Exhibit 10.3.4 Option Agreement
Celebrated between:
RUY XXXXXXX DE MENDON A, Brazilian, divorced, businessman, holder of ID card no.
RG 0700160 SSP-DF, registered at CPF under no. 020.659.201-44, with address at
Xxx Xxxxx Xxxxxx Xxxxxxx 00x, no 680, Bairro Bella Vista, Itaituba - PA, CEP
68180-000, hereinafter referred to as 1st LICENSEE; XXXX XXXXX XXXXXXX,
Brazilian, single, businessman, holder of ID card no. RG 1547954 SSP/GO,
registered at CPF under no. 000.000.000-00, with address at Garimpo Cripuzirao,
in the municipality of Itaituba - PA, hereinafter referred to as 2nd LICENSEE;
XXXXX XXXXXXXXX XXXXX, Brazilian, married, businessman, holder of ID card no. RG
2869992/SSP/PA, registered at CPF under no. 000.000.000-00, with address in the
city of Belem, PA, hereinafter referred to as 3rd LICENSEE; XXXX XX XXXX
XXXXXXXXX, Brazilian, single, businesswoman, holder of ID card no.
401576/M.Aer., registered at CPF under no. 000.000.000-00, with address in the
city of Belem, PA, hereinafter referred to 4th LICENSEE; all hereby represented
by Ruy Xxxxxxx de Mendon a, already qualified above; and CIDINES DA XXXXX
XXXXXXX, Brazilian, single, holder of ID card no. 33943-2 SSP-PA, registered at
CPF under no. 000.000.000-00, with address at Xxx Xxxxx Xxxxxx Xxxxxxx, 00x, no.
680, Bairro Bella Vista, in Itaituba, PA, hereinafter referred to as 5th
LICENSEE; and when jointly, hereinafter referred to jointly as LICENSEES;
AURORA GOLD MINERACAO LTDA, a company registered at CNPJ under no.
07.763.340/0001-50, with office in Xx. xxx Xxxxxxxx, xx. 000, xxxxx 0, xx.
215-A, parte, CEP 22640-100, Barra da Tijuca, Rio de Janeiro, RJ, hereby
represented by its attorney, Xxxx Xxxxxxxx Xxxxxxxxxx xx Xxxxxxx, Brazilian,
single, lawyer, registered with the Brazilian Bar Association under no. 80412
and registered at CPF/MF under no. 000.000.000-00, hereinafter referred to as
AURORA;
WHEREAS:
A. The LICENSEES are title holders to certain mineral rights in areas
located in the location named Garimpo Ouro Mil, in the Municipality of Itaituba,
State of Para, made up of Applications for Mining Permission specified as
follows:
BLOCK 1 according to annex A1 of this present instrument which covers:
DNPM no. 851.670/92 - Request for Mining Permission of Xxxx Xxxxx Xxxxxxx;
DNPM no. 851.671/92 - Request for Mining Permission of Xxxx Xxxxx Xxxxxxx;
DNPM no. 851.672/92 - Request for Mining Permission of Xxxx Xxxxx Xxxxxxx;
DNPM no. 851.673/92 - Request for Mining Permission of Xxxx Xxxxx Xxxxxxx;
DNPM no. 851.674/92 - Request for Mining Permission of Xxxx Xxxxx Xxxxxxx;
BLOCK 2 according to annex A2 of this present instrument which covers:
DNPM no. 851.252/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.253/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
DNPM no. 851.254/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.255/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
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DNPM no. 851.256/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.257/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
DNPM no. 851.258/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.259/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
DNPM no. 851.260/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.261/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
DNPM no. 851.262/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.263/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
DNPM no. 851.264/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.265/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
DNPM no. 851.273/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.274/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
DNPM no. 851.275/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Xxxxx;
DNPM no. 851.276/95 - Request for Mining Permission of Xxxxx Xxxxxxxxx Penha;
BLOCK 3 according to annex A3 of this present instrument which covers:
DNPM no. 851.867/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.869/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.870/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.871/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.872/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.873/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.874/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.875/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.876/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.878/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.879/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.880/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.881/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.882/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.883/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.884/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.885/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.887/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.890/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.891/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.892/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.905/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.906/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.907/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.908/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.910/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.911/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.912/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.913/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.914/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
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DNPM no. 851.915/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.916/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.917/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.918/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.919/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.920/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
DNPM no. 851.921/95 - Request for Mining Permission of Xxxx Xxxx Xxxxxxxxx;
BLOCK 4 according to annex A4 of this present instrument which covers:
DNPM no. 850.011/06 - Application for Survey Authorization of Cidines da Xxxxx
Xxxxxxx;
B. The 1st LICENSEE possesses the ground areas of "Garimpo Ouro Mil" and has
been exploring in a rudimentary and continuous manner the areas of "Garimpo Ouro
Mil", but due to the scarcity of gold that can be mined and the apparent
potential of primary resources, looked for an interested company with technology
and resources to survey, explore and make economic use of the gold mineral
reserves which may eventually exist therein.
