Perundang-
Undangan
[SEAL [S]
Yusmid AP, SH.
NIP. 100002520
Tembusan :
- Unit Pelayanan Informasi Pencadangan Wilayah Pertambangan
(UPIPWP)
66
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
Kepada : Yth.bapak Yusmet.
Dari : Riduansyah Basri.
No. Facs : 021.5250895
[SEAL]
APLIKASI
ELECTRONIC FUNDS TRANSFER
No. Ref: 182 063 051376 42648 Direktur Jenderal Pertambangan
PT. Andhika Mutiara Sejahtera Umum qq xxx Andhika Mutiara
Jl. Rawa Indah Blok B RT 52 Sejahtera prp BDN Cahung Wiama
RW 08 Samarinda Xxxx Xx. Gatot Xxxxxxx Kav. 54
Jkt.700.087.06025.2.01.
004143.001
BNI Cabang Senayan Jkt.
BMI Cabang Samarinda
Yg.dikirim Rp.1.094.000.000.-
Rp. 1.094.005.000.
xxxx xxxxxxx sembilan
puluh empat juta sebalas ribu Rp. 6.000.
rupiah
Rp. 1.094.011.000.
67
EXHIBIT III
SHAREHOLDER'S MINUTES
68
[SEAL]
MINUTES OF GEN MEETING OF FOUNDERS
OF
PT ANDHIKA MUTIARA SEJAHTERA
On this day, the fifteenth of December one thousand nine hundred
ninety-six (15-12-1996), a Gen Meeting of Founders ("Meeting") of PT. ANDHIKA
MUTIARA SEJAHTERA ("the Company") was held at Plaza Exim, 24th Floor, Xx.
Xxxxxxx Xxxxx Xxxxxxxx Xxx.00-00, Xxxxxxx, 00000.
The Company was established by Deed No. 11, dated 1 April 1996 made by
Xxxx Xxxxxxx, SH, Notary in Samarinda, such deed has not been approved yet by
the Minister of Justice of the Republic of Indonesia (herein after referred to
as the "Articles of Association")
Present in this Meeting:
1. Sri Aslinda Sulaiman, as the holder of 280 shares of the Company.
2. Drs. Ardiansyah Sulaiman, as the holder of 280 shares of the Company.
3. Xxxxx Fahreza Ardans, as the holder of 280 shares of the Company.
That in this Meeting there were represented 840 shares, which represent all of
the subscribed and issues shares in the Company so that based on Article 20 of
Articles of Association of the Company, this meeting is duly convened and has
the power to make valid decision with respect to all matters which are to be
discussed, even though there was no written call of the Meeting.
The Chairman further explained to the Meeting that the agenda of the
Meeting is the transfer of the property and interest of the Company in
Kontrak Karya Batu Bara KW APB042 (KKB) and any government licenses
with regard to such KP to Singkamas Agung, Ltd or any other party
appointed by Singkamas Agung, Ltd.
In respect to the above-mentioned Agenda, the Chairman, after giving a
complete explanation, subsequently proposed to the Meeting and the
Meeting, after due discussion, unanimously voted to approve and
therefore decides to declare the transfer of the property and interest
in Kontrak Karya Batu Bara KW APO585 and any government licenses with
regard to such KKB to Singkamas Agung, Ltd or any other party appointed
by Singkamas Agung, Ltd was approved by founders ft Company.
[SEAL]
The Meeting hereby authorizes the Board of Directors of the
69
Company with the right of substitution, to appear before a Notary to state the
resolutions resolved hereunder in notarial deed and to appear wherever
necessary, to give information, to make, to cause to be made and signed, all
necessary letters/documents, and further to perform all actions deemed proper
and useful for the completion of the above-mentioned matters.
Since no other matters to be discussed in this Meeting is closed by the
Chairman at 16.00 West Indonesian Time.
Chairman Shareholders
[SEAL] [S] [S]
-------------------- ------------------------
Sri Aslinda Sulaiman Drs. Ardiansyah Sulaiman
Shareholders
--------------------
Xxxxx Fahreza Ardans
70
EXHIBIT IV
RECEIPTS
71
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
Kepada : Yth.bapak Yusmet.
Dari : Riduansyah Basri.
No. Facs : 021.5250895
[SEAL]
APLIKASI
ELECTRONIC FUNDS TRANSFER
No. Ref: 182 063 051376 42648 Direktur Jenderal Pertambangan
PT. Andhika Mutiara Sejahtera Umum qq xxx Andhika Mutiara
Jl. Rawa Indah Blok B RT 52 Sejahtera prp BDN Cahung Wiama
RW 08 Samarinda Xxxx Xx. Gatot Xxxxxxx Kav. 54
Jkt.700.087.06025.2.01.
004143.001
BNI Cabang Senayan Jkt.
BMI Cabang Samarinda
Yg.dikirim Rp.1.094.000.000.-
Rp. 1.094.005.000.
xxxx xxxxxxx sembilan
puluh empat juta sebalas ribu Rp. 6.000.
rupiah
Rp. 1.094.011.000.
72
DEVELOPMENT AGREEMENTS
COAL MINING PROJECTS IN EAST KALIMANTAN
[SEAL]
This Development Agreement (Agreement) is made and entered into on this seventh
day of January, 1997 by and between:
PT. Andhika Mutiara Etam, a limited liability company established and validly
existing under Indonesia Law, and having its address at Xx. Xxxxxxx Xx. 00 Xxxx.
Xxxxxxxxx - Xxxxxxxxx (hereinafter referred to as "Andhika"), and is represented
in this Agreement by it's President Director, Mr. Adnan AS; AND
Singkamas Agung, Ltd., a Bahamas Corporation having it's registered offices in
the Bahamas and it's representative offices in Singapore (hereinafter referred
to as "Singkamas", and is represented in this Agreement by it's President
Director, Mr. Xxxxxxx Xxxx.
(Andhika and Singkamas are hereinafter referred to collectively as "The
Parties").
WITNESSETH
Whereas, the Government of Indonesia acting through it's Ministry of Mines and
Energy and the Directorate General of General Mining (hereinafter referred to as
the "DGGM") wishes to expand on its enhances exploration of exploitation for
coal and other natural resources during the Sixth Development Plan (known as
Repelita VI) and beyond, and encourages the private sector to participate in
such exploration, development, exploitation and production; and
Whereas Singkamas is actively seeking to acquire coal mining concessions and to
implement coal mining activities in East Kalimantan, Indonesia (hereinafter
referred to as the "Project"); and
Whereas Andhika has successfully reserved, or "blocked", one (1) potential coal
mining property in the coal mining district of East Kalimantan. The geographical
location of such property is described in Exhibit I. Andhika can successfully
demonstrate that it has officially blocked this area of land at the DGGM through
it's official and complete filings and payments to the DGGM for this area. These
official
73
[SEAL]
documents are attached to Exhibit II> Currently, Andhika controls the rights to
the property and is in the process of obtaining the government approvals and/or
mandates (hereinafter referred to as the "Government License"), which are to be
issued in the form of Contracts of Work (hereinafter referred to as a "CoWs'),
for the development and exploitation of the coal mining property. Andhika also
recognizes the importance of obtaining any other government licenses associated
with the exploitation of coal, including the license for the refinery and
production of coal as well as the transportation and sale of coal; Andhika will
use it's expert abilities and efforts to obtain these additional licenses from
the Government in order to facilitate the development, implementation, and
success of the Project; and
Whereas both Parties agree to use their best efforts to complete the sale and
acquisition of the Property (hereinafter referred to as the "Transaction"),
which includes the rights to the government licenses for the exploration and
exploitation of coal on the Property. The Parties also agree to jointly
cooperate to successfully obtain any other government licenses which will be
necessary; and
Whereas the Coal Mining Property (hereinafter referred to as the "Property") is
located in the coal mining district of East Kalimantan, Indonesia and,
potentially, has substantial deposits of coal and other natural resources. The
property encompasses a combined total of approximately 71,420 hectares of land.
