EXHIBIT 99.3
EARN-IN AGREEMENT
(OYU TOLGOI PROJECT, MONGOLIA)
THIS AGREEMENT (the "AGREEMENT") is made effective as of the 5th day of may 2000
(the "EFFECTIVE DATE"), between:
IVANHOE MINES LTD., a corporation incorporated under the laws of the
Yukon Territory, Canada ("IVANHOE")
and
BHP MINERALS INTERNATIONAL EXPLORATION INC. a company incorporated
under the laws of Delaware, USA ("BHP")
INTRODUCTION
A. BHP is the holder of the exploration license (the "LICENSE") for the
area described in the License (the "LICENSED AREA") associated with the
exploration project commonly referred to as the Oyu Tolgoi Project (the
"PROJECT"). A copy of the License and a description of the Licensed
Area are attached as Exhibit A.
B. Ivanhoe desires to evaluate the Project and determine whether to
acquire an ownership interest in the License and enter into a joint
venture agreement, as provided in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises,
covenants and agreements herein set forth, the parties covenant and agree with
each other as follows:
GENERAL PROVISIONS
PART I
INTERPRETATION
DEFINITIONS
1.1 As used in this Agreement, the following terms shall have the meanings
ascribed thereto;
"Additional Earn-In Obligations" has the meaning assigned to it in Section 3.4;
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"Back-in Right" has the meaning assigned to it in Section 4.1;
"BHP Royalty" has the meaning assigned to it in Section 3.6;
"Business Day" means a day on which the commercial banks are generally open for
business in Melbourne, Australia and Vancouver, Canada;
"Defaulting Party" has the meaning assigned to it in Section 7.1;
"Dollar" and "$" mean U.S, dollars;
"Earn-in Date" means the last day of the Earn-in Period;
"Earn-in Obligations" means, collectively, the Initial Earn-in Obligations and
the Additional Earn-in Obligations;
"Earn-in Period" means a period of three (3) years commencing from the Effective
Date;
"Existing Data" means maps, drill logs and other drilling data, core tests,
pulps, reports, surveys, assays, analyses, production reports, operations,
technical, accounting and financial records, and other material information
developed by BHP in respect of the Project prior to the date of this Agreement;
"Expenditures" means any costs incurred by Ivanhoe in connection with the
Licensed Area, whether direct or indirect, and for purposes of:
(i) prospecting, exploration, and evaluation of the Licensed Area;
(ii) payments of fees, duties, or other charges or deductions to
acquire or maintain any license, permit, or other documents
issued by governmental bodies or other persons granting the
right to use mineral resources and surface lands in the
Licensed Area, and
(iii) other expenses incurred in connection with exploration of the
Licensed Area, or License, including environmental and other
studies, charges incurred for site preparation, engineering,
surveying, permits, equipment rental, third-party contractor
services, construction of roads, costs of equipment and
supplies, labor costs, fees under consulting agreements, and
all direct salary and field expenses of exploration personnel,
and transportation costs.
"First Phase Exploration Program" has the meaning assigned to it in Section 3.1;
"Initial Earn-in Obligations" has the meaning assigned to it in Section 3.1;
"Joint Venture" has the meaning assigned to it in Section 5.1 ;
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"Joint Venture Agreement" has the meaning assigned to it in Section 5,2;
"License" means the exploration license in respect of the Licensed Area, as more
particularly described in Exhibit "A" together with any upgraded mineral tenure
in respect thereof (including, but not limited to, any mining licenses) granted
pursuant to the provisions of the applicable mining laws of Mongolia;
"Licensed Area" means, at any particular time, the geographical area which is
then subject to the License or other upgraded mineral tenure in respect thereof
granted pursuant to the provisions of the applicable mining laws of Mongolia;
the current area subject to the License is described by the co-ordinates set
forth in Exhibit "A";
"Net smelter return" means the amount received by Ivanhoe from a purchaser in
payment for first saleable product mined from the Licensed Area less costs of
transportation from the mine to the point where payment from the purchaser is
received and less sampling, weighing, treatment, processing, and refining
charges borne by Ivanhoe in connection with the sale of such product. In the
event the first saleable products are shipped to a treatment facility owned or
operated by Ivanhoe, the net smelter returns shall be no less favorable to BHP
than if such products had been shipped to a non-affiliated purchaser.
"Non-Defaulting Party" has the meaning assigned to it in Section 7.1;
"Offer" has the meaning assigned to it in Section 6.1;
"Offeror" has the meaning assigned to it in Section 6.1;
"Offeree" has the meaning assigned to it in Section 6.1;
"Operator" has the meaning assigned to it in Section 5.2(a);
"Outside Areas" has the meaning assigned to it in Section 3.1;
"Second Phase Exploration Program" has the meaning assigned to it in Section
3.5;
"Significant Mineralized Occurrence" means a potential resource or concentration
of copper mineralization in such quantity and quality that extraction of the
mineralization at a profit is reasonably and commercially feasible in the
opinion of both BHP and Ivanhoe, acting in a commercially reasonable manner;
"Standard Terms" has the meaning assigned to it in Section 5.2; and "Subject
Interest" has the meaning assigned to it in Section 6.1.
INTERPRETATION
1.2 FOR THE purposes of this Agreement, except as otherwise expressly
provided:
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(a) "this Agreement" means this Agreement, including the exhibits and
schedules hereto, and not any particular part, section or other portion
hereof, and includes any agreement, document or instrument entered
into, made or delivered pursuant to the terms hereof, as the same may,
from time to time, be supplemented or amended and in effect;
(b) all references in this Agreement to a designated "part", "section",
"subsection" or other subdivision or to a schedule are references to
the designated part, section, subsection or other subdivision of, or
schedule to, this Agreement;
(c) the words "hereof", "herein", "hereto" and "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any
particular part, section, subsection or other subdivision or schedule
unless the context or subject matter otherwise requires;
(d) the division of this Agreement into parts, sections and other portions
and the insertion of headings are for convenience of reference only and
are not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof;
(e) unless otherwise provided herein, all references to currency in this
Agreement are to lawful money of the United States of America and all
amounts to be calculated or paid pursuant to this Agreement are to be
calculated in lawful money of the United States of America;
(f) a reference to a statute in this Agreement includes all regulations
made thereunder, all amendments to the statute or regulations in force
from time to time, and any statute or regulation that supplements or
supersedes such statute or regulations;
(g) the singular of any term includes the plural, and vice versa, and the
use of any term is generally applicable to any gender and, where
applicable, a body corporate, firm or other entity, and the word "or"
is not exclusive and the word "including" is not limiting whether or
not non-limiting language (such as "without limitation" or "but not
limited to" or words of similar import) is used with reference thereto;
and
(h) all references to "approval", "authorization" or "consent" in this
Agreement means written approval, authorization or consent.
