FOUNDER’S WAIVER AND INDEMNITY AGREEMENTFounder’s Waiver and Indemnity Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
SUBSCRIPTION AGREEMENTSubscription Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:
THIS SUPPLEMENTAL WARRANT INDENTURE dated as of September 21, 2004.Supplemental Warrant Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Company and the Warrant Agent executed a Common Share Purchase Warrant Indenture (the “Warrant Indenture”) dated as of March 18, 2004, providing for the issuance of 4,285,716 Warrants (as defined in the Warrant Indenture);
SUBSCRIPTION FOR SECURITIES AND AGREEMENT TO PURCHASE ADDITIONAL SECURITIESSubscription Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase units of the Corporation (the “Units”) at a price of US$1.40 per Unit for an aggregate consideration of US$ (the “Subscription Price”), on the terms and conditions set out in sections 1 to 27 below.
PURCHASE WARRANT INDENTUREPurchase Warrant Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
WHEREAS Peru Copper wishes to employ the Executive and the Executive wishes to be employed by Peru Copper in connection with the continuing operation of the business carried on by Peru Copper (the “Business”) from Vancouver, British Columbia.
PROMISE TO PAY INTERESTPromise to Pay Interest • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS Lowell Mineral Exploration, L.L.C. an Arizona limited liability company and J. David Lowell and Edith S. Lowell, husband and wife (collectively called the “Guarantor”) has provided cash and/or securities in the sum of U.S.$2 million to facilitate the issuance of a bank guarantee (called the “Bank Guarantee”) to Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) pursuant an agreement dated on or about June 6, 2003 entered into between Peru Copper Syndicate S.A., a Peruvian corporation and Centromin regarding a contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
Agreement made as of December 1, 2004 by and between Peru Copper Inc., a Canadian corporation (the “Company”) and Pathway Capital Ltd., of Suite 920, 475 West Georgia Street, Vancouver, British Columbia, V6B 4M9 (“Consultant”).
PERU COPPER INC. and COMPUTERSHARE TRUST COMPANY OF CANADA NOTE INDENTURE PROVIDING FOR THE ISSUE OF CONVERTIBLE UNSECURED NOTES CASSELS BROCK & BLACKWELL LLP TORONTONote Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Corporation considers it necessary for its corporate purposes to create and issue Notes in the manner provided herein; and
THIS SUPPLEMENTAL SPECIAL WARRANT INDENTURE dated as of September 21, 2004.Supplemental Special Warrant Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Company and the Warrant Agent executed a Special Warrant Indenture (the “Special Warrant Indenture”) dated as of March 18, 2004, providing for the issuance of 4,285,716 Special Warrants (as defined in the Special Warrant Indenture);
INDEMNITY TO GUARANTORIndemnification Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS the Peru Copper Syndicate S.A., a Peruvian corporation, (called “PCS S.A.”) on or about June 6, 2003 entered into an agreement with Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) regarding a transfer contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
THIS SUPPLEMENTAL NOTE INDENTURE dated as of September 21, 2004.Supplemental Note Indenture • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
WHEREAS the Company and the Trustee executed a Note Indenture (the “Note indenture”) dated as of March 18, 2004, providing for the issuance of up to US$15,390,000.57 in principal amount of Notes (as defined in the Note Indenture);
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
Agreement made as of December 1, 2004 by and between Peru Copper Inc., a Canadian corporation (the “Company”) and J. David Lowell of Rio Rico, Arizona (“Consultant”).