A geographical description of the Property is provided in Exhibit I, which is
attached to this Agreement. The Property is located in a coal mineralization
zone and, through official filings and monetary payments made to the DGGM (which
includes both filing and annual fees as well as seriousness bonds), Andhika has
secured the rights to the Property and is in the process of obtaining the
government licenses for the general survey and exploration of coal on the
Property as well as the CoWs to exploit coal on the Property. These documents
are shown in Exhibit II, which is attached to this Agreement.
DESCRIPTION OF THE PROPERTY: 71,420 HECTARES
The Property consists of approximately 71,420 hectares of land. For this block
of property, Andhika has properly filed, paid for, and obtained the rights to
this area. Andhika is also currently in the process of obtaining the CoWs to
explore and exploit coal on the property. See Exhibit II.
For purposes of this Transaction, Mr. Adnan AS, as President Director of PT
Andhika Mutiara Etam, has been granted the complete and/or official
authorization, through a General Shareholder's Meeting (subject to provision in
the Articles of Association), to sell 77.5% of Andhika's interest in the
Property, including the complete transfer of the government rights (when
obtained) to explore and exploit for coal on the
[SEAL]
Property. The Shareholder's Minutes are referenced in Exhibit III, which is
attached to this Agreement. Although
74
Andhika will actively seek to obtain government licenses for the commercial
exploitation of coal (including the licenses for the refinery production,
transportation, and sale of coal), Andhika recognizes that these government
licenses will also be transferred to Singkamas or to some third party which is
appointed by Singkamas.
Andhika will use it's expert abilities and efforts for obtaining the government
licenses from the DGGM. The purposes of obtaining all of the necessary licenses
is to make it feasible for Singkamas to effectively and efficiently mine the
Property and to make them into a world-class profitable operation.
Whereas Singkamas has the ability to provide and/or secure financing to acquire
77.5% interest in the Coal Mining Property and the related government licenses
from Andhika as well as the ability to develop the Property into a world-class
mining operation.
Now, therefore, the Parties hereto agree as follows:
1. COOPERATION
In accordance with the Government approvals which have already been granted to
Andhika, the parties agree as follows:
1.1 To submit additional application(s), as necessary, to the DGGM for the
licenses and/or CoWs for the exploration and exploitation of coal on
the Property.
1.2 To complete the acquisition of the Property.
1.3 To support, develop, and complete the mining operations.
2. EXCLUSIVITY
Except as otherwise provided for in this Agreement, the Parties warrant that
they shall cooperate solely and exclusively with each other in connection with
this Coal Mining Project and that none of them shall enter into any agreement
with any other firm or group of firms with respect to any matters related to the
Project without the prior written consent of the other Party and to keep this
information strictly confidential. Further, Andhika will grant Singkamas a first
rights of refusal with respect to any coal mining property which it may control,
influence the sale of, or be able to recommend to Singkamas.
The Parties also warrant that such exclusivity will be respected by those
persons or firms which they may exercise control or with their affiliate in any
manner.
[SEAL]
3. SPONSORSHIP
Andhika shall act as the main sponsor of this Project. In this regard, Andhika
has obtained complete and proper approvals (which are subject to legal
verification) to transfer 77.5% interest in the Property, which includes the
full and complete rights to any
75
Government Licenses which Andhika will receive for the exploration and
exploitation of coal on the Property. All geological and other significant
information will be made available to the Parties on a continual basis.
Furthermore, Andhika will obtain any other necessary and appropriate government
licenses associated with the refinery and production of coal as well as the
transportation and sale of coal. Similarly, these licenses will also be
transferred to Singkamas or it's designee.
4. INITIAL RESPONSIBILITIES:
The Parties agree that their responsibilities shall be as follows:
4.1 Andhika will secure the proper approvals to sell it's rights to the
Property as well as it's rights to the Government Licenses.
Andhika will assist with the development of the Project in conjunction
with the Parties as needed. In particular, Andhika will take all steps
necessary or deemed advisable by Singkamas to secure the CoW for the
exploitation of coal on the Property. Andhika has reviewed preliminary
geological surveys on the Property and will provide of this information
as well as all future information to the Parties on a continual basis.
Andhika will give Singkamas first priority/option for any future coal
mining opportunities for acquisition and/or for working together in
seeking other coal mining projects. In particular, Andhika must give
first priority to Singkamas to acquire any additional property which
are contiguous with the current property. In those instances where
these contiguous property and/or other property region are owned and/or
controlled by friends, families, and/or directors of other local PT.
Companies which are associated with Andhika, Andhika must give priority
to Singkamas to acquire such property, if available.
4.2 Singkamas will be responsible to provide and/or secure financing for
the Project, provide world-class technologies and
management/exploration teams and, if necessary, a strategic operator(s)
to develop the Property Singkamas will jointly assist the Project with
Andhika.
4.3 Singkamas may appoint a qualified Indonesian party to accept
the transfer of CoW and may at any time at its discretion
[SEAL]
cause or permit such party to transfer such property and licenses to
any third party based on prevailing regulations and subject to
Anugrah's continuing rights under the Agreement being respected by such
transferee.
5. TRANSFER OF LICENSES
5.1 Andhika will transfer 77.5% interest of coal minerals on the
Property. Furthermore, Andhika's principals and/or
76
affiliates will not compete with Singkamas.
5.2 Payment For:
(a) Andhika agrees to sell 77.5% of its interest in the Property
as well as it's full and complete rights to the Government
Approvals to such qualified party as indicated by Singkamas
that may be appointed for the price of US One Million Dollars
(US$1,000,000).
(b) All payments hereunder shall be subject to continual
fulfillment by Andhika of its obligations under this
Agreement.
5.3 Payment Conditions:
(a) Singkamas agrees to make a down payment of US$200,000
after the signing of this Agreement. This payment,
however, is subject to legal verification that the
title to the Property is acceptable and without
encumbrances and that the government license issued to
Andhika is current and valid. Such payment to Andhika
will also be made after test results form the initial
investigation/exploration activity is completed and any
other legal verifications, which may be required in
respect of title to the Property and validity of
government licenses, is finalized.
5.4 Profit Sharing:
The Parties hereby agree that the Profit Sharing from the net profit
(total revenue minus all expenses, including taxes) to the Project
shall be as follows:
Singkamas 77.5%
Andhika 22.5%
[SEAL]
5.5 Reimbursement of Expenses:
Singkamas agrees to relinquish to or reimburse Andhika for the funds
which Andhika expended toward the Seriousness Bond which it paid to the
DGGM for blocking the property. These funds amount to a total of Rp.
714,211,000.-. Receipts for these expenses are referred in Exhibit IV.
Terms and Conditions for the reimbursement of these expenses are to be
determined by the Parties.
5.6 Exploration Program.
(a) Singkamas agrees to begin the Exploration Program on the
Property by February 1997 or sooner.
(b) Singkamas will dig numerous test pits as part of the
exploration program.