C. The LICENSEES signed and celebrated a Memorandum of Understanding on
00XXX0000, hereinafter referred to as "MOU", whereby the LICENSEES allowed
Supply Consult, a company with its Head Office in Germany at Karolinen Xxxxx 0x,
00000, Xxxxxxxx, hereinafter referred to as "Supply", the rights to survey and
acquire the mineral rights of "Garimpo Ouro Mil", against payments, calculated
and due under the terms and conditions indicated and declared therein;
D. AURORA received from Supply the information regarding the potential
primary gold in "Garimpo Ouro Mil" and believes possible the existence of
primary minerals and, therefore, became interested in acquiring the pertinent
mineral rights;
E. Supply identified that the mineral rights indicated in "C" above were not
located covering "Garimpo Ouro Mil", and identified that these were recovered
mineral rights referred to in "A" above,
F. Supply then indicated to AURORA to receive the mineral rights which have
been conferred upon Supply by the LICENSEES in the MOU, and the LICENSEES shall
then substitute the pertinent mineral rights and jointly resolved to transfer
them to AURORA, which the latter agrees to;
Therefore, AURORA and LICENSEES agree to execute a definitive agreement, whereby
the amounts, deadlines and other clauses and conditions shall be established,
and which shall hereon be in force, between the parties hereby present, and in
this regard, the parties, AURORA and LICENSEES, agree to the following:
I. ASSESSMENT OF GARIMPO OURO MIL
1. The LICENSEES, hereby and in the best form of the law, permit AURORA to
execute in "Garimpo Ouro Mil", for a period of 41 (forty-one) months as from the
date of this agreement, assessment work and geological survey which it deems
necessary to ascertain the existence of
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primary deposits, which may be economically explored and, consequently, its
interest in definitively acquiring or not the respective mineral rights and the
properties in question; (the "Assessment").
2. It shall be up to AURORA to determine the nature, scope and extension of the
survey works, and thus, all costs and expenses incurred therein are of its
exclusive responsibility.
3. For the purposes of assuring a good execution of the assessment, the
LICENSEES:
a) Grant to AURORA the right to occupy any of the surface areas of "Garimpo Ouro
Mil", which possession they declare to have, free of claims from third parties,
and AURORA is assured that in case it cannot exercise its rights due to eventual
problems with surface occupants, it is hereby authorized by the LICENSEES to
take legal action in this regard, and eventual expenses or compensations paid to
them shall be deducted from the payments stipulated herein;
b) Authorize AURORA to use the landing strip for airplanes and, if needed, to
alter its outline and access roads, facilities and other improvements therein
existing, and in this regard the parties shall sign a term of responsibility
and/or a "loan for use".
c) Shall prepare a survey of the persons involved in the mining works at
"Garimpo Ouro Mil" and shall present to AURORA a complete report within 90
(ninety) days from AURORA's request, but AURORA is assured that in case it
cannot exercise its rights due to eventual problems with miners, it is hereby
authorized by the LICENSEES to take legal action in this regard, and eventual
expenses or compensations paid to them shall be deducted from the payments
stipulated herein.
