EXHIBIT 4.28
DATED: AUGUST 7, 2002
MFC BANCORP LTD
and
NEWMONT AUSTRALIA LIMITED
ABN 80 009 295 765
and
NEWMONT LASOURCE S.A.S
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ROYALTY DEED
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[XXXXX & CO. LAWYERS LOGO]
THIS DEED is made on August 7, 2002
BETWEEN:
MFC BANCORP LTD a company organized under the laws of the Yukon Territory,
Canada of Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00-00, XXX-0000 Xxxxxx, Xxxxxxx ("MFCB")
NEWMONT AUSTRALIA LIMITED (ABN 80 009 295 765) of 000 Xxxx Xxxxxx Xxxxxxxx XX
0000 ("NEWMONT")
AND:
NEWMONT LASOURCE S.A.S incorporated in accordance with the laws of France 00
Xxxxxx xx Xx Xxxxxx Xxxxx, 00000, Xxxxx, Xxxxxx ("NLS'")
RECITALS:
In accordance with the terms and conditions of the Share Sale Agreement MFCB has
agreed to pay the Royalty and Interest to NLS on the terms of the Royalty
Agreement (as defined therein). This Deed sets out the terms and conditions in
respect thereto.
TERMS OF DEED:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Deed, unless the context otherwise requires:
AFFILIATE with respect to any person means any other person directly or
indirectly controlling, controlled by or under common control with that
person. The term "control" as used in the preceding sentence means,
with respect to a corporation, the right to exercise, directly or
indirectly, 50% or more of the voting rights attributable to the shares
of the controlled corporation and, with respect to any person other
than a corporation, the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of
such person;
BANFF means Banff Resources Ltd.;
CAPITALIZED MAINTENANCE EXPENSES means all capital costs and expenses
actually expended from Completion on or for operations, plant,
equipment and maintenance at or directly related to the Kasese Cobalt
Mine that are properly categorized as capital as determined by KCCL in
accordance with GAAP;
CASH COSTS means costs incurred in the mining, processing,
transportation, storage and sale of minerals produced and/or processed
at or from the Mining Operations comprised of:
(i) operating costs and expenses of the Mining Operations; and
(ii) interest and other fees and expenses on loans and other
financial facilities directly and solely related to financing
the Mining Operations other than on the loans and other
financial facilities comprising the Shareholder Loans and the
Senior Debt; and
(iii) marketing expenses directly related thereto; and
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(iv) administrative expenses directly related thereto; and
(v) taxes, dues, duties, excises, tariffs and other levies imposed
by the Government of Uganda in respect of the production,
transport or export of the minerals from the Mining Operations;
and
(vi) taxes, dues, duties, tariffs and other levies imposed in the
country of the port of discharge on the import of the minerals
to the extent only to which the same have been paid by KCCL; and
(vii) Capitalized Maintenance Expenses (to the extent that they are
not already counted in one of the other paragraphs of this
subclause); and
(viii) all transport, freight charges, insurance, port and handling
charges; and
(ix) weighing, sampling, assaying, inspection, surveying,
representation and selling agency costs and charges and storage
costs and commissions associated with the sale of cobalt or
other minerals and incurred after such cobalt or other minerals
have left the production facilities at the Mining Operations;
and
(x) Transition Fees means such fees pursuant to the terms of clause
10.1 of the Share Sale Agreement.