(c) Shallow drilling to the depth of 50-60 meters will also be
carried out over time second 90-day period.
77
(d) Deep drilling depth of 200 meters will also be carried out
over the second 90-day period.
(e) Singkamas agrees to finance the Exploration Program for the
development and implementation of the Coal Mine Project. In
this regard, Singkamas agrees to spend a minimum of US$100,000
in Year 1; US$100,000 in Year 2; and US$100,000 in Year 3.
Accounting records for these expenditures will be kept by
Singkamas.
6. JURISDICTION
6.1 (a) Any dispute or controversies which may arise out of this
Agreement shall amicably settled by the Parties, but in
failure thereof, such disputes or controversies shall be
referred to the arbitration of the Rules of Badan Arbitrasi
Nasional Indonesia (BANI). The arbitration panel shall consist
of three (3) arbitrators, one (1) chosen by complainant, one
(1) chosen by the respondent, and a Chairman chosen by the
arbitrators named by the complainant and the respondent.
(b) The Parties agree that (1) the arbitration tribunal shall
decide the matter as expeditiously as possible. However, no
time limits shall be imposed, (ii) Section 631 of the R.V.
(Reglement opde Rechtsvordering).
78
[SEAL]
shall apply, and that, accordingly, the arbitrators shall only
reach their decision by applying strict rules of law to the
facts and shall not purport to resolve any dispute exaequo et
xxxx, (iii) the arbitration shall be conducted in the English
language, in Jakarta, Indonesia, or such other place or places
in Indonesia, as the Parties to the arbitration may agree,
(iv) the Party in whose favor the arbitral award is rendered
shall be entitled to recover costs and expenses of
administration of the arbitration proceedings, and (v) the
arbitral award shall be issued in Indonesia.
(c) The parties expressly agree to waive Section 641 of the R.V.
and any other applicable laws permitting appeal to courts of
law or any other body so that, accordingly, there shall be no
appeal to any court of law or any other body from the decision
(or any interim decision) of the arbitrators and neither party
shall dispute nor question such decision before any judicial
authority in the Republic of Indonesia or elsewhere.
(d) Pending the submission to arbitration and thereafter until the
arbitration tribunal issues its decision, each party shall,
expect in the event of expiration, termination, or failure by
the other Party to obey or comply with a specific order or
decision of the arbitration tribunal, continue to perform all
of its obligations under this Agreement without prejudice to a
final adjustment in accordance with the said award.
6.2 This Agreement as to it's interpretation and application
shall be governed by the Laws of Indonesia.
6.3 The Parties hereby expressly agree to waive the provision of Article
1266 of the Indonesian Civil Code with respect to the need for a court
procurement to terminate this Agreement.
7. TERMS OF LIABILITY
7.1 This Agreement shall be in effect as of January 7, 1997 and shall be
valid until the purposes and objectives of the Project have been
fulfilled.
7.2 If for any reasons the transfer of the Property is not approved by the
Government Authorities within six (6) months after the date of this
Agreement, Singkamas shall have the option to terminate this Agreement
with on further liability hereunder.
79
[SEAL]
8. OTHER MATTERS
Other matters not stipulated in this Agreement shall be further discussed and
decided later on through mutual discussions between the Parties on the basis of
this Agreement.
In Witness Whereof, the Parties agree that this Agreement is legal and binding,
and has caused their duly authorized representative to execute this Agreement on
the year and the first above stated.
PT. ANDHIKA MUTIARA ETAM SINGKAMAS AGUNG, LTD.
By [S] By [S]
--------------------------- ----------------------
Name: Adnan AS Name: Xxxxxxx Xxxx
Title: President Director Title: President Director
Number : 20.191/1997/Leg.
-Seen for the signing for the signatures of:
-Mr. ADNAN ALAMSYAH SULAIMAN, Indonesian ---
Citizen, private person, residing ----------
Samarinda, Jalan Rawa Indah X0/Xx. 0, Xx. 00,
Xx. 08, holder of Identity Card Number: ----
03.1002/2714/00931/1995, temporarily being -
in Jakarta; --------------------------------
-Xx. XXXXXX XXXX HUA BENG, Singapore Citizen,
private person, holder of Passport Number:
S 1852289-F, temporarily being Jakarta; -
both are known to me, BUNTARIO TIGRIS -----
DARMANA, XX.XX.XX. by virtue of decision----
Letter from the Minister of Justice of the
Republic of Indonesia, dated on the
thirteenth day of April one thousand nine hundred
ninety-five (13-4-1995) number: X-00.XX.
03.07-Th. 1995, substitute of XXXXXXX XXXXXXX,
SH. Notary in Jakarta.--------------------------
Jakarta, 7 January 1997
Substitute Notary in Jakarta.
[SEAL]
(BUNTARIO TIGRIS DARMANA, XX.XX.XX.)
80
LIST OF EXHIBITS
EXHIBIT I DESCRIPTION OF THE PROPERTY
EXHIBIT II GOVERNMENT FILINGS
EXHIBIT III SHAREHOLDER'S MINUTES
EXHIBIT IV RECEIPTS
81
EXHIBIT I
DESCRIPTION OF THE PROPERTY
82
[map]
83
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[SEAL]
Lampiran I : KEPUTUSAN DIREKTUR JENDERAL PERTAMBANGAN UMUM
Nomor :
Tanggal :
LAMPIRAN DAFTAR KOORDINAT
Nama Perusahaan : PT. ANDHIKA MUTIARA ETAM
Lokasi
- Propinsi : KALIMANTAN TIMUR
- Kabupaten : KUTAI
- Kecamatan : -
- Kode Wilayah : JLB007
Luas : 71.420 Ha
==================================================================
No. Xxxxx Bujur (BT) Xxxxx Lintang
Ti -----------------------------------------------------------
tik O ' " O ' " LU/LS
------------------------------------------------------------------
1 117 21 30.0 1 15 0.0 LU
2 117 21 30.0 1 30 0.0 LU
3 117 23 0.0 1 30 0.0 LU
4 117 23 0.0 1 33 0.0 LU
5 117 24 0.0 1 33 0.0 LU
6 117 24 0.0 1 35 0.0 LU
7 117 25 0.0 1 35 0.0 LU
8 117 25 0.0 1 38 30.0 LU
9 117 30 0.0 1 38 30.0 LU
10 117 30 0.0 1 26 0.0 LU
11 117 35 0.0 1 26 0.0 LU
12 117 35 0.0 1 20 0.0 LU
13 117 30 0.0 1 20 0.0 LU
14 117 30 0.0 1 15 0.0 LU
==================================================================
Direktur Jenderal Pertambangan Umum
Kuntoro Mangkusubroto
84
EXHIBIT II
GOVERNMENT FILINGS
85
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[SEAL]
T A N D A T E R I M A
Nomor: 402/SDPH/1996
Perusahaan : ANDHIKA MUTIARA ETAM, PT
Alamat di Indonesia : Komp. Pinang Babaris Blok A/47-48
Samarinda
Telp. 0541-41974
Alamat di Luar Negeri
Tgl/Jam Terima Aplikasi : 09/07/1996, 10.00
Bahan Galian : Batubara
Jenis Aplikasi : Kontrak Karya Batubara
Kode Wilayah : 96JLB007
Propinsi : Kalimanta Timur
Lokasi : Kab.Kutai
Luas Wilayah : 71.420.00 Ha
Lampiran Aplikasi:
---------------------------------------------------------------------
No. Keterangan Persyaratan
---------------------------------------------------------------------
1 Peta dari UPIPWP Ada
---------------------------------------------------------------------
2 Tanda bukti penyetoran jaminan kesungguhan Ada
---------------------------------------------------------------------
3 Tanda terima SPT tahun terakhir (PMDN) Ada
---------------------------------------------------------------------
4 Lap.keuangan perusahaan PMA xxx PMDN tiga tahun Ada
terakhir yang telah diaudit
---------------------------------------------------------------------
5 Kesepakatan bersama (MOU) jika> 1 pemohon Tidak ada
---------------------------------------------------------------------
6 Laporan Tahunan Perusahaan (PMA xxx PMDN) Ada
---------------------------------------------------------------------
Jakarta, 09/07/1996
Kepala Bagian Perundang-undangan
/s/
YUSMID AP, SH
100002520
[SEAL]
86
EXHIBIT III
SHAREHOLDER'S MINUTES
87
[LOGO] [SEAL]
MINUTES OF GENERAL MEETING OF FOUNDERS
OF
PT ANDHIKA MUTIARA ETAM
On this day fifteenth December one thousand nine hundred ninety six
(15-12-1996), a General Meeting of Founders ("Meeting") of PT. ANDIKA MUTIARA
ETAM ("the Company") was held at Xxxxx Xxxx, 00xx Xxxxx, Xx.Xxxxxxx Xxxxx
Xxxxxxxx Xxx.00-00, Xxxxxxx 00000.