PROMISE TO PAY INTERESTPromise to Pay Interest • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS Lowell Mineral Exploration, L.L.C. an Arizona limited liability company and J. David Lowell and Edith S. Lowell, husband and wife (collectively called the “Guarantor”) has provided cash and/or securities in the sum of $2 million to facilitate the issuance of a bank guarantee (called the “Bank Guarantee”) to Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) pursuant an agreement dated on or about June 6, 2003 entered into between Peru Copper Syndicate S.A., a Peruvian corporation and Centromin regarding a contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
Agreement made as of December 1, 2004 by and between Peru Copper Inc., a Canadian corporation (the “Company”) and Catherine McLeod-Seltzer of West Vancouver, British Columbia (“Consultant”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
MINERA PERÚ COPPER SYNDICATE S.A., identified by Tax ID Number (RUC) 20508875457, acting by and through its General Manager, Charles PREBLE, identified by Alien’s Card 84967, and its Administrative Manager, Luis Alfredo DE OLAZÁVAL OVIEDO, identified by National Identity Card (DNI) 09877637, duly authorized as per power of attorney filed with the Registry of Companies in and for Lima under Entry 11532703, with registered office for the purposes hereof at Avenida San Borja Norte # 1302, District of San Borja, Province of Lima, Department of Lima, hereinafter referred to as “THE COMPANY”, and
INDEMNITY TO GUARANTORIndemnification Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS the Peru Copper Syndicate S.A., a Peruvian corporation, (called “PCS S.A.”) on or about June 6, 2003 entered into an agreement with Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) regarding a transfer contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
LEASE AGREEMENTLease Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
WITNESSETH HEREBY the Lease Agreement entered into by and between Empresa Minera del Centro del Perú S.A. – CENTROMÍN PERÚ S.A., identified by Tax ID Number (RUC) 20100176531, and registered office at Av. Javier Prado Este 1975, San Borja, acting by and through its General Manager, Juana Rosa DEL CASTILLO VALDIVIA, identified by National Identity Card (DNI) 105513338, as per the power of attorney entered in Electronic Item 11009323 of the Registry of Companies in and for Lima, hereinafter referred to as CENTROMÍN, and Minera Perú Copper Syndicate S.A. with Tax ID Number (RUC) 20506675457 and registered office at Calle Morelli 109, 5to Piso, San Borja, acting by and through its Exploration Manager, Ángel ÁLVAREZ ANGULO, identified by National Identity Card (DNI) 07276927, as per the power of attorney entered in Entry C 00002 of Electronic Item 11532703 of the Registry of Companies in and for Lima, hereinafter referred to as THE LESSEE, in the following terms and conditions:
INDEMNITY TO GUARANTORIndemnification Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS the Peru Copper Syndicate S.A., a Peruvian corporation, (called “PCS S.A.”) on or about June 6, 2003 entered into an agreement with Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) regarding a transfer contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
LEASE AGREEMENTLease Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
WITNESSETH HEREBY the document issued in two (2) counterparts, whereby legal and binding force is given to the LEASE AGREEMENT entered into by and between María A. DE OLAZÁBAL OVIEDO DE PREBLE, identified by National Identity Card (DNI) 07273415, with usual residence at Avenida El Golf Los Inkas 951, Dpto. 301, Santiago de Surco, hereinafter referred to as THE LESSOR, and MINERA PERÚ COPPER SYNDICATE S.A., identified by Tax ID Number (RUC) 20506675457, with registered office at Av. San Borja Norte 1302, San Borja, acting by and through by Angel ÁLVAREZ ANGULO, engineer, identified by National Identity Card (DNI) 07276927, as per power of attorney filed with the Registry of Companies of the Public Records Office in and for Lima under Entry 11532703, hereinafter referred to as THE LESSEE, under the following terms and conditions:
APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT/LETTER OF GUARANTEE BRANCH DATE October 23, 2003 BANK REFERENCE NUMBERIrrevocable Standby Letter of Credit • February 25th, 2005 • Peru Copper Inc. • Metal mining
BMO Nesbitt Burns Investment & Corporate Banking 885 West Georgia St. Suite 1800 Vancouver, BC V6C 3E8 Tel.: (604) 685-5181 Fax: (604) 443-1408Registration Rights Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