EXHIBITS
1.3 Attached to and forming part of this Agreement is the following
Exhibit:
Exhibit "A" - Copy of the License and description of the Licensed Area
Exhibit "B" - List of Vehicles and Field Equipment
PART 2
EARN-IN RIGHTS
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EARN-IN RIGHTS
2.1 BHP hereby grants to Ivanhoe the right to earn a one hundred (100%)
participating interest in the License by performing the Earn-in Obligations
within the Earn-in Period. Provided that Ivanhoe performs all of the Earn-in
Obligations within the Earn-in Period and is not in material breach of this
Agreement, Ivanhoe will be deemed to have earned a one hundred percent (100%)
participating interest in the License as of the Earn-in Date.
LICENSE REGISTRATION
2.2 BHP will use commercially reasonable efforts to cause the License to be
legally transferred and registered in the name of Ivanhoe as soon as practicable
after Ivanhoe has earned its participating interest in the License in accordance
with Section 2.1.
LICENSE RELINQUISHMENT
2.3 Provided that Ivanhoe is not in default under any terms of this
Agreement, until such time as BHP has complied with its obligation under Section
2.2 or this Agreement is terminated, whichever is earlier, BHP will not:
(a) voluntarily relinquish any portion of the Licensed Area without first
consulting with Ivanhoe; or
(b) voluntarily surrender the License without first allowing Ivanhoe to
exercise its right of first refusal under Section 6.1 hereof.
PART 3
EARN-IN OBLIGATIONS
INITIAL EARN-IN OBLIGATIONS
3.1 During the Earn-in Period, Ivanhoe will conduct an exploration program
in the Licensed Area involving reconnaissance, diamond drilling and reverse
circulation drilling (the "FIRST PHASE EXPLORATION PROGRAM") to examine the
chalcocite blanket and test copper-gold mineralization in the North, South, and
Central Oyu and other sections of the Licensed Area, Ivanhoe agrees to incur the
following minimum Expenditures in connection with its exploration, prospecting,
and evaluation of the Licensed Area within each 12 month work period described
below:
Work Period Minimum Expenditures
----------- --------------------
#1. Effective Date to First Anniversary
of Effective Date $ 500,000
#2. First Anniversary of Effective
Date to Second Anniversary of
Effective Date $1,000,000
#3. Second Anniversary of Effective
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Date to Third Anniversary of
Effective Date $ 1,500,000
-----------
TOTAL $ 3,000,000
At least one million five hundred thousand dollars ($1,500,000) of such
Expenditures will be allocated to funding exploration in areas outside the
Central Oyu chalcocite resource area but within the Licensed Area (the "Outside
Areas"), unless the parties agree, based on initial results obtained during this
Program, that the prospectivity of the Outside Areas does not justify allocating
that level of funds to the Outside Areas.
The obligations in this section 3.1 are collectively referred to as the "INITIAL
EARN-IN OBLIGATIONS".
EXPENDITURES DURING FIRST PHASE EXPLORATION PROGRAM
3.2 (a) Expenditures incurred by or on behalf of Ivanhoe prior to the
end of any designated work period in excess of the minimum required Expenditures
for that work period shall be credited against minimum Expenditure requirements
for the following period. Under no circumstances shall BHP be obligated to
reimburse Ivanhoe for any Expenditures incurred by Ivanhoe pursuant to this
Agreement.
(b) Upon Ivanhoe's failure to make such Expenditures required during any
designated work period, BHP may, by written notice to Ivanhoe, terminate this
Agreement effective upon the end of such designated work period, and Ivanhoe
shall retain no interest under this Agreement or to the License, but Ivanhoe
shall be obligated to pay BHP the unpaid balance of Expenditures for such work
period and shall remain liable for its obligations described in this Part 3
(Earn-in Obligations) (except sections 3.4 and 3.5) and Part 7 (Default and
Termination) and all other obligations and liabilities that expressly survive
the termination of the Agreement.
LICENSE
3.3 During the Earn-in Period, Ivanhoe will, at its sole cost, keep and
maintain title to the License in good standing (including, but not limited to,
paying in a timely manner all required license fees of any nature and promptly
providing copies of all such payments to BHP) and comply with all work programs
required to keep the License in good standing. Ivanhoe will manage all
exploration programs using sound business judgement and in accordance with
generally accepted international mining industry practice. Any necessary
expenditures incurred by Ivanhoe to comply with the laws in Mongolia for the
purpose of maintaining the License will be considered an Expenditure and
credited towards its Initial Earn-in Obligations.
ADDITIONAL EARN-IN OBLIGATIONS
3.4 After fulfilling the Initial Earn-in Obligations, Ivanhoe shall fulfil
each of the following additional obligations on the Earn-in Date (collectively,
the "ADDITIONAL EARN-
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IN OBLIGATIONS") before it will be vested with a one hundred percent (100%)
participating interest in the License, in accordance with section 2.1:
(a) pay to BHP the sum of five million dollars ($5,000,000) by wire
transfer; and
(b) deliver to BHP a letter of credit, bank guarantee, or performance bond
in a form and substance and from a bank or other financial or bonding
institution acceptable to BHP to secure the performance by Ivanhoe of
the minimum Expenditures of the Second Phase Exploration Program.
Ivanhoe shall have the option of fulfilling the payment obligation
under clause (a) of this section 3.4 by paying BHP one million dollars
($1,000,000) by wire transfer on the Earn-in Date and contemporaneously
providing BHP with a promissory note, in form and substance satisfactory to BHP,
in the amount of four million dollars ($4,000,000) payable in full 12 months
after the Earn-in Date, together with an irrevocable letter of credit or bank
guarantee in favor of BHP and in a form and substance and from a bank or other
financial institution acceptable to BHP.
The security provided under clause (b) of this section 3.4 shall be in
the amount of three million dollars ($3,000,000), which amount may, at the
request of Ivanhoe, be reduced each year during the Second Phase Exploration
Program by the amount of Expenditures incurred by Ivanhoe under such Program
during the preceding year.
SECOND PHASE EXPLORATION PROGRAM
3.5 (a) Upon completion of the Earn-in Obligations but subject to the
transfer of the License from BHP to Ivanhoe pursuant to Section 2.2, Ivanhoe
will incur additional Expenditures in the aggregate amount of three million
dollars ($3,000,000) to conduct further exploration in the Licensed Area (the
"Second Phase Exploration Program") over a period of four (4) years, of which
one million five hundred thousand dollars ($1,500,000) will be allocated to
funding exploration in the Outside Areas, unless the parties agree, based on
initial results obtained during this Program, that the prospectivity of the
Outside Areas does not justify allocating that level of funds to the Outside
Areas.
