Republic of Colombia

NATIONAL MINING AGENCY
AGREEMENT No. 002/2021(MARCH THE 2ND, 2021)“Whereby the Terms of Reference are defined for the awarding of Special
Mineral Exploration and Exploitation Contracts in Strategic Mining Reserve
Areas, including the minutes of the Special Exploration and Exploitation
Contracts for the relevant objective selection processes in said areas, andother decisions are made”

THE BOARD OF DIRECTORS OF THE NATIONAL MINING AGENCY,
In exercise of its legal powers – particularly those conferred as per Section
10 - Article 8 of Decree-Law 4134/2011, as amended by Article 1 of Decree
1681/2020, and

WHEREAS:

The National Government created the National Mining Agency - ANM throughDecree-Law 4134/2011 as a state agency of a special nature, of thedecentralized sector under the Executive Branch of the National Order, withlegal status, its own patrimony and administrative and technical/financial
autonomy, attached to the Ministry of Mines and Energy, in order to fully
manage the mineral resources owned by the State and to promote the optimaland sustainable use of mining resources in accordance with the applicableregulations.

Article 6 of the aforementioned Decree-Law provides that one of the governing
bodies of the National Mining Agency is the Board of Directors.

The operating regulations of the Board of Directors at the National Mining
Agency were adopted through Agreement No. 001 of September 7, 2012.

Decree 1681/2020 included an additional function for the Board of Directors of
the agency consisting of the establishment of (...) “criteria for identifying
Strategic Mining Reserve Areas and criteria for their management andallocation, its terms of reference and the minutes of the special exploration andexploitation contracts for the relevant objective selection processes to award
the abovementioned areas, in accordance with the law.

Article 20 of Act 1753/2015 established that the Mining Authority shalldetermine the minerals of strategic interest for the country, for which special
free areas are determined based on the geoscientific information available. In
addition, it provided that these areas are subject to assessment of theirmining potential. To this effect, geological - mining studies should be
conducted by the Colombian Geological Service and/or third parties
contracted by the National Mining Authority. Based on that assessment, theaforesaid authority must select the areas that have high mining potential to
grant them through objective selection processes.
On the other hand, Act 1955/2019 – whereby the 2018-2022 National
Development Plan - “A Pact for Colombia, A Pact for Equality” is issued –prioritizes energy for sustainable growth and expansion opportunities under
the Pact for mining and energy resources, which will strengthen the criteria ofsuitability of the mining permit holders for the country to have qualified mining
operators to perform the activity with technical, economic, social andenvironmental rigor.

Article 10 of Decree-Law 4134/2011, as amended by Article 2 of Decree
1681/2020, established assigned the following task to President of the
National Mining Agency, inter alia: “Issue the administrative acts for thedetermination of the strategic minerals for the country and the termsof reference of the objective selection processes for the awarding ofstrategic mining reserve areas in accordance with the guidelines and criteria
defined for this purpose by the entity’s Board of Directors”.

Article 17 of Decree Law 4134/2011, as amended by Article 4 of Decree
1681/2020, indicated the following function of the Office of the Vice-President
for Development and Promotion, inter alia: “To prepare and present before
the Board of Directors and the Presidency of the National Mining Agency theTerms of Reference for the qualification of parties interested in the objective
selection processes and other documents as necessary for the objective
selection processes, for the awarding of the Special Exploration and
Exploitation Contracts in the Strategic Mining Reserve Areas”.
In Agreement No. 001 of February the 8th, 2021, the Board of Directors of the
National Mining Agency, defined the criteria and guidelines for the delimitation

anddeclarationofthe Strategic Mining Reserve

Areas, aswell

as the criteria for the allocation of same.

As a result of the foregoing, Resolution No. 83 of February 9, 2021 was issued,“Whereby uniform criteria are established to allow the evaluation andqualification of interested parties to participate in the objective selection
processes carried out by the National Mining Agency for the awarding ofStrategic Mining Reserve Areas”
On January the 29th, 2021 and until February 18, 2021, the National Mining
Agency published the draft resolution for public comments with the Terms ofReference for the selection of proposals and the awarding of Special Mineral
Exploration and Exploitation Contracts in Strategic Mining Reserve Areas andtheir annexes, including the contract minutes. Due to the extension of thelatter, it was published as a separate document.