COMPLETION means completion of the transactions contemplated by the
Share Sale Agreement;
DEED means this Deed;
DISPOSE means in respect of an ownership interest in the Mining
Operations, to sell, assign, transfer, surrender or otherwise dispose
(other than through an Encumbrance) of any interest in the Mining
Operations with the result that the Percentage Interest of MFCB and its
Affiliates is or will be reduced;
ENCUMBRANCE includes any and all encumbrances including options,
mortgages, pledges, charges, debentures, liens, assignments,
hypothecations, security interests, title retentions, preferential
rights, court orders, trust arrangements and any other legal or
equitable interests or claims;
EFFECTIVE DATE means 1 July 2002;
FREE CASH FLOW has the meaning set out in clause 2.2(b);
FISCAL YEAR means the period commencing on the Effective Date and
ending on the next following 31 December and each period of 12
consecutive months thereafter;
GAAP means generally accepted accounting principles of the United
States of America consistently applied;
INTEREST means the interest payable in accordance with clause 3.1
hereof;
INTEREST THRESHOLD means in any Fiscal Year of KCCL, a positive gross
profit margin of KCCL (calculated according to GAAP) for such year
equal to or greater than 20%;
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KCCL means Kasese Cobalt Company Limited, a company incorporated under
the laws of Uganda;
KASESE COBALT MINE means the cobalt processing plant located at Kasese,
Uganda owned and operated by KCCL for processing tailings from the
former Kilembe mine;
KILEMBE TAILINGS PROJECT means the tailings project owned directly or
indirectly by Kilembe Mines Limited and in which Banff purports to have
an option to acquire a 65% interest;
MINING OPERATIONS means the Kasese Cobalt Mine and/or Kilembe Tailings
Project;
PARTY means a party to this Deed;
PERCENTAGE INTEREST means the total percentage ownership interest of
MFCB and its Affiliates in the Mining Operations (whether held directly
or indirectly or alone or jointly with any other person);
PRESCRIBED RATE means LIBOR plus 2 percentage points;
ROYALTY means the royalty to be paid to Newmont and NLS pursuant to the
terms and conditions set forth in this Deed;
ROYALTY PERIOD means each of:
(a) the period commencing upon the Effective Date and ending on 30
September, 2002; and
(b) every subsequent calendar quarter ending upon 31 December 31
March, 30 June and 30 September
ROYALTY STATEMENT means a statement prepared by MFCB in accordance with
GAAP, setting out in reasonable detail all information and data
necessary for the calculation of the Royalty payable in respect of a
particular Royalty Period.
SENIOR DEBT means any and all amounts, which as at Completion were due
and owing by KCCL to the Senior Lenders including, without limitation,
fees and expenses, which as at 30 June 2002 was comprised of those
amounts set out in Appendix A;
SENIOR LENDERS means International Finance Corporation, The Standard
Bank of South Africa Limited acting through its Standard Corporate and
Merchant Bank division, Societe De Promotion Et De Participation pour
la Cooperation Economique ("Proparco") SA and European Investment Bank
and Royal Bank of Scotland;
SHAREHOLDER LOANS means any and all amounts due, owing or accruing from
KCCL or their Affiliates to Newmont, NLS or their Affiliates as at
Completion, which such amounts totalled $114,409,287 as at 30 June
2002, and were comprised of those amounts set out in Appendix A hereto;
and
SHARE SALE AGREEMENT means the agreement inter alia for the sale of
55,210,984 shares in Banff entered into by NLS, MFCB and Newmont
executed at or about the time of this Deed,
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1.2 INTERPRETATION
In this Deed, unless the context otherwise requires:
(a) a reference to any document, agreement or deed is a reference to
that document, agreement or deed as varied, novated or replaced
from time to time;
(b) the singular includes the plural and vice versa;
(c) a reference to a gender includes all other genders;
(d) the use of the word "including" or any similar terms does not
limit what else might be included;
(e) a reference to a thing includes all or any part of it;
(f) where a word or phrase is defined, its other grammatical forms
have a corresponding meaning;
(g) a reference to a person or entity includes a natural person, a
partnership, corporation, trust, association, unincorporated
body, authority or other entity;
(h) a term which purports to bind or benefit two or more persons
binds or benefits them jointly and severally;
(i) a reference to a party includes that party's legal personal
representatives, successors and permitted assigns;
(j) headings are inserted in this Deed for convenience only and are
not intended to affect the interpretation of this Deed;
(k) a reference to a statute, ordinance, code or other law includes
regulations and other instruments issued under it and
consolidations, amendments, re-enactments or replacements of any
of them;
(l) a reference to a clause, schedule, appendix or annexure is,
except where otherwise indicated, a reference to a clause of, or
schedule, appendix or annexure to this Deed;
(m) a reference to time is to local time in Vancouver, Canada;
(n) capitalized terms not defined herein shall have the meaning
ascribed thereto in the Share Sale Agreement; and
(o) all monies payable by MFCB to Newmont and NLS under this
document shall be payable in US dollars.
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1.3 CAPACITY
(a) MFCB warrants and represents to Newmont and NLS that, as at the
date of this document, MFCB has obtained all consents and
approvals necessary to enter into this Deed.
(b) MFCB shall be responsible and liable for the actions and
omissions of each of its Affiliates in relation to this Deed.
MFCB enters into this Deed both in its own right and as agent of
and trustee for all of its Affiliates.