(b) If Ivanhoe fails to incur all of the Expenditures required under Section 3.5
(a) in a timely manner, the unexpended balance of such minimum Expenditure
requirement shall be paid to BHP from the security posted under clause (b) of
section 3.4 and BHP shall be entitled to conduct (or contract with a third party
to conduct) exploration in the Licensed Area to the extent of costs equal to
such unexpended balance.
BHP'S ROYALTY INTEREST
3.6 Upon Ivanhoe's deemed earn-in of a one hundred percent (100%)
participating interest pursuant to Section 2.1, BHP will be deemed to have
conveyed its entire beneficial interest in the License to Ivanhoe save and
except a non-participating two percent (2%) net smelter returns royalty (the
"BHP Royalty") and the Back-in Rights described in Part 4.
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STAFFING AND EQUIPMENT
3.7 Ivanhoe may, but will not be obliged to (a) offer to employ or contract
one or more of those individuals that are or remain under contract to BHP in
Mongolia and (b) purchase BHP's vehicles and field equipment associated with the
Project described in Exhibit B at fair market value.
DATA AND REPORTS
3.8 (a) BHP will furnish or make available to Ivanhoe copies of all
Existing Data in its possession or control, and copies of all licenses or
contracts relating to the Licensed Area.
(b) Ivanhoe will deliver to BHP, within 45 days after the end of each work
period referred to in section 3.1 and after each year of the Second Phase
Exploration Program, a report in reasonable detail of all operations, technical
data, and Expenditures of Ivanhoe in the Licensed Area. Ivanhoe will provide BHP
with a general written and oral review of all operations on or before the first
day of March, June, September, and December of each year during the term of this
Agreement. Ivanhoe will timely deliver to BHP copies of all Ivanhoe internal
geological reports in connection with the Project, including such information
that is non-factual or interpretive, together with all reports submitted by
Ivanhoe to the Government of Mongolia and any security regulators to which
Ivanhoe provides reports. Ivanhoe will also promptly notify BHP of significant
new discoveries promptly after such information becomes available.
(c) During the term of this Agreement, Ivanhoe grants to BHP full right and
access to geological reports, evaluations, information and other technical and
geological data, and other data and information obtained through all operations
within the Licensed Area and agrees to forward to BHP all technical data on a
timely basis; subject, however, to subsection 3.8(d).
(d) Any technical information, geological information, or studies, reports,
mining models, drill hole data, or other geological, or concerning any property
within the Licensed Area and the existence, location, quantity, or quality of
minerals located therein, provided or made available by one Party to the other
under this Agreement or prior to the Effective Date hereof, is made without
warranty and at the sole risk of the receiving Party, and no warranty, express
or implied, is made with respect to such information, all of which is provided
"AS IS". Each Party shall make its own determinations with respect to the
reliability of such information, and shall have no claim or action against the
other with respect to such information.
AUDIT
3.9 Ivanhoe and BHP shall each be entitled to an independent audit of the
matters covered by any statement of Expenditures, at the expense of the Party
requesting the audit, provided that the audit is conducted by an international
accounting firm of recognized standing. Such accounting firm shall have access,
during normal business hours and upon 3 days prior notice to the other Party, to
all books and records necessary
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or useful to perform its audit. The statement of Expenditures shall be presumed
true and correct after the expiration of 90 days after the date furnished,
unless within the 90 day period the Party requests an audit, specifying with
particularity the items to which exception is taken and the ground for each
exception. If the Party requesting the audit in good faith takes written
exception as provided herein, then the 90 day period shall be suspended until
the objection has been resolved.
INSURANCE
3.10 During the Earn-in Period, Ivanhoe will provide investigation, defense,
and indemnification for BHP against any and all claims and liability of any
nature including for damage, loss, or expense arising from damage to property or
injury or death of any person arising in any way out of, in connection with, or
resulting from the activities, errors or omissions of Ivanhoe, its directors,
officers, employees, contractors, agents, representatives and invitees in
connection with this Agreement. Ivanhoe will obtain and keep in force
comprehensive general liability insurance, including contractual liability and
coverage for the indemnity in this Agreement, with a limit of liability of not
less than $5,000,000 combined, single limit, written on an occurrence basis,
automobile liability insurance of not less than $5,000,000 per accident, and
workers compensation insurance including voluntary workers compensation
insurance and employer's liability coverages. Each insurance policy shall be
endorsed so as to name BHP as an "additional insured". Within ten (10) days
after the Effective Date, Ivanhoe will deliver a certificate of such insurance
evidencing the naming BHP as an additional insured. The certificate shall
provide for a thirty (30) day prior notice to BHP of the non-renewal,
cancellation or modification of such insurance.
SAFETY
3.11 Ivanhoe and its authorized representatives will carry out all
operations in the Licensed Area with the highest regard for the safety of all
persons and property and in accordance with generally accepted international
mining industry safely policies and procedures and the requirements of the laws
of Mongolia, including, without limitation, the Labour Law, the Minerals Law,
and laws with respect to protection of the environment, and Ivanhoe will
indemnify and hold harmless BHP, its directors, officers, employees, agents, and
attorneys from and against all losses, liabilities, claims, demands, damages,
expenses, suits, injury or death arising out of such operations. Failure to do
so will be considered a material breach of this Agreement for which BHP may
terminate this Agreement during the Earn-in Period without penalty to BHP, and
Ivanhoe will have no further rights or interests in the Licensed Area or the
License, and Ivanhoe will remain liable for all liabilities which it has
incurred or which have accrued prior to termination of this Agreement.
ENVIRONMENTAL
3.12 Ivanhoe and its authorized representatives will carry out all
operations in the Licensed area with the highest regard for the protection of
the environment and in accordance with generally accepted international mining
industry environmental policies and procedures and the requirements of the laws
of Mongolia, and Ivanhoe will
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indemnify and hold harmless BHP, its directors, officers, employees, agents, and
attorneys from and against all losses, liabilities, claims, demands, damages,
expenses, suits, injury or death arising out of such operations. Failure to do
so will be considered a material breach of this Agreement for which BHP may
terminate this Agreement during the Earn-in Period without penalty to BHP, and
Ivanhoe will have no further right or interest in the Licensed Area or the
License, and Ivanhoe will remain liable for all liabilities which it has
incurred or which have accrued prior to termination of this Agreement.
INDEMNIFICATION
3.13 Ivanhoe will indemnify and save BHP, its directors, officers,
employees, agents, and attorneys harmless from and against all losses,
liabilities, claims, demands, damages, expenses, suits, injury or death arising
out of its performance under this Agreement. This indemnification will survive
termination of this Agreement.
NO THIRD PARTY BENEFICIARY RIGHTS
3.14 This Agreement is for the benefit of the Parties and their respective
successors and assigns only, and is not intended to create third party
beneficiary rights in any other Party or in any Government, governmental
organization or agency.