In accordance with the provisions of the aforementioned legal provisions, theOffice of the Vice-President of Development and Promotion held an ordinary
session on February the 23rd, 2021 and presented to the Board of Directors of
the National Mining Agency, the terms of reference that define theminimum participation requirements forthe

Selection

Process,thequalification factors, the special obligations of the concession holder and theminimum economic considerations in addition to the royalties for theawarding of Strategic Mining Reserve Areas, as well as the minutes of theSpecial Exploration and Exploitation Contracts for the objective selection
processes in these areas, which is an annex to the aforementioned Terms ofReference.

Upon presentation and deliberation on the aforementioned terms, themembers of the Board of Directors unanimously approved them.

In light of the foregoing,

IT IS HEREBY RESOLVED AS FOLLOWS:ARTICLE 1. Be the Terms of Reference for the awarding of Special Mineral
Exploration and Exploitation Contracts in Strategic Mining Reserve Areas
hereby defined, which shall include the minutes of the Special Exploration and
Exploitation Contracts for the objective selection processes in said areas.
The contents in the Annex hereto shall be an integral part hereof.

ARTICLE 2. This agreement comes into effect as of its date of publication.

BE IT PUBLISHED AND ENFORCED.

Issued at Bogota, D. C., on this 2nd day of the month of March, 2021

Handwritten illegible signature

Handwritten illegible signature

DIEGO MESA PUYOFELIPE ANDRÉS PLAZAS GÓMEZ

President

Secretario

NATIONAL MINING AGENCYTERMS OF REFERENCEOBJECT:“To select the most favorable proposal (s) for the awarding of Special Mineral
Exploration and Exploitation Contracts in Strategic Mining Reserve Areas(SMAs)for copper and polymetallic ore, the purpose of which shall be as follows:
The exploration and exploitation of minerals, at the Contractor’s expense and risk,
under the conditions and limitations set forth in this Contract and in the Terms ofReference of the Objective Selection process, in the Strategic Mining Reserve
Area defined herein.”

BOGOTA D.C., [●] [●] , 2021

TABLE OF CONTENTS
1. GENERAL INFORMATION
1.1 Legal Notice
1.2 Justification
1.3 Object
1.4 Definitions
1.5 Interpretation rules
1.6 Documents for Objective Selection Process
1.7 Data room
1.8 Publicity and communications
1.9 Reserved information

2. STRATEGIC MINING RESERVE AREAS (SMAs) OFFERED
2.1 Overview
2.2 Conditions relating to SMAs

3. OBJECTIVE SELECTION PROCESS
3.1 General description
3.2 Schedule
3.3 Offer
3.4 Counteroffers
3.5 Opportunity for Improvement
3.6 Final Evaluation Report
3.7 Validity of the Offer and Counteroffers
3.8 Rejection of the Offer or Counteroffer
3.9 Reasons for not assigning SMAs and effects
3.10 Return of guarantees
3.11 Additional Requirements for Restricted Qualified Participants

4. ADDITIONAL CONSIDERATIONS

4.1 Overview
4.2 Calculation
4.3 Liquidation and payment

5. EXPLORATORY PROGRAMS
5.1 Overview
5.2 Mandatory Exploration Program
5.3 Additional Exploration Program

6. MAIN CHARACTERISTICS OF THE CONTRACT
6.1 Deadline for execution of the Contract
6.2 Applicable legal regime (legal framework)
6.3 Acceptance of the minute and signing of the Contract
6.4 Incentives for Awardees
6.5 Risks associated with the Contract
6.6 Contract audit

7. ADDITIONAL PROVISIONS
7.1 Indemnity
7.2 Dispute Settlement

ANNEXESANNEX 1. Strategic Mining Reserve Areas
ANNEX 2. Capacity to participate in the Objective Selection Process
ANNEX 3. Offer Form
ANNEX 4. Counteroffer Form
ANNEX 5. Offer Presentation Letter
ANNEX 6. Counteroffer Presentation Letter
ANNEX 7. Additional Considerations FormANNEX 8. Mandatory Exploration Program Form
ANNEX 9. Additional Exploration Program Form
ANNEX 10. Contract Minutes
ANNEX 11. Technical Evaluation Plan Form