The Company was established by Deed No. 64 dated 19 June 1996 made by
Xxxx Xxxxxxx,SH,Notary in Samarinda, such deed has not been approved yet by the
Minister of Justice of the Republic of Indonesia (here in after reforted to as
the "Articles of Association")
Present in this Meeting:
1. Adnan Alamsyah Sulaiman, as the holder of 160 shares of the Company;
2. Armansyah Sulaiman, as the holder of 80 shares of the Company;
3. Sri Aslinda Sulaiman, as the holder of 160 shares of the Company;
4. Drs. Ardiansyah Sulaiman, as the holder of 160 shares of the Company;
5. Anwar Heriansyan Sulaiman, as the holder of 160 shares of the Company;
6. Sulaiman, as the holder of 80 shares of the Company.
That in this Meeting there were represented 800 shares, which represent all of
the subscribed and issued shares in the Company so that based on Article 20 of
Article of Association of the Company, this meeting is duly convened and has the
power to make valid decision with respect to all matters which are to be
discussed even though there was no written call of the Meeting.
The Chairman further explained to the Meeting that the agenda of the
Meeting is the transfer of the property and interest of the Company in Kontrak
Karya Batu Bara KW APB042 (KKB) and any government licenses with regard to such
KP to Singkamas Agung Ltd. or any other party appointed by Singkamas Agung Ltd.
In respect to the above mentioned Agenda, the Chairman after giving a
complete explanation, subsequently proposed to the Meeting and the Meeting after
due discussion, unanimously voted to approve and therefore decides to declare
the transfer of the property and interest in Kontrak Karya Batu Bara KW 96JLB007
and any government licenses with regard to such KKB to Singkamas Agung Ltd. or
any other party appointed by Singkamas Agung Ltd. was approved by founders of
the Company.
88
[SEAL]
The meeting hereby authorizes the Board of Directors of the Company
with the right of substitution, to appear before a Notary to state the
resolutions resolved hereunder in notarial deed and to appear wherever
necessary, to give information, to make, to cause to be made and signed, all
necessary letters/documents, and further to perform all actions deemed proper
and useful for the completion of the above mentioned matters.
Since no other matters to be discussed in this Meeting is closed by the
Chairman at 16.00 West Indonesian Time.
Chairman Shareholders
[SEAL]
/s/ /s/
----------------------- -------------------
Adnan Alamsyah Sulaiman Armansyah Sulaiman
Shareholders Shareholders
/s/ /s/
----------------------- ------------------------
Sri Aslinda Sulaiman Drs. Ardiansyah Sulaiman
Shareholders Shareholders
/s/ /s/
------------------------ ------------------------
Anwar Heriansyah Xxxxxxxx Xxxxxxxx
89
EXHIBIT IV
RECEIPTS
90
[SEAL]
[ILLEGIBLE COPY]
91
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[SEAL]
Jakarta, 3 Juli 1996
Nomor : 1694 /861/DJP/1996
Lampiran :
Hal : Penyetoran uang Jaminan Kesungguhan
Yang terhormat
PT. ANDHIKA MUTIARA ETAM
Komp. Pinang Babaris Blok A/47 - 48
Samarinda Kaltim
Berdasarkan Keputusan Menteri Pertambangan xxx Energi Nomor
135.K/201/X.XX/0000 tanggal 20 Maret 1996 xxx Keputusan Direktur Jenderal
Pertambangan Umum Nomor 154.K/27/DDJP/1996 tanggal 3 Mei 1996, maka dalam rangka
memenuhi persyaratan pengajuan permohonan Kontrak Karya Batubara, kepada Saudara
diminta menyetorkan/transfer uang sebesar Rp. 714.200.000,- (tujuh ratus empat
belas juta dua ratus ribu rupiah atau AS$
pada rekening Direktur Jenderal Pertambangan Umum Nomor 700.087.06025.2.01.5
(untuk rupiah) atau Nomor 3081.411.0180.4 (untuk dollar Amerika Serikat) pada
PT. Bank Dagang Negara (Persero) Cabang Jakarta Wisma Baja Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx Xxx. 00 Xxxxxxx 00000 xxx didepositokan atas nama Direktur Jenderal
Pertambangan Umum qq perusahaan Saudara.
Bukti penyetoran/transfer tersebut dilampirkan pada Daftar Isian
Permohonan Kontrak Karya Batubara yang Saudara Ajukan.
Apabila sampai dengan tanggal 9 Juli 1996, Saudara tidak melaksanakan
penyetoran/transfer dimaksud, maka wilayah yang telah dicadangkan dinyatakan
bebas xxx terbuka kembali untuk umum.
Demikian untuk Saudara laksanakan.
DIREKTUR JENDERAL PERTAMBANGAN UMUM
SEKRETARIS DIREKTORAT JENDERAL PERTAMBANGAN UMUM,
[SEAL]
/s/
NASRI YUNUS ANIS, SH
NIP. 100001656
Tembusan:
1. Kepala Bagian Perundang-undangan, Sekretariat Direktorat Jenderal
Pertambangang Umum
2. Direksi PT. Bank Dagang Negara (Persero) Cabang Jakarta Wisma Baja.
KD. 96 JLB007
92
DEVELOPMENT AGREEMENT
COAL MINING PROJECTS IN EAST KALIMANTAN
[SEAL]
This Development Agreement (Agreement) is made and entered into on this seventh
day of January, 1997 by and between:
PT. Andhika Mutiara Lestari, a limited liability company established and validly
existing under Indonesia law, and having its address at Xx. Xxxxxxx Xx.00 Xxxx,
Xxxxxxxxx - Xxxxxxxxx (hereinafter referred to as "Andhika"), and is represented
in this Agreement by its' President Direcotr, Mr. Adnan AS; and
Singkamas Agung Ltd., a Bahamas Corporation having its' registered offices in
the Bahamas and its representative offices in Singapore (hereinafter referred to
as "Singkamas"), and is represented in this Agreement by its' President
Director, Mr. Xxxxxxx Xxxx.