PROMISE TO PAY INTERESTPromise to Pay Interest • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS Lowell Mineral Exploration, L.L.C. an Arizona limited liability company and J. David Lowell and Edith S. Lowell, husband and wife (collectively called the “Guarantor”) has provided cash and/or securities in the sum of U.S.$2 million to facilitate the issuance of a bank guarantee (called the “Bank Guarantee”) to Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) pursuant an agreement dated on or about June 6, 2003 entered into between Peru Copper Syndicate S.A., a Peruvian corporation and Centromin regarding a contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
ADDITIONAL CLAUSE TO THE LEASE AGREEMENT GSG-OLP-C-177-2003Lease Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
WITNESSETH HEREBY the Additional Clause to the Lease Agreement GSG-OLP-177-2003 entered into by and between Empresa Minera del Centro del Perú S.A. – CENTROMÍN PERÚ S.A., identified by Tax ID Number (RUC) 20100176531, and registered office at Av. Javier Prado Este 1975, San Borja, acting by and through its General Manager, Juana Rosa DEL CASTILLO VALDIVIA, identified by National Identity Card (DNI) 105513338, as per the power of attorney entered in Electronic Item 11009323 of the Registry of Companies in and for Lima, hereinafter referred to as CENTROMÍN, and Minera Perú Copper Syndicate S.A. with Tax ID Number (RUC) 20506675457 and registered office at Calle Morelli 109, 5to Piso, San Borja, acting by and through its Exploration Manager, Ángel ÁLVAREZ ANGULO, identified by National Identity Card (DNI) 07276927, as per the power of attorney entered in Entry C 00002 of Electronic Item 11532703 of the Registry of Companies in and for Lima, hereinafter referred to as THE LESSEE, in the fo
PERU COPPER INC. PERU COPPER SYNDICATE, LTD.Shareholder Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • Ontario
Unanimous Shareholders’ Agreement dated as of March 18, 2004 among Peru Copper Inc. (“Canco”), Peru Copper Syndicate, Ltd. (“Caymanco”), BMO Nesbitt Burns Inc. (“BMO Nesbitt Burns”) and each of the current holders of ordinary shares of Caymanco listed on Schedule “A” (collectively, the “Current Shareholders”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining • British Columbia
This Management Services Agreement (“Agreement”) is made as of the 1st day of November, 2004 by and between PERU COPPER INC., a Canadian corporation (“Company”) and PATHWAY CAPITAL LTD., a Canadian corporation (“Pathway”).
INDEMNITY TO GUARANTORIndemnification & Liability • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS the Peru Copper Syndicate S.A., a Peruvian corporation, (called “PCS S.A.”) on or about June 6, 2003 entered into an agreement with Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) regarding a transfer contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
LEASE AGREEMENTLease Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
WITNESSETH HEREBY the document issued in two (2) counterparts, whereby legal and binding force is given to the LEASE AGREEMENT entered into by and between Eneida ENRIQUEZ GOYCOCHEA, identified by National Identity Card (DNI) 09279669, married to Alfred Michael HERBERT HOFFMANN, identified by Passport 1300078696, with usual residence at Monte Umbroso 580, Departamento 202, Chacarilla del Estanque, Santiago de Surco, hereinafter referred to as THE LESSOR, and MINERA PERÚ COPPER SYNDICATE S.A., identified by Tax ID Number (RUC) 20506675457, with registered office at Morelli 109, 5to. Piso, San Borja, acting by and through by Angel ÁLVAREZ ANGULO, engineer, identified by National Identity Card (DNI) 07276927, as per power of attorney filed with the Registry of Companies of the Public Records Office in and for Lima under Entry 11532703, hereinafter referred to as THE LESSEE, under the following terms and conditions:
PROMISE TO PAY INTERESTPromise to Pay Interest • February 25th, 2005 • Peru Copper Inc. • Metal mining • Arizona
WHEREAS Lowell Mineral Exploration, L.L.C. an Arizona limited liability company and J. David Lowell and Edith S. Lowell, husband and wife (collectively called the “Guarantor”) has provided cash and/or securities in the sum of $2 million to facilitate the issuance of a bank guarantee (called the “Bank Guarantee”) to Empresa Minera Del Centro Del Peru S.A. (called “Centromin”) pursuant an agreement dated on or about June 6, 2003 entered into between Peru Copper Syndicate S.A., a Peruvian corporation and Centromin regarding a contract for the transfer of certain mining concessions, land, building, licenses and information (called the “Toromocho Option Contract”);
Investment & Corporate BankingRegistration Rights Agreement • February 25th, 2005 • Peru Copper Inc. • Metal mining
This letter will confirm our agreement that the obligation of the Company, set forth in Section 3(c) of the Registration Rights Agreement, to provide copies to and permit Investors’ counsel to review each Registration Statement and all amendments and supplements thereto no fewer than three(3) Business Days prior to their filing with the SEC and not file any document to which such counsel reasonably objects, including any provisos thereof, is hereby waived by BMO on behalf of the Investors.