1. GENERAL INFORMATION
1.1 Legal Notice
The following Legal Notice shall be carefully read by the Participants. Without
prejudice to the other matters described in these Terms of Reference, this Legal Noticeestablishes fundamental matters of the Objective Selection process that shall be taken
into account to participate in it:(a) These Terms of Reference have been issued by the National Mining Agency (ANM) inorder to provide Participants with the necessary information for the
eventual presentation of an Offer or Counteroffers related to the Objective Selection
Process (Objective Selection).
(b) The National Mining Agency - ANM (from its original Spanish language initials: Agencia
National de Minería) provides Participants with the information available regarding
the Strategic Mining Reserve areas (SMAs) declared and defined, whereupon theParticipants can make their own assessment of the SMAs, but the information is notintended to be exhaustive. ANM represents that this information is truthful to theextent of its knowledge and understanding, but does not make any representation –neither explicitly nor implicitly – as to the adequacy of same, and consequently it shallbe the responsibility of the Participants to conduct due diligence on each of the aspects
that relate to their participation in this Objective Selection and in the execution of theContract.
(c) The information that the ANM and/or the Colombian Geological Service and/or any otheragency of the national and/or territorial order renders available for the Participants on
the occasion of this Selection Process shall not generate any responsibility orcommitment, nor does it seek to guarantee a minimum return on investment; said
information shall not be deemed binding, nor a basis for any negotiation or claim
arising between the Parties during the execution of the Contract awarded that implies
the review of the financial variables of the Contract or the assignment of risks
thereunder. This information does not intend to supersede the calculations and own
estimates made by each participant in the preparation of its offer or the Counteroffers,
and therefore it shall not serve as a basis for any claim against the
ANM and/or the Colombian Geological Service and/or any other agency of thenational and/or territorial order.
(d) Lack of analysis, study or verification of the documents of the Objective Selection by
the Participant that becomes the Awardee shall not exempt the latterfrom the obligation to assume the responsibilities as applicable under the Contract,nor will entitle the Participant that becomes the Awardee to claims, refunds or
adjustments of any nature. As a result of the above, all deductions, errors andomissions based on the Participant’s own analyses, interpretations or conclusions
obtained shall be of their exclusive responsibility. In no event shall the ANM be liable
for the aforesaid analyses, interpretations and conclusions or deductions, errors and/or
omissions of Participants.
(e) ANM does hereby reserve the right to request monitoring or accompaniment of theoversight bodies at any time, such as the Ombudsmen’s, the Attorney General’s Office,the Office of the Comptroller General of the Republic or department-level ormunicipal comptrollers, at any time during the Objective Selection process if deemed
pertinent.

1.2 Justification

The National Mining Agency, created as per Decree 4134/2011 and attached to the
Ministry of Mines and Energy by virtue of Article 1, aims to comprehensively manage
mineral resources owned by the State, promote optimal and sustainable use of mining
resources in accordance with the pertinent regulations and in coordination with theenvironmental authorities in matters that require it, as well as monitoring the private
property mining permits of the subsoil when this function is delegated to
it by the Ministry of Mines and Energy in accordance with the Applicable Law.
Additionally, Decree 4134/2011 granted the ANM the power to design, implement anddisseminate strategies to promote mineral exploration and exploitation; support theimplementation of prior consultation processes for ethnic groups in coordination withthe competent authorities and - among other powers - to exercise
activities related to the management of the State’s mineral resources.
Article 20 of Act 1753/2015 provides that the ANM may – upon the basis ofavailable geoscientific information – declare and delimit free areas with high mining
potential as Strategic Mining Reserve Areas (SMAs) in the national territory. Once anassessment is conducted as to the area’s mining potential, the SMA shall be awarded
through an objective selection in accordance with the minimum requirementsof participation, qualification
factors, the Contractor’s
special duties
and theminimum additional economic considerations in addition to royalties as defined by
the ANM.
Analyzing the constitutionality of the aforementioned article, the Constitutional Court
determined – as per in Ruling C-035/2016 that the Mining Authority must agree withthe local authorities of the municipalities where the referred areas will be locatedbefore the declaration and delimitation of SMAs, in accordance with the principles ofcoordination, concurrence and subsidiarity1. In addition, the process of priorconsultation shall be exhausted and the collection of free, prior, and informed consent
with the indigenous and Afro-descendant communities that inhabit the territories
intended for declaration and delimitation shall be completed, in accordance with theprovisions of the aforesaid Court in Ruling T-766/20152. Consequently, the SMAs
declared and delimited for the purposes hereof shall comply with the jurisprudential
guidelines as established by the Constitutional Court.
Pursuant to Decree 1681/2020, “Whereby the structure of the National Mining
Agency is modified”, it is established that the President of the ANM is tasked with
the issuance of the Terms of Reference of the objective selection processes for theawarding of SMAs, in accordance with the guidelines and criteria defined by
the Board Directors at ANM for this purpose.
In pursuance of these legal powers and applicable jurisprudential mandates, the ANM
provides Interested Parties with this Objective Selection Process, seeking to foster
the growth and sustainable development of the mining sector of Colombia, within aframework of technical, environmental and social responsibility, in which thecountry’s minerals of strategic interest are extracted in a rational way, under the best
standards of operation and mining safety and hygiene.
The Objective Selection processes carried out in accordance with the provisions hereofseek not only to contribute to the development of the mining sector, but also to provide
better conditions and benefits for the State and the communities located in the SMAs
declared and delimited by the ANM.