RECLAMATION
3.15 Ivanhoe will be solely responsible for any reclamation which may be
required by the Government of Mongolia for work done by Ivanhoe under this
Agreement. Prior to commencing any exploration work in the Licensed Area,
Ivanhoe will provide to BHP a bond or other form of security in a form and
substance and from an institution acceptable to BHP to cover the first $2
million of any costs for such reclamation.
PART 4
BHP BACK-IN RIGHTS
BACK-IN RIGHTS
4.1 If, at any time prior to the completion of the Second Phase Exploration
Program by Ivanhoe pursuant to section 3.5(a) or by BHP pursuant to section
3.5(b), Ivanhoe or BHP in good faith believes that, based on exploration results
obtained, one or more Significant Mineralized Occurrences have been identified
in the Licensed Area, that party will promptly notify the other in writing. BHP
will have the right (the "Back-in Right"), exercisable within 60 days after such
notice, to re-purchase a participating interest in that portion of the Licensed
Area hosting any Significant Mineralized Occurrence and any extensions of such
Significant Mineralized Occurrence based on the nature and scope of the
Significant Mineralized Occurrence as follows:
(a) if, the Significant Mineralized Occurrence contains a potential
resource of copper mineralization of at least 250 million tonnes
grading 1.0% copper or more, which can be processed using the solvent
extraction-electrowinning leaching recovery
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method, BHP will have a right to re-purchase a participating interest
therein equal to forty percent (40%);
b) if the Significant Mineralized Occurrence contains a potential resource
of copper mineralization of at least 300 million tonnes grading 1.0%
copper or more, which can be processed using conventional extraction
methods with or without also using the SX-EW leaching recovery method,
BHP will have a right to re-purchase a participating interest therein
which will result in BHP having a participating interest in all such
Significant Mineralized Occurrences equal to sixty percent (60%).
BACK-IN PURCHASE PRICE
4.2 If BHP exercises its Back-in Right:
(a) pursuant to section 4.1 (a), BHP will, upon execution by both parties
of a Joint Venture Agreement, pay to Ivanhoe a cash sum equal to three
times the total amount of Expenditures incurred by Ivanhoe in respect
of the Licensed Area to such date under both Exploration Programs, and
if the Back-in Right is exercised with respect to a Significant
Mineralized Occurrence which lies within the Central Oyu Mineralized
portion of the Licensed Area identified by BHP prior to the effective
date, BHP will also repay all amounts paid by Ivanhoe to fulfil the
Earn in Obligations under clause (a) of Section 3.4;
(b) pursuant to section 4.1 (b) BHP will, upon execution by both parties of
a Joint Venture Agreement, pay to Ivanhoe a cash sum equal to three
times the total amount of Expenditures in respect of the Licensed Area
under both Exploration Programs to such date, and if the Back-in Right
is exercised with respect to a Significant Mineralized Occurrence which
lies within the Central Oyu Mineralized portion of the Licensed Area
identified by BHP prior to the effective date, BHP will also repay all
amounts paid by Ivanhoe to fulfil the Earn-in Obligations under clause
(a) of Section 3.4. For purposes of clarification, even if there exists
more than one Significant Mineralized Occurrence, BHP will only have to
pay such amount one time in order to acquire the participating interest
in all such Significant Mineralized Occurrences.
(c) the following rights or obligations will be terminated:
(i) any further Earn-in Obligations of Ivanhoe; and
(ii) BHP's right to the BHP Royalty;
And Ivanhoe and BHP will be deemed to have formed the Joint Venture
pursuant to Section 5.1.
PART 5
JOINT VENTURE
FORMATION OF JOINT VENTURE
5.1 If BHP exercises its Back-in Right pursuant to Section 4.1 and
re-purchases a participating interest in a Significant Mineralized Occurrence,
Ivanhoe and BHP will be
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deemed to have formed a joint venture (which may, to comply with Mongolian law,
need to be a Mongolian legal entity jointly owned by the Parties) to explore
and, if warranted, develop and operate one or more mines in, respectively, the
Licensed Area or on that portion of the Licensed Area hosting the Significant
Mineralized Occurrence and any extensions (the "Joint Venture"), For purposes of
clarification, if there is more than one Significant Mineralized Occurrence,
then the parties contemplate a separate Joint Venture for each such Significant
Mineralized Occurrence.
JOINT VENTURE AGREEMENT
5.2 Ivanhoe and BHP will, upon the Formation of the Joint Venture pursuant
to Section 5.1, execute in agreement (the "JOINT VENTURE AGREEMENT") having such
terms as are customary in the mining industry ("Standard Terms") for joint
ventures of similar nature and size and which will, in any event, include the
following terms:
(a) the party with the larger participating interest will be the operator
of the Joint Venture (the "Operator") provided that if the
participating interests of the parties are equal, BHP will be the
Operator;
(b) subject to applicable law, all licenses necessary to operate the Joint
Venture will be registered from time to time in the name of the Joint
Venture
(c) each party to the Joint Venture will contribute, from time to time, its
pro rata. share of any expenditures required to operate the Joint
Venture;
(d) any party that fails to contribute its pro rata share of required
expenditures of the Joint Venture will have its participating interest
in the Joint Venture diluted in accordance with a specified dilution
formula;
(e) the net proceeds from any commercial production from the Joint Venture
will be:
(i) firstly, used to repay any project financing incurred by both
parties to develop the Significant Mineralized Occurrence and
establish commercial production; and
(ii) secondly, distributed to the parties to the Joint Venture pro
rata to their respective participating interests therein; and
(f) if, at any time during the Joint Venture, either party receives an
offer to purchase, in whole or in part, directly or indirectly, its
participating interest in the Joint Venture, which the recipient
intends to accept, or if either party intends to sell, in whole or in
part, directly or indirectly, its participating interest in the Joint
Venture, such party shall give the other party a right of first refusal
in respect of the sale of such interest.
(g) if the parties agree to jointly develop a mine in the Licensed Area,
BHP will allow Ivanhoe a reasonable time to obtain project financing
for Ivanhoe's share of the costs of such development.
(h) If, because of Mongolian law, the Parties are required to form a
Mongolian legal entity to pursue exploitation of an Significant
Mineralized Occurrence, they will incorporate, to the extent possible,
the above-mentioned terms into an agreement at the time of formation of
such an entity
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Unless the parties otherwise agree, and subject to the foregoing, the
Standard Terms will be those set out in Form 5A Model Form Exploration,
Development and Mine Operating Agreement, 1996 published by the Rocky Mountain
Mineral Law Foundation.