4. The LICENSEES agree to transfer the Request for Survey Authorization to
AURORA and the Requests for Mining Permission to XXXX XXXXX XXXXX FERRAZ,
Brazilian, married, businesswoman, registered at CPF under no. 600.396.207, ID
card no. RG 1816002 IFP/RJ, with address at Xxx Xxxxx xx Xxxxxx, xx 000, xxxx
00, Rio de Janeiro, RJ, CEP 22753-040, under the terms of annexes B 1, 2 and 3
and the latter, in the condition of depository, shall be the titleholder until
when these rights can be transferred to AURORA, according to clause 10, item b
below, with the mineral rights to be kept in order and good condition, until
they can be assigned to AURORA or eventually returned to the LICENSEES, all this
in the manner hereunder stipulated. In consideration of the authorization which
is hereby granted in order to proceed with the assessment of "Garimpo Ouro Mil",
and by way of price, AURORA shall pay the LICENSEES for the assignment of the
mineral rights according to letters A and B:
a) US$ 30,000.00 (thirty thousand dollars), upon signing this instrument;
b) US$ 70,000.00 (seventy thousand dollars), in 6 months after the signature of
this instrument, provided AURORA confirms the mineral rights have priority and
are in order and duly registered without any fault or pending issue which affect
them negatively;
c) US$ 120,000.00 (one hundred and twenty thousand dollars) in 18 months after
the signature of this instrument, and provided that the approval of the
assignments has been published at this time for the totality of the mineral
rights. In the absence of such facts, and within the referred period, the
above-mentioned payment is to be suspended and shall be paid within 5 (five)
days upon total compliance with such stipulations;
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d) US$ 180,000.00 (one hundred and eighty thousand dollars) in 30 months after
the signature of this instrument, and provided that the transformation of the
Requests for Mining Permission into survey licenses have been published for the
totality of this kind of mineral rights referred to herein. In the absence of
such facts, and within the referred period, the above-mentioned payment is to be
suspended and shall be paid within 5 (five) days upon total compliance with such
stipulations;
e) US$ 1,500,000.00 (one million five hundred thousand dollars) in 42 months
after the signature of this instrument, or in twelve months from the payment
stipulated in item d above, whichever occurs last.
4.1 In addition to the price herein established, AURORA shall pay to the
LICENSEE a monthly participation in the mining results which might be obtained
in any of the mining rights in the GARIMPO, in a value equivalent to 1.5% (one
and half percent) of the monthly net results of the primary gold production, as
defined below in item 4.1.2.
4.1.2 The participation in the mining results shall be paid by the 10th (tenth)
business day of the month subsequent to the production month, and the payment
shall be made through a bank deposit as stipulated by the LICENSEE.
4.1.3 For the purposes specified above, the net production result shall
correspond to the value of the gross revenue AURORA obtains from the sale of the
gold produced by AURORA and originating from the Garimpo, being deducted the
values corresponding to (i) transportation cost from the mine to the refinery;
(ii) refining cost; (iii) any and all direct taxes of any nature incurring upon
the sale of the gold; and (iv) "financial compensation" as provided for in Law
7790 of December 28, 1989.
4.1.4 AURORA is entitled to the right to redeem the payment obligation on the
participation in the mining results upon payment of the equivalent in local
currency to US$ 1,000,000.00 (one million US dollars).
4.1.4.1 The above right conferred to AURORA may be exercised at any time, by
means of a notice addressed to the LICENSEE.
4.1.4.2 If AURORA exercises the right referred to in the above item, the payment
referred to therein shall be made within 10 (ten) days, and the exchange rate
used shall be that referred to in clause 4.2 below.