(Andhika and Singkamas are hereinafter referred to collectively as "The
Parties").
WITNESSETH
Whereas, the Government of Indonesia acting through its' Ministry of Mines and
Energy and the Directorate General of General Mining (hereinafter referred to as
the "DGGM") wishes to expand on its enhanced exploration and exploitation for
coal and other natural resources during the next Sixth Development Plan (known
as Repelita VI) and beyond, and encourages the private sector to participate in
such explorations, development, exploitation and production; and
Whereas Singkamas is actively seeking to acquire coal mining concessions and to
implement coal mining activities in East Kalimantan, Indonesia (hereinafter
referred to as the "Project"); and
Whereas Andhika has successfully reserved, or "blocked", one (1) potential coal
mining property in the coal mining district of East Kalimantan. The geographical
location of such property is described in Exhibit I. Andhika can successfully
demonstrate that it has officially blocked this area of land at the DGGM through
its' official and complete filings and payments to the DGGM for this area. These
official
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[SEAL]
documents are attached in Exhibit II. Currently, Andhika controls the rights to
this property and is in the process of obtaining the government approvals and or
mandates (hereinafter referred to as the "Government License"), which are to be
issued in the form of Contracts of Work (hereinafter referred to as a "CoWs"),
for the development and exploitation of the coal mining property. Andhika also
recognizes the importance of obtaining any other government licenses associated
with the exploitation of coal, including the license for the refinery and
production of coal as well as the transportation and sale of coal; Andhika will
use its' expert abilities and efforts to obtain these additional licenses from
the Government in order to facilitate the development, implementation, and
success of the Project; and
Whereas both Parties agree to use their best efforts to complete the sale and
acquisition of the Property (hereinafter referred to as the "Transaction"),
which includes the rights to the government licenses for the exploration and
exploitation of coal on the Property. The Parties also agree to jointly
cooperate to successfully obtain any other government licenses which will be
necessary; and
Whereas the Coal Mining Property (hereinafter referred to as the "Property") is
located in the coal mining district of East Kalimantan, Indonesia and,
potentially, has substantial deposits of coal and other natural resources. The
property encompasses a combined total of approximately 109,900 hectares of land.
A geographical description of the Property is provided in Exhibit I which is
attached to this Agreement. The Property is located in a coal mineralization
zone and, through official filings and monetary payments made to the DGGM (which
includes both filing and annual fees as well as seriousness bonds), Andhika has
secured the rights to the Property and is in the process of obtaining the
government licenses for the general survey and exploration of coal on the
Property as well as the CoWs to exploit coal on the Property. These documents
are shown in Exhibit II which is attached to this Agreement.
DESCRIPTION OF THE PROPERTY: 109,900 HECTARES
The Property consists of approximately 109,900 hectares of land. For this block
of property, Andhika has properly filed, paid for, and obtained the rights to
this area. Andhika is also currently in the process of obtaining the CoWs to
explore and exploit coal on the property. See Exhibit II.
For purposes of this Transaction, Mr. Adnan AS, a President Director of PT
Andhika Mutiara Etam, has been granted the complete and/or official
authorization, through a General Shareholder's Meeting (subject to provision in
the Articles of Association), to sell 77.5% of Andhika's interest in the
Property, including the complete transfer of the government rights (when
obtained) to explore and exploit for coal on the Property. These Shareholder's
Minutes are referenced in Exhibit III which is attached to this Agreement.
Although Andhika will actively seek to obtain the government licenses for
94
[SEAL]
the commercial exploitation of coal (including the licenses for the refinery
production, transportation, and sale of coal), Andhika recognizes that these
government licenses will also be transferred to Singkamas or to some third party
which is appointed by Singkamas.
Andhika will use its' expert abilities and efforts for obtaining the government
licenses from the DGGM. The purposes of obtaining all of the necessary licenses
is to make it feasible for Singkamas to effectively and efficiently mine the
Property and to make them into a world-class profitable operation.
Whereas Singkamas has the ability to provide and/or secure financing to acquire
77.5% interest in the Coal Mining Property and the related government licenses
from Andhika as well as the ability to develop the Property into a world-class
mining operation.
Now therefore, the Parties hereto agree as follows:
1. COOPERATION
In accordance with the Government approvals which has already been granted to
Andhika, the parties agree as follows:
1.1. To submit additional application(s), as necessary, to the DGGM for the
licenses and/or CoWs for the exploration and exploitation of coal on
the Property.
1.2. To complete the acquisition of the Property.
1.3. To support, develop, and complete the mining operations.
2. EXCLUSIVITY
Except as otherwise provided for in this Agreement, the Parties warrant that
they shall cooperate solely and exclusively with each other in connection with
this Coal Mining Project and that none of them shall enter into any agreement
with any other firm or group of firms with respect to any matter related to this
Project without the prior written consent of the other Party and to keep this
information strictly confidential. Further, Andhika will grant Singkamas a first
rights of refusal with respect to any coal mining property which it may control,
influence the sale of, or be able to recommend to Singkamas.
The Parties also warrant that such exclusivity will be respected by those
persons or firms which they may exercise control or with their affiliate in any
manner.
95
[SEAL]
3. SPONSORSHIP
Andhika shall act as the main sponsor of this Project. In this regard, Andhika
has the complete and proper approvals (which are subject to legal verification)
to transfer 77.5% interest in the Property, which includes the full and complete
rights to any Government Licenses which Andhika will receive for the exploration
and exploitation of coal on the Property. All geological and other significant
information will be made available to the parties on a continual basis.
Furthermore, Andhika will obtain any other necessary and appropriate government
licenses associated with the refinery and production of coal as well as the
transportation and sale of coal. Similarly, these licenses will also be
transferred to Singkamas or its' designee.
4. INITIAL RESPONSIBILITIES
The Parties agree that their responsibilities shall be as follows;
4.1 Andhika will secure the proper approvals to sell its' rights to the
Property as well as its' rights to the Government Licenses.
Andhika will assist with the development of the Project in conjunction
with the Parties as needed. In particular, Andhika will take all steps
necessary or deemed advisable by Singkamas to secure the CoW for the
exploitation of coal on the Property. Andhika has reviewed preliminary
geological surveys on the Property and will provide all of this
information as well as all future information to the Parties on a
continual basis. Andhika will give Singkamas first priority/option for
any future coal mining opportunities for acquisition and/or for working
together in seeking other coal mining projects. In particular, Andhika
must give first priority to Singkamas to acquire any additional
property which are contiguous with the current property. In those
instances where these contiguous property and/or other property region
are owned and/or controlled by friends, families, and/or directors of
other local PT. Companies which are associated with Andhika, Andhika
must give priority to Singkamas to acquire such property, if available.
4.2 Singkamas will be responsible to provide and/or secure financing for
the Project, provide world-class technologies and
management/exploration teams and, if necessary, a strategic operator(s)
to develop the Property Singkamas will jointly assist the Project with
Andhika.
4.3 Singkamas may appoint a qualified Indonesian party to accept the
transfer of CoW and may at any time at its discretion cause or permit
such party to transfer such property and licenses to any third party
based on prevailing regulations and subject to Anugrah's continuing
rights under the Agreement being respected by such transferee.
96
[SEAL]
5. TRANSFER OF LICENSES
5.1 Andhika will transfer 77.5% interest of coal minerals on the
Property. Furthermore, Andhika's principals and/or affiliates
will not complete with Singkamas.