PART 6
RIGHTS OF FIRST REFUSAL
RIGHTS OF FIRST REFUSAL
6.1 (a) If, before the end of the Earn-in Period, either BHP or Ivanhoe
receives an offer to purchase , in whole or in part, directly or
indirectly, its interest in the License (the "SUBJECT INTEREST") from a
third party who is not an affiliate, which offer the recipient intends
to accept or if either BHP or Ivanhoe intends to and can sell, in whole
or in part, directly or indirectly, a Subject Interest to a third party
who is not an affiliate, such party ("OFFERER") shall first offer the
Subjet Interest (the "OFFER") to the other party ("OFFEREE") on terms
no less favourable than those in any offer received or intended to be
made.
(b) If, following the end of the Earn-in Period, BHP receives an offer
to purchase, or if it intends to sell, the BHP Royalty, in whole or in
part, to a third party who is not an affiliate, BHP shall first offer
such interest to Ivanhoe on the same terms and conditions as the offer
or the proposed sale, provided however, that in the case of an offer
from a third party, Ivanhoe's costs to exercise this right of first
refusal shall be ten per cent (10%) higher than the offered price
including the cash equivalent of any non-cash consideration.
OFFER
6.2 Any Offer Pursuant to Section 6.1 shall:
(a) set out fully and clearly all of the terms and conditions of any
transaction;
(b) if it is made as the result of an offer from a third party, include a
true copy of the offer received and the identity of the offering party;
and
(c) contemplate cash consideration and if the Offer is based on an offer
from a third party which includes non-cash consideration, in whole or
in part the Offer shall be made on the basis of the cash equivalent of
such non-cash consideration, determined on the basis of a bona fide
arm's length valuation by a qualified valuator, and a copy of such
valuation shall accompany the Offer. If the Offeree, acting reasonably,
disputes such valuation, the valuation shall be reviewed by an
independent third party acceptable to both BHP and Ivanhoe, and such
third party's determination (which shall be delivered within ten (10)
Business Days of submission to the valuator for review) shall be final
and binding upon both parties.
TIME FOR ACCEPTANCE
6.3 Any Offer made as contemplated in Section 6.2 shall be open for
acceptance by the Offeree for a period of 60 days from the date of receipt of
the Offer by the Offeree. If
13
a valuation is being disputed pursuant to Section 6.2(c), the period set forth
herein shall not commence until the third party's determination has been made.
ACCEPTANCE
6.4 If the Offeree accepts the Offer within the time provided in Section.
6.3 by notice in writing to the Offeror in the manner set forth in Section 10.1,
then such acceptance shall constitute a binding agreement between the Offeror
and the Offeree on terms and conditions as described in Section 6.1, and such
transaction shall be completed within 45 days of the date of such acceptance
with each party acting in good faith in finalizing the documentation related
thereto.
NON-ACCEPTANCE
6.5 If the Offeree docs not accept the Offer within the sixty (60) day
period provided in Section 6.3, the Offeror may complete or proceed with the
transaction regarding the Subject Interest on terms and conditions as described
in Section 6.1 and, where applicable, only to the party making the original
offer to the Offeror as contemplated in Section 6.1 hereof, and in any event
such transaction shall be completed within ninety (90) days from the expiration
of the rights of the Offeree in accept such offer, failing which the Offeror
must again comply with the provisions of this Section 6.
PART 7
DEFAULT AND TERMINATION
DEFAULT
7.1. If any party (a "DEFAULTING PARTY") is in default of any requirement
herein set forth, the other party may give written notice to the Defaulting
Party specifying the default. The Defaulting Party shall not lose any rights
under this Agreement unless, within thirty (30) days after the giving of notice
of default by the non-defaulting party (the "NON-DEFAULTING PARTY"), the
Defaulting Party has failed to cure the default by the appropriate performance.
Upon such failure, the Non-Defaulting Party shall be entitled to seek any remedy
it may have on account of such default or as may otherwise be provided in this
Agreement. If BHP terminates this Agreement under the provisions of Section 3.2
(b) or 3.5 (b), Ivanhoe will be released and discharged from all of its
liabilities and obligations hereunder except those liabilities and obligations
existing on the date of termination of the Agreement and except those
liabilities and obligations stated herein to survive termination, including,
without limitation, its obligation to complete all reclamation required by law
or Governmental authorities in connection with its activities in the Licensed
Area or otherwise pursuant to this Agreement.
TERMINATION
7.2. If Ivanhoe elects to terminate this Agreement prior to completing the
Earn-in Obligations, Ivanhoe will forfeit any right to earn an interest in the
License. In the event that Ivanhoe or BHP elects to terminate this Agreement
during the Earn-in Period, Ivanhoe will ensure that the License fees have been
paid until the next anniversary date of
14
the License and will remain liable for reclamation of all exploration work
undertaken by it or under its direction in the Licensed Area or otherwise
pursuant to this Agreement.
PART 8
REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES
8.1 Each party warrants and represents to the other that:
(a) it is a corporation duly organized and in good standing in its
jurisdiction of incorporation and is qualified to do business and is in
good standing in those jurisdictions where necessary in order let carry
out the purposes of this Agreement;
(b) it has the capacity to enter into and perform this Agreement and all
transactions contemplated herein and that all actions required to
authorize it to enter into and perform this Agreement have been
properly taken;
(c) it will not breach any other agreement or arrangement by entering into
or performing this Agreement; and
(d) this Agreement has been duly executed and delivered by it and is valid
and binding upon it in accordance with its terms.
REPRESENTATIONS OF BHP
8.2 BHP hereby represents and warrants to Ivanhoe that as of the Effective
Date:
(a) with respect to the Licensed Area, (i) BHP is in exclusive possession
of the exploration rights for copper thereof; (ii) BHP has not received
any notice of default of any of the terms or provisions of the License;
(iii) BHP has the authority under the License to perform fully its
obligations under this Agreement; (iv) to BHP's knowledge, the License
is valid and is in good standing; and (v) BHP has no knowledge of any
act or omission or any condition on the Licensed Area which could be
considered or construed as a default under the License;
(b) BHP has delivered to or made available for inspection by Ivanhoe all
Existing Data in its possession or control, and true and correct copies
of all licenses or other contracts relating to the Licensed Area;
(c) to BHP's knowledge, there are no ongoing, pending or threatened
actions, suits, claims or proceedings, affecting, or which could
reasonably be expected to affect, directly or indirectly, the License
or the Licensed Area.