4.2 Amounts due, Conversion and Calculation: On the original due date of each of
the portions, "4(a) to 4 (e)" , its amount shall be converted from US dollars to
Reals according to the rate obtained by AURORA, when changing the currency 30
(thirty) days prior to the payment, or, in its absence, to the average of the
current commercial buying and selling exchange rates obtained on the last
business day immediately prior to the date of the referred payment, as informed
in the newspaper "Gazeta Mercantil" or in its absence, in another major daily
newspaper.
4.2.1 The payment of the amounts shall be made:
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4.2.1.1 Personally, or via deposit in bank account in Itaituba, specified as
follows, or any other which the 1st LICENSEE may indicate to AURORA, with the
amounts referred to in "4(a) to 4(e)" to be deposited in the 5th LICENSEE's
account:
1 Cidines da Xxxxx Xxxxxxx; BANCO BRADESCO; no. 237, Branch 759-6; CC
20517-6;
4.2.1.2 The above bank account may only be changed by the 1st LICENSEE and up to
the 5th business day immediately prior to the date of payment.
4.3 The above payments include indemnities and rentals payable to the surface
occupants of the property in which AURORA conducts its survey; in case any
surface occupant other than the LICENSEES is found in those areas, the
LICENSEES, in view of the Block in question, shall obtain for AURORA access to
survey and the right to mining, without onus; otherwise, AURORA may take legal
action in this regard and deduct all and any expense which it may incur from the
above referred payments.
4.4 The 1st LICENSEE, 2nd LICENSEE, 3rd LICENSEE and 4th LICENSEE recognize and
declare that all any sum resulting from this present Agreement shall be owed
solely and exclusively to the 5th LICENSEE, in an irrevocable manner; and shall
give up the right to demand from AURORA any of the portions, and the 1st
LICENSEE is authorized to sign a discharge in its favour.
4.5 The 1st LICENSEE hereby declares and guarantees that the amounts it is owed
by AURORA by virtue of this instrument correspond to all and any payment which
it is entitled to by way of rent for the occupation of the area, indemnity for
possible damages caused, or participation in the results of the mining, based on
articles 11, paragraph 2, 27 and 59 of Decree law no. 227/67 (Mining Code).
I. TEMPORARY SUSPENSION
5. If for any reason being its control, including, but not limited to, the
invasion of "Garimpo Ouro Mil" by third parties and impossibility of access to
same due to resistance of its proprietors and/or occupants, AURORA is obstructed
from executing mineral research works therein, it shall have the right to
suspend work for the period of time which the obstruction lasts.
6. Should this occur, AURORA shall immediately: (i) notify the facts to
LICENSEES and (ii) adopt, if the nature of the circumstance so allow and with
the cooperation of the LICENSEES, including the provisions of item 3 above, all
measures within its reach to overcome such obstruction and resume work.
7. During the period of suspension of works, the deadlines for conclusion of the
Assessment and for payment of the installments of the price referred to in
clauses 4(c) to 4(e) shall be extended by a period equal to the suspension.
II. COMPATIBILITY BETWEEN SURVEY WORKS AND MINING WORKS
8. During the geological assessment stage of the "Garimpo Ouro Mil" referred to
in Chapter I above, the LICENSEES may develop mining works therein, provided
such mining work does not
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interfere with the survey activities by AURORA and there is no increase in the
production fronts (volume of gold recovered) previously developed and, further:
a) its object is exclusively extractable gold; gold panning, prospecting and
collecting.
b) it is limited to open sky works or to galleries with grinding work ramp;
c) it is limited to a depth not exceeding 50 (fifty) meters of the surface
quota;
d) does not employ more workers than those involved to date.
I. THE IMPROVEMENT OF THE MINERAL RIGHTS
9. The parties are aware that part of the mineral rights held by the LICENSEES
to pursue what is stipulated in this instrument, may be converted into survey
license, that is, they will be the object of requests for survey license, and
the requests for mining permission on the "Garimpo Ouro Mil" as listed in item A
above may be extinct or discontinued.