97
5.2 Payment For:
(a) Andhika agrees to sell 77.5% if its interest in the Property
as well as its' full and complete rights to the Government
Approvals to such qualified party as indicated by Singkamas
that may be appointed for the price of US One Million Dollars
(US$1,000,000).
(b) All payments hereunder shall be subject to continual
fulfillment by Andhika of its obligations under this
Agreement.
5.3 Payment Conditions:
(a) Singkamas agrees to make a down payment of US$200,000 after
the signing of this Agreement. This payment, however, is
subject to legal verification that the title to the Property
is acceptable and without encumbrances and that the
government license issued to Andhika is current and valid.
Such payment will be made to Andhika once the test results
from the initial investigation/exploration activity are
completed and any other legal verifications, which may be
required in respect of title to the Property and validity of
government licenses, is finalized.
(b) The final payment of US1,500,000 will be immediately paid to
Andhika upon the coal mines being put into the production
stage and are generating positive revenues. For this to occur,
however, Andhika must first secure the complete and proper
CoW.
Andhika recognize that once it secures CoW for the benefit of
the Parties and, moreover, the benefit of the Project, Andhika
will transfer the full and complete rights of CoW to Singkamas
or the entity appointed by Singkamas.
5.4 Profit Sharing
The Parties hereby agree that the Profit Sharing from the net profit
(total revenue minus all expenses including taxes) to the project shall
be as follows:
98
[SEAL]
Singkamas 77.5%
Andhika 22.5%
5.5 Reimbursement of Expenses
Singkamas agrees to relinquish to or reimburse Andhika for the funds
which Andhika expended towards the Seriousness Bond which it paid to
the DGGM for blocking the property. These funds amount to a total of
Rp. 1,198,000,000.-. Receipts for these expenses are referred in
Exhibit IV. Terms and Conditions for the reimbursement of these
expenses are to be determined by the Parties.
5.6 Exploration Program
(a) Singkamas agrees to begin the Exploration Program on the
Property by February 1997 or sooner.
(b) Singkamas will dig numerous test pits as part of the
exploration program.
(c) Shallow drilling to the depth of 50-60 meters will also be
carried out over time second 90-day period.
(d) Deep drilling to depth of 200 meters will also be carried
out over the second 90-day period.
(e) Singkamas agrees to finance the Exploration Program for the
development and implementation of the Coal Mine Project. In
this regard, Singkamas agrees to spend a minimum of US$100,000
in year 1, US$100,000 in Year 2; and US$100,000 in Year 3.
Accounting record for these expenditures will be kept by
Singkamas.
6. JURISDICTION
6.1 (a) Any dispute or controversies which may arise out of this
Agreement shall be amicably settled by the Parties, but in
failure thereof, such disputes or controversies shall be
referred to the arbitration of the Rules of Badan Arbitrasi
Nasional Indonesia (BANI). The arbitration panel shall
consist of three (3) arbitrators, one (1) chosen by the
complainant, one (1) chosen by the respondent and a Chairman
chosen by the arbitrators named by the complainant and the
respondent.
(b) The Parties expressly agree that (1) the arbitration shall
decide the matter as expeditiously as possible, however, no
time limits shall be
99
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imposed, (ii) Section 631 of the R.V. (Reglement opde Rechtsvordering)
shall apply, and that accordingly the arbitrators shall only reach
their decision by applying strict rules of law to the facts and shall
not purport to resolve any dispute exaequo et xxxx, (iii) the
arbitration shall be conducted the English language, in Jakarta,
Indonesia, or such other place or places in Indonesia, as the parties
to the arbitration may agree, (vi) the Party in whose favor the
arbitral award is rendered shall be entitled to recover costs and
expenses of the arbitration including but not limited to the cost and
expense of administration of the arbitration proceedings, and (v) the
arbitral award shall be issued in Indonesia.
(c) The Parties expressly agree to waive section 641 of the R.V.
and any other applicable laws permitting appeal to courts of
law or any other body so that accordingly there shall be no
appeal to any court of law or any other body from the
decision (or any interim decision) of the arbitrators and
neither party shall dispute nor question such decision
before any judicial authority in the Republic of Indonesia
of elsewhere.
(d) Pending the submission to arbitration and thereafter until
the arbitration tribunal issues its decision, each Party
shall, expect in the event of expiration, termination or
failure by the other Party to obey or comply with a specific
order or decision of the arbitration tribunal, continue to
perform all of its obligations under this Agreement without
prejudice to a final adjustment in accordance with the said
award.
6.2 This Agreement as to its' interpretation and application shall be
governed by the Laws of Indonesia.
6.3 The Parties hereby expressly agree to waive the provision of Article
1266 of the Indonesian Civil Code with respect to the need for a court
pronouncement to terminate this Agreement.
7. TERM OF VALIDITY
7.1 This agreement shall be in effect as of January 7th, 1997, and shall be
valid until the purposes and objectives of the Project have been
fulfilled.
7.2 If for any reasons the transfer of the Property is not approved by the
Government Authorities within six (6) months after the date of this
Agreement, Singkamas shall have the option to terminate this Agreement
with no further liability hereunder.
100
[SEAL]
8. OTHER MATTERS
Other matters not stipulated in this Agreement shall be further discussed and
decided later on through mutual discussion between the Parties on the basis of
this Agreement.
In Witness Whereof, the Parties agree that this Agreement is legal and binding
and have caused their duly authorized representatives to execute this Agreement
on the year and the first above stated.
PT. ANDHIKA MUTIARA LESTARI SINGKAMAS AGUNG LTD.
By /s/ By /s/
Name : Adnan AS Name : Xxxxxxx Xxxx
Title : President Director Title : President Director
Number : 20.191/1997/Leg.
-Seen for the signing of the signatures of:
-Mr. ADNAN ALAMSYAH SULAIMAN, Indonesian---
Citizen, private person, residing in ------
Samarinda, Xxxxx Xxxx Xxxxx X0/Xx.0, Xx. 00,
Xx. 08, holder of Identity Card Number: ----
03.1002/2714/00931/1995, temporarily being-
in Jakarta;--------------------------------
-Xx. XXXXXX XXXX HUA BENG, Singapore Citizen,
private person, holder of Passport Number:
S 1852289-F, temporarily being in Jakarta,-
both are known to me, BUNTARIO TIGRIS------
DARMAWA,XX.XX.XX. by virtue of decision----
Letter from the Minister of Justice of the-
Republic of Indonesia dated on the thirteenth
day of April one thousand nine hundred and-
ninety five (13-4-1995) number : X-00.XX.
03.07-Th.1995, substitute of XXXXXXX XXXXXXX,
SH. Notary in Jakarta.----------------------
Jakarta, 7th January 1997
Substitute Notary in Jakarta
[SEAL]
/s/
(BUNTARIO TIGRIS DARMAWA, XX.XX.XX.)