PART 9
CONFIDENTIALITY
CONFIDENTIALITY
9.1 All communications between the parties, and all information and other
materials supplied to or received by any of them from the others which is either
marked
15
"confidential" or is by its nature intended to be for the knowledge of the
recipient alone, and all information concerning the business transactions and
the financial arrangements of the parties with any person with whom any of them
is in a confidential relationship with regard to the matter in question coming
to the knowledge of the recipient shall be kept confidential by the recipient
unless or until the recipient party can reasonably demonstrate that any such
communication, information and material (i) is, or part of it is, in the public
domain through no fault of its own, whereupon to the extent that is in the
public domain or (ii) is required to be disclosed by law regulation or stock
exchange rules or in pursuance of employment duties, in any of which
circumstances this obligation shall cease in relation thereto. The parties shall
take all reasonable steps to minimize the risk of disclosure of confidential
information, by ensuring that only they themselves and such of their employees,
directors and advisers whose functions will require them to possess any of such
information or any potential purchaser of an interest of a party shall have
access thereto, and that the latter will be instructed to treat the same as
confidential. The obligations contained in this Section 9.1 shall endure, even
after the termination of this Agreement, without limit in point of time except
and until such confidential information enters the public domain as set out
above.
PART 10
DISPUTE RESOLUTION
EXPENDITURES IN THE OUTSIDE AREAS
10.1 If there is a difference of opinion between BHP and Ivanhoe as to the
prospectivity of the Other Areas after analysis of prior results as provided in
section 3.1 or 3.5, the parties agree to submit those results to a mutually
acceptable, qualified, independent exploration geologist to make the
determination of such prospectivity and to be bound by the determination of
that independent expert.
SIGNIFICANT MINERALIZED OCCURRENCE
10.2 If there is a difference of opinion between BHP and Ivanhoe as to the
size and/or grade of a Significant Mineralized Occurrence for purposes of
section 4.1, the parties agree to submit all relevant exploration results to a
mutually acceptable, qualified, independent mining engineer to make the
determination of such grade and/or size and to be bound by the determination of
that independent expert. In such case, BHP's Back-in Right shall be exercisable
within 60 days of the experts determination.
PART II
GENERAL
16
NOTICES
11.1 All notices, requests and other communications required or permitted to
be given under the terms of this agreement shall be in writing and shall be
sufficiently given to the party to whom it is addressed if delivered or
forwarded by telecopier addressed as follows:
TO Ivanhoe:
9th Floor, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx. Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Fax No: (000)000-0000
Attention: President
To BHP:
BHP Minerals 0000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attn.: Legal Department
Fax No.: (000)000-0000
Any notice, request, demand or other communication aforesaid shall, if
delivered or seat by telecopier, be deemed to have been given and received on
the day on which it was so received, and if not a Business Day, then on the
Business Day next following the day of delivery. Any party may change its
address for notice in the manner aforesaid.
GOVERNING LAW
11.2 This Agreement shall be governed by and construed in accordance with
the laws of British Columbia. Canada.
HEADINGS
11.3 The headings contained in this Agreement are for convenience of
reference only and shall not affect the interpretation of this Agreement.
ENTIRE AGREEMENT
11.4 This Agreement constitutes the entire agreement between the parties
relating to the subject matter of this Agreement and supersedes any and all
prior agreements, understandings, negotiations and discussions, whether oral or
written, between the parties with respect thereto.
AMENDMENT
11.5 No amendment or modification of this Agreement shall be binding unless
in writing and signed by the parties hereto.
TIME OF THE ESSENCE
11.6 Time shall be of the essence of this Agreement.
17
ENFORCEABILITY
11.7 In the event that any of the provisions of this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
FURTHER ASSURANCES
11.8 The parties shall do, or cause to be done, all such further acts and
things and shall execute, or cause to be executed, all such further deeds,
documents and instruments as may be reasonably necessary for the purpose of
completing the transactions contemplated by this Agreement.
BINDING EFFECT
11.9 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
FORCE MAJEURE
11.10 If either party because of Force Majeure is unable to perform its
obligations under this Agreement, that party's obligation to perform which is
affected by the Force Majeure shall be suspended to the extent so affected,
provided that:
(a) the non-performing party, within 10 days after the
commencement of the Force Majeure, gives the other party
written notice describing the particulars of the occurrence;
(b) the suspension of performance is of no greater scope than is
required by the Force Majeure; and
(c) the non-performing party uses its best efforts to remedy its
inability to perform.
When the non-performing Party is able to resume performance of its
obligations under this Agreement, that Party shall give the other Party
written notice to that effect.
"Force Majeure" means any cause or condition beyond the reasonable control of
and without the fault or negligence of the Party claiming Force Majeure which
causes the Party to be unable to perform its obligations, which by exercise of
due foresight such party could not reasonably have been expected to avoid and
which the Party is unable to overcome by the exercise of due diligence. Such an
occurrence may include, but is not limited to: acts of God; labor disputes;
sudden actions of elements, earthquake, fire; actions or inaction by
governmental agencies, inability after diligent effort to obtain workmen or
material; or any other similar cause. Insufficiency of funds does not constitute
Force Majeure.
18
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date and year first above written.
IVANHOE MINES LTD.
Per: /s/ XXX XXXX
-----------------------------------
Authorized Signatory
XXX XXXX, COO
BHP MINERALS INTERNATIONAL EXPLORATION INC.
Per: /s/ XXXXXX X. XXXXXXXX
---------------------
Authorized Signatory
XXXXXX X. XXXXXXXX
VICE - PRESIDENT
19
["MONGOLIAN EXPLORATION LICENSES"]
OYU TOLGOI
EXHIBIT "A"
DESCRIPTION OF LICENSE AREA
OYU TOLGOI LICENSE COORDINATES
-------------------------------------
EAST NORTH BHP LICENSE
----------------- ----------------- AREA (HA)
DEGREES MINUTES DEGREES MINUTES MRAM
------- ------- ------- ------- -----------
106 30 43 8 135,987.0
107 0 43 8
107 0 42 50
106 30 42 50
[MAP OF OYU TOLGOI]
BHP Minerals International Exploration Inc. 20-Apr-00
London UK
FIXED ASSETS/ RESERVE LEDGER AS OF 31-MAY-99
BRANCH: 0757 LONDON
-------------------------------------------------------------------------------------------------------------
COST BASIS RENT DEPRECIAT
ID ACQRD -------------------- LIFE ---------------- X
# ITEM ASSET DESCRIPTION INSTL Pds US$ Ms Pds US$ Ms
-------------------------------------------------------------------------------------------------------------
0757-N. EUROPE & RUSSIA
-------------------------------------------------------------------------------------------------------------
0.00 0.00 0
-------------------------------------------------------------------------------------------------------------
MONGOLIA ASSETS
-------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Apr-97 18,937.50 30,300.00 36 526.04 841.67 26
Vendor: Special International Inc.
PIMA-II Spectrometer Package with
HP200LX Palmtop Comp.