10. It is the undertaking of all parties that, jointly, they will work to obtain
as soon as possible:
a. The issue of environmental licences and the proper assignment of mining
permissions for conversion into survey licenses, issue of survey licenses, for
"Garimpo Ouro Mil" for the areas object of the requests still under examination
by DNPM;
b. The proper transformation of the requests for mining permission already
assigned and those to be assigned into authorization for mineral survey,
according to current legislation.
11. For the purposes contained in clause 10 above, the LICENSEES shall give
representation powers to AURORA and its lawyer, in the form of annex C1, 2 and
3, before DNPM and the environmental agency of the state of Para, which commits
not to object, and to facilitate regarding the transfer, conversion, assent,
regarding said mineral rights, and the survey work done by and for AURORA or by
and for whomever it indicates, without any onus.
12. The expenses incurred for the purposes of this Chapter IV, including, among
other things, obtaining environmental licences, payment of taxes and fess, shall
be for AURORA's account.
I. ANTECIPATED RESCISSION OF THE AGREEMENT
13. AURORA shall have the right, with a notice addressed to the LICENSEES, to
denounce this Agreement and consider it terminated in all or in part, if:
a) The survey licence and the Requests for Mining Permission (PLG's) are not
granted or if the conversion of said PLG's into survey authorization(s) are
denied by the DNPM;
b) The DNPM refuses to approve the assignment, in its favour, of the mineral
rights referred to in Chapter I above;
c) At its exclusive discretion, the results of the geological assessment, even
if partial, indicate the inexistence or insufficiency of gold reserves for
economical industrial use.
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13.1 Occurring either of the situations above, the agreement shall be
immediately deemed rescinded, and the parties shall be free from the
undertakings yet to be due, which both parties reciprocally hereby undertook,
and none of the party is entitled to any indemnity or compensation of any nature
by virtue of the resulting rescission.
13.2 Still in those situations, AURORA:
a) shall not claim reimbursement of any amounts previously paid to the
LICENSEES or spent in the course of its survey works;
b) shall be dispensed from effecting any payment still to be due,
c) Shall withdraw from the surface areas of "Garimpo Ouro Mil", returning the
mineral rights granted in the state they are back to the LICENSEES;
d) Shall, within 30 (thirty) days from the date of notice of rescission and
independently of any payment, supply to the LICENSEES the technical information
generated in the course of its survey works.
I. THE RETURN OF THE MINERAL RIGHTS
14. At any time during the assessment period, if the results of the assessment
are unfavourable, and the measures referred to in Chapter I above are
unsuccessful, AURORA may notify the LICENSEES for them to receive back the
rights to the mining permission referred to herein. In case the LICENSEES, after
60 days from the notification, have not done so, that is, have not provided the
required documentation in this regard, AURORA may dispose of those rights as it
deems fit, giving them up or assigning to third parties.
II. OTHER OBLIGATIONS
15. As provided for in this agreement, the LICENSEES are obliged to, besides
other obligations undertaken with AURORA:
a) Care for the proper handling of the Mining Permissions and comply adequately
and in due time with all the requirements which are requested by the competent
authorities regarding the assignment of Permissions, obtaining survey licenses
and/or mining resolutions;
b) Execute the mining works in strict obedience to the pertinent legal and
regulating norms, observing the limitations covered in Chapter III above;
c) Adopt all measures within its reach to guarantee that AURORA may execute its
mineral survey by avoiding or stopping the invasion of "Garimpo Ouro Mil" by
third parties;
d) Supply to AURORA, whenever requested, geological data and information
regarding "Garimpo Ouro Mil", which have been obtained in the course of the
mining works.