2. ROYALTY
2.1 GRANT OF ROYALTY
For the consideration set out in the Share Sale Agreement and subject
to clause 1.4, MFCB agrees, subject to the terms and conditions in this
Deed, to pay the Royalty to NLS provided that nothing herein shall
obligate or be deemed to obligate MFCB or any of its Affiliates
(including after Completion Banff and/or KCCL) to conduct or maintain
any level of operation at the Mining Operations.
2.2 CALCULATION OF ROYALTY
(a) The Royalty to be paid by MFCB shall be an amount equal to 10%
of the Free Cash Flow up to an aggregate maximum of
US$10,000.000 (the "Royalty Cap"), payable in accordance with
clause 2.3. For greater certainty, if for any Royalty Period,
there is no Free Cash Flow or the same is a negative amount, no
Royalty shall be paid or payable by MFCB hereunder for such
period.
(b) For the purposes of calculating the amount of the Royalty, "FREE
CASH FLOW" means the actual proceeds of sale from all cobalt and
other minerals produced from the Mining Operations received by
KCCL or Banff during each Royalty Period less the Cash Costs
incurred during that Royalty Period. For the purposes of this
definition, in the case of any disposal of cobalt or other
minerals by KCCL which is not at a sale on arms length
commercial terms, KCCL will be taken to have received at the
time at which that disposal took place proceeds of sale equal to
the proceeds of sale which it would be reasonable to expect that
KCCL would have received had that disposal been a sale at arms
length commercial terms.
3. PAYMENT OF INTEREST
3.1 CALCULATION OF INTEREST
In addition to the payment of the Royalty, MFCB agrees, subject to
clause 1.4, to pay to NLS, in any Fiscal Year during which the Interest
Threshold is met, Interest at the rate of 5% per annum (based upon a
365 day year) compounding semi-annually on so much of the amount of the
Royalty Cap outstanding from time to time during such Fiscal Year. For
greater clarity, if the Interest Threshold is not met, no Interest
shall accrue or be paid or payable in respect of such Fiscal Year
3.2 PAYMENT OF INTEREST
Interest shall be calculated and paid in clear funds and without
deduction of any kind within 30 days after the end of each Fiscal Year.
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4. PAYMENT OF ROYALTY
4.1 DUE DATE FOR PAYMENT
MFCB must pay the Royalty due to NLS for a particular Royalty Period
within 14 days after the end of that Royalty Period in clear funds and
without deduction of any kind.
4.2 ROYALTY STATEMENT
MFCB must submit a Royalty Statement to NLS at the same time as payment
of the Royalty for each Royalty Period and, in any event, within 14
days after the end of the relevant Royalty Period.
4.3 FAILURE TO PAY ROYALTY
If MFCB fails to pay a Royalty payment due to NLS by the date on which
such payment is due and payable then, without prejudice to any other
rights of NLS, MFCB shall pay to NLS (as the case may be) immediately
upon receipt of written demand:
(a) interest at the Prescribed Rate on the unpaid Royalty payment
calculated daily from such due date until such Royalty payment
has been made in full; and
(b) all reasonable out of pocket costs and expenses (including
reasonable legal costs and disbursements) attributable to MFCB's
failure to pay the Royalty by its due date for payment.
5. ACCOUNTS AND AUDIT
5.1 RECORDS
MFCB must use all reasonable commercial efforts to cause KCCL to keep
and maintain or ensure that there are kept and maintained accurate
books of account, records, reports, invoices, statements, and other
documents as are reasonably necessary to verify and substantiate the
amount of the Royalty payable for each Royalty Period and the payment
of Interest.
5.2 ACCESS TO RECORDS
MFCB shall exercise its rights as a direct or indirect shareholder of
KCCL and cause its nominees on the board of KCCL to vote to procure
that one of Newmont or NLS and its representatives (including its
auditors) have full access during regular business hours upon
reasonable prior notice (but no more than twice in any 12 month period)
to all of the books of account, records, reports, invoices, statements
and other documents kept and maintained in accordance with Clause 5.1.