101
LIST OF EXHIBITS
EXHIBIT I DESCRIPTION OF THE PROPERTY
EXHIBIT II GOVERNMENT FILINGS
EXHIBIT III SHAREHOLDER'S MINUTES
EXHIBIT IV RECEIPTS
102
EXHIBIT I
DESCRIPTION OF THE PROPERTY
103
[MAP]
104
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[SEAL]
Lampiran I : Keputusan Direktur Jenderal Pertambangan Umum
Nomor :
Tanggal :
LAMPIRAN DAFTAR KOORDINAT
Nama Perusahaan : PT. ANDHIKA MUTIARA LESTARI
Lokasi
Propinsi : KALIMANTAN TIMUR
Kabupaten : KUTAI
Kecamatan : SANGKULIRANG
Kode Wilayah : AP0585
Luas : 109.900 Ha
==============================================================
No. Xxxxx Bujur (BT) Xxxxx Lintang
Ti- -------------------------------------------------------
tik o ' " o ' " LU/LS
--------------------------------------------------------------
1 117 48 0.0 1 22 0.0 LU
2 117 56 0.0 1 22 0.0 LU
3 117 56 0.0 1 24 0.0 LU
4 118 14 0.0 1 24 0.0 LU
5 118 14 0.0 1 3 0.0 LU
6 118 3 0.0 1 5 0.0 LU
7 118 3 0.0 1 17 0.0 LU
8 117 48 0.0 1 17 0.0 LU
==============================================================
Direktur Jenderal Pertambangan Umum
Kuntoro Mangkusubroto
105
EXHIBIT II
GOVERNMENT FILINGS
106
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[LOGO] [SEAL]
10 Mei 1996
Nomor : 1976/29/M.DJP/1996
Sifat :
Lampiran:
Perihal : Persetujuan Prinsip Aplikasi Kontrak Karya
Batubara Atas Nama PT Andhika Mutiara
Lestari
Yang terhormat
Direksi PT Andhika Mutiara Lestari
Komplek Pinang Babaris Blok A No. 47-48
Samarinda, Kalimantan Timur
Menunjuk Surat permohonan Saudara tanggal 27 Maret 1996 xxx
memperhatikan surat Direktur Jenderal Pertambangan Umum nomor 938/29/DJP/1996
tanggal 19 April 1996 perihal permohonan persetujuan prinsip aplikasi Kontrak
Karya Batubara (KKB), dengan ini kami beritahukan bahwa pada prinsipnya kami
dapat menyetujui aplikasi PT Andhika Mutiara Lestari untuk mengusahakan bahan
galian batubara di Kecamatan Sangkuliran, Kabupaten Kutai, Propinsi Kalimantan
Timur seluas 109.900 ha, sesuai dengan pencadangan wilayah dari Unit Pelayana
Informasi xxx Pencadangan Wilayah Pertambangan (UPIPWP) Direktorat Jenderal
Pertambangan Umum tanggal 25 Maret 1996.
Selama pemrosesan permohonan KKB tersebut, Saudara dapt segera
mempelajari draf KKB xxx melakukan perundingan dengan Xxx Perunding Batubara.
Apabila dikehendaki Saudara dapat meneliti wilayah yang dimohon sebelum KKB
ditandatangani. Untuk itu Saudara dapat mengajukan permohonan Surat Izin
Penyelidikan Pendahuluan (SIPP) berdasarkan Keputusan Menteri Pertambangan xxx
Energi nomor 2202.K/201/X.XX/0000 tanggal 18 November 1994.
Kami tekankan lagi bahwa kerusakan lingkungan yang diakibatkan oleh
kegiatan penambang, adalah tanggung jawab penambang yang bersangkutan.
Atas perhatian Saudara, kami ucapkan terima kasih.
Menteri Pertambangan xxx Energi
[SEAL]
/s/
X.X. Xxxxxxx
Tembusan:
1. Bapak Menteri Negara Penggerak Xxxx Investasi/Ketua BKPM
2. Sekretaris Jenderal Departemen Pertambangan xxx Energi
3. Direktur Jenderal Pertambangan Umum
4. Gubernur Kepala Daerah Tingkat I Propinsi Kalimantan Timur
5. Direktur Utama PT Tambang Batubara Bukit Asam (Persero)
6. Direktur Batubara, Ditjen Pertambangan Umum
7. Direktur Teknik Pertambangan Umum, Ditjen Pertambangan Umum
8. Kepala Kanwil Dep. Pertambangan xxx Energi Prop. Kalimantan Timur
107
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[SEAL]
T A N D A T E R I M A
Nomor: 188/SDPH/1996
A. Permohonan (aplikasi) dari : PT. Andhika Mutiara Lestari
Tanggal : 27 Maret 1996
Alamat : Komp. Pinang Babaris Blok A
Nomor 47-48
Samarinda Kaltim
Telp. 0541-41974
Diterima hari/tanggal/Jam : Rabu /27 Maret 1996/15.00
Perihal : Permohonan Kontrak Karya
Batubara di daerah
Propinsi Kalimantan Timur
Kabupaten Kutai
Luas 109.900 Ha
Kode Wilayah : AP 0585
B. Lampiran - lampiran :
1. Peta wilayah (asli) dari Unit Pelayanan Informasi xxx
Pencadangan Wilayah Pertambangan (UPIPWP)..............: ada
2. Tanda Bukti penyetoran jaminan kesungguhan dari Bank
yang ditunjuk..........................................: ada
3. Tanda terima SPT tahun terakhir........................: ada
4. Laporan Keuangan 3 (tiga) tahun terakhir yang telah
diaudit oleh Akuntan Publik:
- Perusahaan Asing.....................................: ---
- Perusahaan Indonesia (Perusahaan Pendukung)..........: ada
5. Kesepakatan bersama (MOU) jika pemohon diajukan lebih
dari 2 pemohon.........................................: ---
6. Laporan tahunan perusahaan.............................: ada
Permohonan tersebut telah dilampiri persyaratan sesuai ketentuan yang berlaku
untuk diteruskan ke Direktur Xxxxxxxx.
Xxxxxxx, 00 Xxxxx 0000
Xxxxxx Bagian Perundang-Undangan
[SEAL]
/s/
Yusmid AP, SH.
NIP. 100002520
Tembusan:
- Unit Pelayanan Informasi Pencadangan Wilayah Pertambangan (UPIPWP)
108
[SEAL]
[ILLEGIBLE COPY]
109
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[SEAL]
Nomor :
Lampiran :
Hal : Penyetoran uang Jaminan Kesungguhan
Yang terhormat
PT. Andhika Mutiara Lestari
Komp. Pinang Babaris Blok A/47-
48 Samarinda Kaltim
Berdasarkan Edaran kami No.02/E/80/DJP/1996 tanggal 16 Januari
1996 yang merupakan penyempurnaan dari Edaran No.01/E/80/DJP/1996
tanggal 8 Januari 1996, maka dalam rangka memenuhi persyaratan
pengajuan permohonan Kontrak Karya Batubara*, kepada Saudara diminta
menyetorkan/transfer uang sebesar Rp 1.198.000.000 (Xxxx xxxxxx
seratus sembilan puluh delapan Juta Rupiah) atau AS
$...........................................) pada rekening Direktur
Jenderal Pertambangan Umum No.700.087.06025.2.01.5 (untuk rupiah) atau
Nomor 3081.411.0180.4 (untuk dollar Amerika Serikat) pada PT. Bank
Dagang Negara (Persero) Cabang Jakarta Wisma Baja Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx Xxx. 00 Xxxxxxx 00000 xxx didepositokan atas nama Direktur
Jenderal Pertambangan Umum qq perusahaan Saudara.
Bukti penyetoran/transfer tersebut dilampirkan pada Daftar Isian
Permohonan Kontrak Karya Batubara yang Saudara ajukan.
Apabila sampai dengan tanggal 29 Maret 1996, Saudara tidak melaksanakan
penyetoran/transfer dimaksud, maka wilayah yang telah dicadangkan dinyatakan
bebas xxx terbuka kembali untuk umum.