SPECIMIN Mineral Identification
System
-------------------------------------------------------------------------------------------------------------
E98.07 SATTELITE PHONE Jun-97 2,970.82 4,872.14 36 82.52 135.34 24
57.315 Vendor: World Wide Satellite Rescue
0.0 Nere World Phone Office
(Voice, Fax and Data Capable)
-------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE Aug-97 27,967.09 47,264.38 36 776.86 1,312.90 22
Vendor: Khet Ltd
Toyota Landcruiser 80 VX
-------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Oct-97 1,727.95 2,782.00 36 48.00 77.28 20
Vendor: Entex
Compaq Dpro 2000 5200/MT
-$US 1,775.00
Compaq P50 1024/768.28
-$US 392.00
HP Deskjet 692c Photo Quality
-$US 297.00
Scanner Keyboard- $US 252.00
2xHP Colour Cartridge F/DJ/DW
660C-$US 56.00
Belkin Cable-$US 10.00
-------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT Feb-98 1,994.00 3,250.22 36 55.39 90.28 16
Vendor: Earth Science Systems Ltd.
2xGeo-instrumental Model GSM-2
Magnetic Susceptibility Meter
-------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Jun-98 4,031.60 6,571.51 36 111.99 182.54 12
Vendor: Technology Direct (TDT)
Toshiba Tecra 780DVD/8 PII
266 64/8.IGB DVD 13.3" TFT
56K & Toshiba Lithium ION Battery
Pack for Tecra 750CDT
-------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE Jun-98 25,384.62 42,900.00 36 705.13 1,191.67 12
Vendor: Mongolia Cashbook
Toyota Land Cruiser Jeep GX-80
-------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CCUMULATED XXXXX NET BOOK VALUE
ID -------------------- -------------------
# ITEM ASSET DESCRIPTION Pds US$ Pds US$ COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
0757-N. EUROPE & RUSSIA
------------------------------------------------------------------------------------------------------------------------------------
0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------------------------------------
MONGOLIA ASSETS
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 13,677.04 21,883.42 5,260.46 8,416.58 S. Diatchkov-Delivered in Tuscon
Vendor: Special International Inc.
PIMA-II Spectrometer Package with
HP200LX Palmtop Comp.
SPECIMIN Mineral Identification
System
------------------------------------------------------------------------------------------------------------------------------------
E98.07 SATTELITE PHONE 1,980.48 3,248.16 990.34 1,623.98
57.315 Vendor: World Wide Satellite Rescue
0.0 Nere World Phone Office
(Voice, Fax and Data Capable)
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE 17,090.92 28,883.80 10,876.17 18,380.58
Vendor: Khet Ltd
Toyota Landcruiser 80 VX
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 960.00 1,545.60 767.95 1,236.40 D. Hishigsuren, Ulaanbaataar Mongolia
Vendor: Entex
Compaq Dpro 2000 5200/MT
-$US 1,775.00
Compaq P50 1024/768.28
-$US 392.00
HP Deskjet 692c Photo Quality
-$US 297.00
Scanner Keyboard- $US 252.00
2xHP Colour Cartridge F/DJ/DW
660C-$US 56.00
Belkin Cable-$US 10.00
------------------------------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT 886.24 1,444.48 1,107.76 1,805.74
Vendor: Earth Science Systems Ltd.
2xGeo-instrumental Model GSM-2
Magnetic Susceptibility Meter
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 1,343.88 2,190.48 2,687.72 4,381.03 Xxxxxxx Diatchkov-Tuscon
Vendor: Technology Direct (TDT)
Toshiba Tecra 780DVD/8 PII
266 64/8.IGB DVD 13.3" TFT
56K & Toshiba Lithium ION Battery
Pack for Tecra 750CDT
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE 8,461.56 14,300.04 16,923.06 28,599.96 Xxxxxx Xxxxxx- Ulaanbaataar
Vendor: Mongolia Cashbook
Toyota Land Cruiser Jeep GX-80
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Jul-98 3,028.01 4,935.66 36 84.11 137.10 11
Vendor: Cravenplan Computers Ltd
Compaq Armada 7380 DMT 32 MB/
4GB-L2,330.58
Compaq Armada Station-L594.03
Compaq Armada 7300-32MB RAM
Upgrade-L103.40
------------------------------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT Aug-98 6,508.88 11,000.00 36 180.80 305.56 10
Vendor: Mongolia Cashbook
Camp
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE Sep-98 887.57 1,500.00 36 24.65 41.67 9
Vendor: Mongolia Cashbook
Bull Bar for Toyota LC GX-80
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Oct-98 1,028.40 1,738.00 36 28.57 48.28 8
Vendor: Mongolia
------------------------------------------------------------------------------------------------------------------------------------
Acer Power 3200, P233 MMX 32 Mb
printer and I-14 Monitor
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Oct-98 1,440.83 2,435.00 36 40.02 67.64 8
Vendor: Mongolian Cashbook
Acer Power 6000, PII-266 MNz 64Mb
Printer
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Oct-98 1,272.19 2,150.00 36 35.34 59.72 8
Vendor: Mongolia Cashbook
I-21 Philips Monitor
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Nov-98 1,837.28 3,105.00 36 51.04 86.25 7
Vendor : Mongolia Cashbook
Canon 3020
------------------------------------------------------------------------------------------------------------------------------------
SATELLITE PHONE Nov-98 2,840.24 4,800.00 36 78.90 133.33 7
Vendor: Mongolian Cashbook
Nera World Satellite Phone
------------------------------------------------------------------------------------------------------------------------------------
MAP CABINETS Nov-98 2,230.08 3,657.41 52 42.89 70.33 7
Vendor: Capital Links Limited
2 Graphitheque Cabinets AC 1300B
------------------------------------------------------------------------------------------------------------------------------------
MAP CABINET Nov-98 990.00 1,692.90 60 16.50 28.22 7
Vendor: GB Office Supplies Limited
Metalico Excel Vertical Planfile
Cabinet- MXLL/ AO170 A/T
------------------------------------------------------------------------------------------------------------------------------------
FIXTURES & FITTINGS Aug-98 890.00 1,450.70 60 14.83 24.18 10
Vendor: Animagination Ltd.