5.3 AUDIT
NLS (but only once in any 12 month period) shall have the right at
their own expense upon 30 days written notice to MFCB to audit at its
own cost the calculation of the Royalty as referred to in each Royalty
Statement. If an audit is undertaken and reveals any underpayment of
the Royalty for any Royalty Period, then MFCB must pay the amount of
the Royalty outstanding and interest on the amount outstanding at the
Prescribed Rate upon written demand by NLS. If the amount of the
Royalty outstanding is at least $100,000 in aggregate over four
consecutive Royalty Periods then MFCB must also pay the
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reasonable out-of-pocket costs and expenses of NLS's audit. In
the event that the audit determines the Royalty was correctly
calculated, NLS shall pay to MFCB the reasonable out-of-pocket
costs and expenses incurred by MFCB and KCCL in respect thereto.
5.4 DISPUTES
If there is a dispute as to the amount of the Royalty due which cannot
be resolved by the Parties within 20 days after delivery of written
notice of such dispute, then each of the Parties shall prepare and
submit a written statement setting forth the specific matters in
dispute to the Vancouver, British Columbia office of PriceWaterhouse
Coopers (the "CA Firm") along with any information, supporting
documentation and other materials in respect of each Party's
determination of such calculation and the specific matters in dispute,
which firm shall render its opinion as to such matters in accordance
with the terms of this Deed. Based on that opinion, the CA Firm shall
then send to the Parties a written determination of the matters in
dispute and a written determination of the Royalty due (the "Royalty
Calculation") based upon such opinion, whereupon the Royalty
Calculation shall be final and binding upon the Parties. If the CA Firm
determines that the Royalty due for the relevant Royalty Period was
underpaid by MFCB, then MFCB shall pay any costs incurred by the CA
Firm and forthwith pay to NLS the amount of the underpayment. If the CA
Firm determines that the Royalty due for the relevant Royalty Period
was paid accurately or overpaid by MFCB, then Newmont or NLS shall pay
any costs incurred by the CA Firm. In the event of any overpayment, the
requisite adjustment between the Parties shall be made during the next
Royalty Period to the Royalty payable in respect thereof and, in the
event MFCB is unable to fully recover such overpayment during such
Royalty Period, during the next succeeding Royalty Periods until such
overpayment is fully recovered.
6. ASSIGNMENT BY MFCB
6.1 RESTRICTION ON DISPOSAL OF INTEREST IN MINING OPERATIONS
MFCB covenants and agrees that it will not Dispose and will procure
each of its Affiliates to not Dispose of any interest in the Mining
Operations except: (i) to an Affiliate of MFCB; or (ii) with the prior
written consent of Newmont and NLS, which consent Newmont and NLS agree
will not be unreasonably withheld or refused in the case of a Disposal
of an interest in a Mining Operations to another person ("ASSIGNEE"),
where the Assignee would be reasonably expected to be able to meet the
obligations of MFCB under this Deed in respect of the Mining
Operations.
6.2 ROYALTY DEED
A Disposal by MFCB or any Affiliate of any interest in a Mining
Operations will not be effective unless the Assignee or relevant
Affiliate respectively enters into a royalty deed with Newmont and NLS
in identical terms, mutatis mutandis, to this Deed in respect of the
interest in the Mining Operations concerned or the Mining Operations
which is Disposed of to the Assignee.
6.3 RELEASE
Upon the due execution by MFCB and the Assignee or relevant Affiliate,
and the delivery to Newmont and NLS of the duly executed royalty deed
referred to in clause 6.2, MFCB shall be released and discharged from
all obligations arising out of this Deed attributable to the interest
in the Mining Operations so Disposed of or attributable to the
Affiliate concerned and arising after the execution and delivery of
that royalty deed. Unless and until the release in this clause becomes
effective MFCB shall continue to be liable to pay the
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Royalty pursuant to the terms hereof as if the relevant Disposal had
not occurred and this Deed shall be read and construed accordingly.
6.4 RESTRICTION ON ASSIGNING OTHER INTERESTS IN THIS DEED
Except as provided in Clause 6, MFCB must not assign, transfer or
otherwise dispose of its rights or obligations under this Deed.
7. ASSIGNMENT BY NEWMONT OR NLS
Newmont or NLS may assign their rights and obligations under this Deed
by giving 14 days prior written notice to MFCB.