Demikian untuk Saudara laksanakan.
DIREKTUR JENDERAL PERTAMBANGAN UMUM
SEKRETARIS DIREKTORAT JENDERAL PERTAMBANGAN UMUM,
[SEAL]
/s/
NASRI YUNUS ANIS, SH
NIP. 100001656
Tembusan:
1. Kepala Bagian Perundang-undangan, SDJPU
2. Direksi PT. Bank Dagang Negara (Persero) Cabang Jakarta Wisma Baja.
110
EXHIBIT III
SHAREHOLDER'S MINUTES
111
[LOGO]
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MINUTES OF GENERAL MEETING OF FOUNDERS
OF
PT ANDHIKA MUTIARA LESTARI
On this day fifteenth December one thousand nine hundred ninety six
(15-12-1996), a General Meeting of Founders ("Meeting") of PT. ANDIKA MUTIARA
LESTARI ("the Company") was held at Xxxxx Xxxx, 00xx Xxxxx, Xx.Xxxxxxx Xxxxx
Xxxxxxxx Xxx.00-00, Xxxxxxx 00000.
The Company was established by Deed No. 47 dated 20 Oktober 1995 made
by Haji Hardjo Xxxxxxx,XX,Notary in Samarinda, such deed has not been approved
yet by the Minister of Justice of the Republic of Indonesia (here in after
reforted to as the "Articles of Association")
Present in this Meeting:
1. Adnan Alamsyah Sulaiman, as the holder of 700 shares of the Company;
2. Sulaiman, as the holder of 700 shares of the Company;
3. Sri Aslinda Sulaiman, as the holder of 700 shares of the Company;
4. Drs. Ardiansyah Sulaiman, as the holder of 700 shares of the Company;
5. Anwar Heriansyan Sulaiman, as the holder of 525 shares of the Company;
That in this Meeting there were represented 3500 shares, which represent all of
the subscribed and issued shares in the Company so that based on Article 20 of
Article of Association of the Company, this meeting is duly convened and has the
power to make valid decision with respect to all matters which are to be
discussed even though there was no written call of the Meeting.
The Chairman further explained to the Meeting that the agenda of the
Meeting is the transfer of the property and interest of the Company in Kontrak
Karya Batu Bara KW APB042 (KKB) and any government licenses with regard to such
KP to Singkamas Agung Ltd. or any other party appointed by Singkamas Agung Ltd.
In respect to the above mentioned Agenda, the Chairman after giving a
complete explanation, subsequently proposed to the Meeting and the Meeting after
due discussion, unanimously voted to approve and therefore decides to declare
the transfer of the property and interest in Kontrak Karya Batu Bara KW AP0585
and any government licenses with regard to such KKB to Singkamas Agung Ltd. or
any other party appointed by Singkamas Agung Ltd. was approved by founders of
the Company.
112
[LOGO]
[SEAL]
The meeting hereby authorizes the Board of Directors of the Company
with the right of substitution, to appear before a Notary to state the
resolutions resolved hereunder in notarial deed and to appear wherever
necessary, to give information, to make, to cause to be made and signed, all
necessary letters/documents, and further to perform all actions deemed proper
and useful for the completion of the above mentioned matters.
Since no other matters to be discussed in this Meeting is closed by the
Chairman at 16.00 West Indonesian Time.
Chairman Shareholders
/s/ /s/
----------------------- ------------------------
Adnan Alamsyah Xxxxxxxx Xxxxxxxx
Shareholders Shareholders
/s/ /s/
----------------------- ------------------------
Sri Aslinda Sulaiman Drs. Ardiansyah Sulaiman
Shareholders
/s/
-------------------------
Anwar Heriansyah Sulaiman
113
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[LOGO]
[SEAL]
Samarinda, 7 Januari 1997
Yang bertandatangan dibawah ini:
N a m a : ADNAN AS
Alamat : Jl. Rawa Indah B-3/No.9 Samarinda
Jabatan : Pendiri PT. ANDHIKA MUTIARA LESTARI
Dengan ini menyetakan bahwa, Bapak Xxxxxxxx Xxxxxxx telah meninggal
dunia. Pendiri PT. ANDHIKA MUTIARA LESTARI menyatakan sepenuhnya ahli waris dari
Bapak Abdullah Jueffrie telah setuju secara penuh dilaksanakan pengalihan
Kontark Karya Batu Bara, kode wilayah : AP0585 milik Pt. ANDHIKA MUTIARA LESTARI
kepada Singkamas Agung Ltd. atau pihak xxxx xxxx ditunjuk oleh Singkamas Ltd.
Pendiri PT. ANDHIKA MUTIARA LESTARI
/s/ /s/
----------------------- ------------------------
Adnan Alamsyah Xxxxxxxx Xxxxxxxx
/s/ /s/
----------------------- ------------------------
Sri Aslinda Sulaiman Drs. Ardiansyah Sulaiman
/s/
-------------------------
Anwar Heriansyah Sulaiman
114
EXHIBIT IV
RECEIPTS
115
[SEAL]
[ILLEGIBLE COPY]
116
[TRANSLATION NOT CURRENTLY AVAILABLE, BUT WILL BE PROVIDED BY AMENDMENT.]
[SEAL]
Nomor :
Lampiran :
Hal : Penyetoran uang Jaminan Kesungguhan
Yang terhormat
PT. Andhika Mutiara Lestari
Komp. Pinang Babaris Blok A/47-
48 Samarinda Kaltim
Berdasarkan Edaran kami No.02/E/80/DJP/1996 tanggal 16 Januari
1996 yang merupakan penyempurnaan dari Edaran No.01/E/80/DJP/1996
tanggal 8 Januari 1996, maka dalam rangka memenuhi persyaratan
pengajuan permohonan Kontrak Karya Batubara*, kepada Saudara diminta
menyetorkan/transfer uang sebesar Rp 1.198.000.000 (Xxxx xxxxxx
seratus sembilan puluh delapan Juta Rupiah) atau AS
$..........................
....................................................) pada rekening
Direktur Jenderal Pertambangan Umum No.700.087.06025.2.01.5 (untuk
rupiah) atau Nomor 3081.411.0180.4 (untuk dollar Amerika Serikat) pada
PT. Bank Dagang Negara (Persero) Cabang Jakarta Wisma Baja Xxxxx
Xxxxxxxx Xxxxx Xxxxxxx Xxx. 00 Xxxxxxx 00000 xxx didepositokan atas
nama Direktur Jenderal Pertambangan Umum qq perusahaan Saudara.
Bukti penyetoran/transfer tersebut dilampirkan pada Daftar Isian
Permohonan Kontrak Karya Batubara yang Saudara ajukan.
Apabila sampai dengan tanggal 29 Maret 1996, Saudara tidak melaksanakan
penyetoran/transfer dimaksud, maka wilayah yang telah dicadangkan dinyatakan
bebas xxx terbuka kembali untuk umum.
Demikian untuk Saudara laksanakan.
DIREKTUR JENDERAL PERTAMBANGAN UMUM
SEKRETARIS DIREKTORAT JENDERAL PERTAMBANGAN UMUM,
[SEAL]
/s/
NASRI YUNUS ANIS, SH
NIP. 100001656
Tembusan:
1. Kepala Bagian Perundang-undangan, SDJPU
2. Direksi PT. Bank Dagang Negara (Persero) Cabang Jakarta Wisma
Baja.