2 Layout tables
------------------------------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT Dec-98 807.10 1,364.00 36 22.42 37.89 6
Vendor: Mongolia Cashbook
Explorer Field Refridgerator
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 925.21 1,508.10 2,102.80 3,427.56 Xxxxxx Xxxxxx- Ulaanbaataar
Vendor: Cravenplan Computers Ltd
Compaq Armada 7380 DMT 32 MB/
4GB-L2,330.58
Compaq Armada Station-L594.03
Compaq Armada 7300-32MB RAM
Upgrade-L103.40
-----------------------------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT 1,808.00 3,055.60 4,700.88 7,944.40
Vendor: Mongolia Cashbook
Camp
-----------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE 221.85 375.03 665.72 1,124.97
Vendor: Mongolia Cashbook
Bull Bar for Toyota LC GX-80
-----------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 228.56 386.24 799.84 1,351.76
Vendor: Mongolia
-----------------------------------------------------------------------------------------------------------------------------------
Acer Power 3200, P233 MMX 32 Mb
printer and I-14 Monitor
-----------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 320.16 541.12 1,120.67 1.893.88
Vendor: Mongolian Cashbook
Acer Power 6000, PII-266 MNz 64Mb
Printer
-----------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 282.72 477.76 989.47 1,672.24
Vendor: Mongolia Cashbook
I-21 Philips Monitor
-----------------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 357.28 603.75 1,480.00 2,501.25
Vendor : Mongolia Cashbook
Canon 3020
-----------------------------------------------------------------------------------------------------------------------------------
SATELLITE PHONE 552.30 933.31 2,287.94 3,866.69
Vendor: Mongolian Cashbook
Nera World Satellite Phone
-----------------------------------------------------------------------------------------------------------------------------------
MAP CABINETS 300.23 492.31 1,929.85 3,165.10 Xxxxxx Xxxxxx-Ulaanbaataar
Vendor: Capital Links Limited (was London ref: Xxxxx
2 Graphitheque Cabinets AC 1300B Xxxxxxx)
-----------------------------------------------------------------------------------------------------------------------------------
MAP CABINET 115.50 197.54 874.50 1,495.36
Vendor: GB Office Supplies Limited
Metalico Excel Vertical Planfile
Cabinet- MXLL/ AO170 A/T
-----------------------------------------------------------------------------------------------------------------------------------
FIXTURES & FITTINGS 148.30 241.80 741.70 1,208.90
Vendor: Animagination Ltd.
2 Layout tables
-----------------------------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT 134.52 227.34 672.58 1,136.66
Vendor: Mongolia Cashbook
Explorer Field Refridgerator
-----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT Dec-98 807.10 1,1364.00 36 22.42 37.89 6
Vendor: Mongolia Cashbook
Explorer Field Refridgerator
----------------------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE Mar-99 920.25 1,500.00 36 25.56 41.67 3
Vendor: Mongolia Cashbook
Bull Bar for Toyota LC VX-80
----------------------------------------------------------------------------------------------------------------------------
SUB TOTAL 07573150 108,501.51 180,632.92 4,951.41 50,005.95 82,888.23
----------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT May-98 2,840.24 4,800.00 36.00 78.90 133.33 13
Vendor: Mongolia Cashbook
Satellite Phone
----------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT May-98 2,840.24 4,800.00 36.00 78.90 133.33 13
Vendor: Mongolia Cashbook
Satellite Phone
----------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Oct-98 7,769.62 13,052.96 36 215.82 362.58 8
Vendor: Cravenplan Computers Ltd
HP Designjet 755CM AO Plotter-
L5,686.50
----------------------------------------------------------------------------------------------------------------------------
HP Superstore 24E External Dat
Drive-L857.33
Microtek Scanman 6400XL A3
Scanner-L956.24
Plasmon CDR 480E External SCSI
CD Writer-L249.55
Carriage-L20.00
----------------------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT Jan-99 2,831.42 4,785.10 36 78.65 132.92 5
Vendor: Cravenplan Computers Ltd.
Toshiba Tecra 8000 PII 300/64MB/
6GB/13.3 TFT-L2,475.90
3 com 10/100 Etherlink PC Card
3CCFE 575-BT-L93.51
2x3 Com 56K Global Modem PC Card
3CCM 156-UK-L242.01
Carriage-L20.00
----------------------------------------------------------------------------------------------------------------------------
SUB TOTAL 0757 3155 16,281.52 27,438.06 452.27 762.16
----------------------------------------------------------------------------------------------------------------------------
0.00 0.00 0 0.00
----------------------------------------------------------------------------------------------------------------------------
TOTAL N EUROPE & RUSSIA #REF! #REF! #REF! #REF! #REF!
----------------------------------------------------------------------------------------------------------------------------
0.00 0.00 0 0.00
----------------------------------------------------------------------------------------------------------------------------
TOTAL N EUROPE & RUSSIA #REF! #REF! #REF! #REF! #REF!
----------------------------------------------------------------------------------------------------------------------------
GRAND TOTAL #REF! #REF! #REF! #REF! #REF!
----------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FIELD EQUIPMENT 134.52 227.34 672.58 1,136.66
Vendor: Mongolia Cashbook
Explorer Field Refridgerator
-------------------------------------------------------------------------------------------------------------
COMMERCIAL VEHICLE 76.68 125.01 843.57 1,374.99
Vendor: Mongolia Cashbook
Bull Bar for Toyota LC VX-80
-------------------------------------------------------------------------------------------------------------
SUB TOTAL 07573150 58,495.56 97,744.69
-------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 1,025.70 1,733.29 1,814.54 3,066.71 Jamsrandorj
Vendor: Mongolia Cashbook
Satellite Phone
-------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 1,025.70 1,733.29 1,814.54 3,066.71 Sanjdorj
Vendor: Mongolia Cashbook
Satellite Phone
-------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 1,726.56 2,900.64 6,043.06 10,152.32
Vendor: Cravenplan Computers Ltd
HP Designjet 755CM AO Plotter-
L5,686.50
-------------------------------------------------------------------------------------------------------------
HP Superstore 24E External Dat
Drive-L857.33
Microtek Scanman 6400XL A3
Scanner-L956.24
Plasmon CDR 480E External SCSI
CD Writer-L249.55
Carriage-L20.00
-------------------------------------------------------------------------------------------------------------
COMPUTER EQUIPMENT 393.25 664.60 2,438.17 4,120.50
Vendor: Cravenplan Computers Ltd.
Toshiba Tecra 8000 PII 300/64MB/
6GB/13.3 TFT-L2,475.90
3 com 10/100 Etherlink PC Card
3CCFE 575-BT-L93.51
2x3 Com 56K Global Modem PC Card
3CCM 156-UK-L242.01
Carriage-L20.00
-------------------------------------------------------------------------------------------------------------
SUB TOTAL 0757 3155 4,171.21 7,031.82 12,110.31 20,406.24
-------------------------------------------------------------------------------------------------------------
0.00 0.00 0.00
-------------------------------------------------------------------------------------------------------------
TOTAL N EUROPE & RUSSIA #REF! #REF! #REF! #REF!
-------------------------------------------------------------------------------------------------------------
0.00 0.00 0.00 0.00
-------------------------------------------------------------------------------------------------------------
TOTAL N EUROPE & RUSSIA #REF! #REF! #REF! #REF!
-------------------------------------------------------------------------------------------------------------
GRAND TOTAL #REF! #REF! #REF! #REF!
-------------------------------------------------------------------------------------------------------------
BHP Minerals International Exploration Inc.
London UK 20-Apr-00