8. CONFIDENTIALITY
The Parties agree that the contents of this Deed and documents and
information disclosed pursuant to this Deed shall be kept confidential
and shall not be disclosed by the Parties otherwise than to each other
or with the consent of all Parties in an agreed format or:
(a) to its shareholders, staff (including contract staff),
professional advisers and financiers upon those persons
undertaking to keep confidential any information so disclosed;
(b) to comply with any applicable law or the requirement of any
regulatory body (including any relevant stock exchange or
NASDAQ);
(c) for inclusion in any document inviting capital to be invested in
that disclosing Party or a related body corporate;
(d) to the financial institutions to which the disclosing Party or
any of its Affiliates owe continuing disclosure obligations as
at the date of execution of this Deed;
(e) to a financial institution in connection with any loan sought to
be arranged by the disclosing Party or any of its Affiliates;
(f) to a prospective purchaser of or subscriber for shares in the
disclosing party or an Affiliate; and
(g) to a potential assignee of the disclosing Party or an Affiliate
of the disclosing Party,
provided that any disclosures pursuant to paragraphs (f) or (g) above
shall only be made subject to the person to whom the disclosure is made
covenanting and agreeing with the disclosing party in a form
enforceable by the disclosing Party and the other Parties that the
relevant information shall not be disclosed to any other person for any
purposes whatsoever.
9. NO INTEREST IN MINING OPERATIONS
This Deed does not confer upon Newmont or NLS, and Newmont and NLS will
not claim, any legal or equitable interest in any Mining Operations.
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10. WAIVER
10.1 EFFECTIVENESS
No waiver by any Party or any provision of this Deed is effective
unless it is in writing executed by that Party and any waiver is
effective only in the specific instance and for the specific purpose
for which it was given.
10.2 FAILURE OR DELAY
No failure or delay by any Party to exercise any right, power or remedy
under this Deed or to insist on strict compliance by the other Party
with any obligation under this Deed, and no custom or practice of the
Parties at variance with the terms of this Deed, constitutes a waiver
of any Party's right to demand exact compliance with this Deed.
11. NOTICE
The provisions of Appendix A apply to notices given under this
document.
12. FURTHER ASSURANCES
Each party must do, sign, execute and deliver and must procure that
each of its employees and agents does, signs, executes and delivers all
deeds, documents, instruments and acts reasonably required of it or
them by notice from another party effectively to carry out and give
full effect to this Deed and the rights and obligations of the parties
under it, both before and after Completion.
13. RELATIONSHIP
This Deed does not create any partnership, joint venture or agency
relationship between the Parties. The Parties shall be treated as
independent contractors.
14. COSTS
Each Party shall each bear its own costs and expenses in relation to
the preparation and execution of this Deed.
15. TERMINATION
This Deed shall automatically terminate, and the grant of the Royalty
and other obligations hereunder shall be cancelled upon the earlier of:
(i) the date which is seven calendar months after payment by MFCB of
Royalties in the aggregate amount of the Royalty Cap; (ii) the date of
the permanent closure of the Kasese Cobalt Mine and (iii) December 31,
2025. Upon termination of this Deed, MFCB shall have no further
obligations or liabilities under this Deed.
16. SEVERANCE
If any provision of this Deed is prohibited, invalid or unenforceable
in any jurisdiction, that provision will, as to that jurisdiction be
ineffective to the extent of the prohibition, invalidity or
unenforceability without invalidating the remaining provisions of this
Deed or affecting the validity or enforceability of that provision in
any other jurisdiction.
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17. AMENDMENT
This Deed may only be amended in writing signed by all the Parties and
may not be amended in any other manner.
18. COUNTERPARTS
This Deed may be executed in any number of counterparts. All
counterparts together will be taken to constitute one document and this
Deed will come into effect on the last exchange of either original or
facsimile counterparts.
19. ENTIRE AGREEMENT
While certain other agreements (including the Share Sale Agreement)
contain provisions that relate to this Deed, this Deed contains the
entire agreement of the Parties in relation to the Royalty. The terms
of this Deed shall prevail over the provisions of any other agreement
to the extent of any inconsistency in relation to the Royalty.
20. GOVERNING LAW
This Deed shall be governed exclusively by the laws of the Province of
British Columbia, and the federal laws of Canada applicable therein
without giving effect to any choice or conflict of law provision or
rule (whether of the Province of British Columbia or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the laws of the Province of British Columbia,
and the federal laws of Canada applicable therein, and the parties
irrevocably submit to the non-exclusive jurisdiction of the Supreme
Court of British Columbia, situate in Vancouver.
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EXECUTED as a deed.