16. As provided for in this agreement, AURORA is obliged to, besides other
obligations undertaken with the LICENSEES:
a) Follow up with the DNPM all processes listed in item A, from the date when
the survey requests and/or assignments, and/or conversions of the mining
permissions into survey authorizations were submitted;
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b) Care for the proper handling of the requests referred to in item (a) above
and comply, if necessary, with the cooperation of the LICENSEES, all the
requirements which are requested by the competent authorities regarding the
assignment of the survey authorization(s);
c) Effect full payment (i) of all expenses necessary to obtain the environmental
licenses required for the assignment of the survey authorization(s) referred to
in clause 10 above, and (ii) all taxes and fees necessary for the assignment of
such survey authorization(s);
d) Executive mineral survey works in strict compliance with the pertinent legal
norms;
VIII. GENERAL CONDITIONS
17. IRREVOCABILITY - Except as provided for in clause 13 above, this agreement
is signed in an irrevocable manner, and the LICENSEES are obliged not to
alienate or promise to alienate, in any way or form, not to burden nor abandon
the mineral rights object of this agreement.
18. ASSIGNMENT AND TRANSFER - The LICENSEES hereby agree and have nothing to
oppose that the rights hereby conferred to AURORA in this agreement may in part
or in whole be transferred, assigned, alienated, sold to third parties at the
exclusive discretion of AURORA, which may also associate with others for the
compliance of this agreement, however, AURORA, in case of assignment,
alienation, sale and or total transfer of the rights hereby conferred, shall
include a clause in this regard, and notify the LICENSEES of its decision.
19. CONFIDENTIALITY - Except if required by law or by Stock Exchange regulation,
the parties shall maintain strict confidentiality of the terms and conditions of
this agreement and shall not disclose to third parties, in any form, oral or
written, information regarding the mining or survey works, or their results,
without the prior consent in writing of the other non-disclosing party. Each
party shall demand from its representatives, employees, consultants and service
providers identical confidentiality agreement.
20. COMMUNICATIONS/CITATIONS - All communications and notices transmitted under
the terms of this agreement are to be made in writing and delivered personally
or transmitted by cable to the addresses indicated below, or to any other place
that each of the party indicates, in the form indicated in this clause. For the
purpose of citation or even notification, it is expressly agreed hereby that the
LICENSEES may be cited and notified in reciprocal representation, considering
all as attorneys of the other, and as such the present clause is an irrevocable
instrument, without possibility of revocation until all the rights hereby
established are extinguished.
To the Licensees:
Address: Rua Xxxxx Xxxxxx Xxxxxx 18a., no. 000, Xxxxxx Xxxx Xxxxx, Xxxxxxxx, XX,
CEP 00000-000.
Contact: Xxx Xxxxxxx xx Xxxxxxxx
To Aurora:
Address: Av. das Americas, no. 700, bl. 8, lja. 215-A, Barra da Tijuca, Xxx xx
Xxxxxxx, XX, XXX 00000-000.
Contact: Xxxx Xxxxxxxx Xxxxxxx
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21. AMENDMENTS - Any amendment to this agreement shall be made in writing and
signed by the parties hereby represented.
22. ARBITRATION - The partners elect the Main Court of the city of Rio de
Janeiro, State of Rio de Janeiro, to resolve any doubts deriving from this
agreement which can not be resolved amicably.
IN WITNESS WHEREOF, the parties execute this instrument in 3 (three)
counterparts of identical tenor and form, in the presence of two witnesses who
also subscribe this instrument.
Belem, January 20, 2006
(Signed)
XXX XXXXXXX XX XXXXXXXX
(Signed)
XXXX XXXXX XXXXXXX
Pp Xxx Xxxxxxx xx Xxxxxxxx
(Signed)
XXXXX XXXXXXXXX PENHA
Pp Xxx Xxxxxxx xx Xxxxxxxx
(Signed)
XXXX XX XXXX XXXXXXXXX
Pp Ruy Xxxxxxx de Mendon a
(Signed)
Pp CIDINES DA XXXXX XXXXXXX
(Signed)
AURORA GOLD MINERACAO LTDA.
Witnesses: 1) (Signed) CPF 657.415.497-30
2) (Signed) CPF 000.000.000-00
Seal and stamp of Notary Public signed in Itaituba on 25JAN06 authenticating the
signature of Xxx Xxxxxxx xx Xxxxxxxx.
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