EXECUTED for and on behalf )
OF MFC BANCORP LIMITED by: )
)
Signature /s/ Xxxxx X. Xxxxxx
------------------------------ ----------------------------
Print Name Xxxxx X. Xxxxxx
------------------------------ ----------------------------
Director/Secretary Vice-President
------------------------------ --------------------------
EXECUTED for and on behalf of )
NEWMONT AUSTRALIA LIMITED by: )
)
Signature
------------------------------ ----------------------------
Print Name
------------------------------ ----------------------------
Director/Secretary
------------------------------ --------------------------
OR
Signed by Xxxxxxx Xxxx as Attorney ) NEWMONT AUSTRALIA LIMITED by its
for NEWMONT AUSTRALIA LIMITED who ) Attorney
certifies that he has not had
notice of revocation of his /s/ Xxxxxxx X. Main
appointment as Attorney in the ---------------------------------------
presence of Power of Attorney
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Witness
Xxxxxx X. Xxxxxxx
---------------------------------
Full Name of Witness
EXECUTED for and on behalf of )
NEWMONT LASOURCE S.A.S. by: )
)
Signature
------------------------------ ----------------------------
Print Name
------------------------------ ----------------------------
Director/Secretary
------------------------------ --------------------------
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OR
Signed by Xxxxxxx Xxxx as Attorney ) NEWMONT LASOURCE S.A.S. by its
for NEWMONT LASOURCE S.A.S. who ) Attorney
certifies that he has not had
notice of revocation of his
appointment as Attorney in the /s/ Xxxxxxx X. Main
presence of -----------------------------------
Power of Attorney
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Witness
Xxxxxx X. Xxxxxxx
---------------------------------
Full Name of Witness
APPENDIX A
NOTICES
1. DELIVERY
A Notice must be in writing and delivered on a Business Day, sent by
prepaid mail (airmail if overseas) or by facsimile to the address or
facsimile number of the recipient party set out in paragraph 3 or to
such other address or facsimile number as that party may from time to
time notify the other parties for the purposes of this schedule.
2. RECEIPT
A Notice given in accordance with paragraph 1 will be treated as having
been received:
(a) if it is delivered before 5.00pm on a Business Day, at the time
of delivery otherwise at 9.00 am on the next following Business
Day;
(b) on the third Business Day (or seventh Business Day if sent
overseas) after posting; and
(c) if sent by facsimile, upon production of a correct and complete
transmission report by the machine from which the facsimile was
sent which indicates that the facsimile was sent in its entirety
to the facsimile number of the recipient notified for the
purposes of this paragraph (but if the communication is not
completed by 5.00pm on a Business Day, at 9.00 am on the next
following Business Day).
3. ADDRESSES FOR NOTICES
For the purposes of this schedule, the address and facsimile details of
each party are as follows:
NEWMONT
Attention: Company Secretary
Address: 000 Xxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx 0000
Facsimile: x000 0000 0000
NLS
Attention: Managing Director
Address: 00 Xxxxxx xx Xx Xxxxxx Xxxxx, 00000, Xxxxx, Xxxxxx
Facsimile: x000 00 00 00 00
MFCB
Attention: President:
Address: c/o 0000 Xxxxxxxxx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0
Facsimile: x000-000-0000
APPENDIX A
SENIOR DEBT AND SHAREHOLDER LOANS
SUMMARY OF KASESE SENIOR DEBT AND SHAREHOLDER LOANS
AS AT 30 JUNE 2002
BORROWED BY BORROWED FROM CURRENCY AMOUNT
----------- ------------- -------- ----------
SENIOR DEBT - GUARANTEED
------------------------
KCCL IFC US$ 8,000,000
KCCL Proparco US$ 8,400,000
KCCL EIB US$ 6,502,600
KCCL SCMB US$ 10,909,091
Interest & Finance Charges US$ 712,880
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Total US$ 34,524,571
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SENIOR DEBT - OTHER
-------------------
KCCL EIB Euros 480,000
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SHAREHOLDER LOANS
-----------------
KCCL Newmont LaSource US$ 102,978,620
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Total Shareholder Loans US$ 102,978,620
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SUMMARY OF BANFF SHAREHOLDER LOANS
AS AT 30 JUNE 2002
BORROWED BY BORROWED FROM CURRENCY AMOUNT
----------- ------------- -------- ----------
Banff Newmont LaSource US$ 11,430,667
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Total Shareholder Loans US$ 11,430,667
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