1

Constitutional Court. Ruling on Constitutionality 035, issued on the 8th day of February of the year
2016. Presenting Judge: Gloria Stella Ortiz Delgado.
2

Constitutional Court. Injunctive Procedure No. 766, issued on the 16 th day of December of the year 2015.
Presenting Judge: Gabriel Eduardo Mendoza Martelo.

Regarding the legal framework applicable to this Objective Selection, article 76 of theGeneral Statute of Public Procurement (Act 80/1993), excludes contracts for the
exploration and exploitation of renewable and non-renewable natural resources fromthe general regime of state contracting3.
Thus, in the matter of mineral resources, the Mining Code (Act 685/2001) is, as a
general rule, the special law applicable to regulate the legal relationships between theState and individuals and those between the latter, due to the works of the mining
industry in all their phases (Article 2).
Now therefore, in relation to SMAs, this structure is not contemplated in the Mining
Code, but is established in Article 20 of the Act 1753/2015, which empowers the
National Mining Authority – in this case, the ANM4 - to determine the minerals ofstrategic interest for the country, with respect to which ANM will delimit special freeareas based on the geoscientific information available, and advance the objective
selection processes for their awarding. In addition, Article 20 of the Act 1753/2015
empowers the ANM “establish additional or special rules and obligations other thanthose established in the Mining Code” in the Special Mineral Exploration and
Exploitation Contracts for SMAs.
The 2018-2022 National Development Plan – “A Pact for Colombia, A Pact for
Equality” – prioritizes energy for sustainable growth and expansion opportunities
under the Pact for mining and energy resources, which will strengthen the criteria ofsuitability of the mining permit holders for the country to have qualified mining
operators to perform the activity with technical, economic, social and environmental
rigor.
Thus, for the purposes of SMA assignment and contractual regulation, the SMAs aregoverned by the conditions and special terms established in the Terms of Reference
issued by the ANM. Consequently, the ordinary mining contracting regime provided
in the Mining Code is not applicable. However, the rules of the Mining
Code will be applied in a supplementary fashion for issues not expressly regulated in3

Article 76. The contracts for the exploration and exploitation of renewable and non-renewable natural resources,
as well as those concerning the commercialization and other commercial and industrial activities of the stateagencies to which the competences for these matters correspond, shall continue to be governed by the special
legislation applicable thereto. State agencies engaged in such activities shall – internally, in their own regulations –determine the contractor selection process, any exceptional clauses that may be agreed, the amounts and theformalities that must be completed.
4

Article 317 of the Mining Code.

the terms of reference and other documents that make up the objective selection
process.
1.3 Object
To select the most favorable proposal (s) for the awarding of Special Mineral
Exploration and Exploitation Contracts in Strategic Mining Reserve Areas (SMAs) for
copper and polymetallic ore, the purpose of which shall be as follows: “Theexploration and exploitation of minerals, at the Contractor’s expense and risk, under
the conditions and limitations set forth in this Contract and in the Terms of Referenceof the Objective Selection, in the Strategic Mining Reserve Area defined in thisContract”, as the ANM renders the corresponding SMAs available to the public.

1.4 DEFINITIONS
According to the provisions of Articles 28 and 29 of Act 57/1887, the wording of the
Applicable Law shall be understood in their natural and obvious sense, according to
the general use of same; but whenever the legislator has expressly defined them forcertain matters, they will be given their legal meaning. The technical words of allscience or art shall be taken in the sense given to them by those who profess the samescience or art; unless it is clearly apparent that they have been formed in a different
sense.
Without prejudice to the above, the following definitions are established
for purposes hereof, which may be used both singular and plural:(a) “Award”. It is the decision made by the ANM by means of an administrative act
that determines the Awardee of the Special Mineral Exploration and Exploitation
Contract (s) in SMAs hereunder.
(b) “Awardee”. It is the Participant that has obtained the highest score in the evaluation of
its Offer, Counteroffer or Improved Offer, as the case may be, in accordance with theprovisions hereof.
(c) “Addendum”. Addition, deletion, modification, adjustment, clarification, precision
and/or substitution that the ANM introduces and publishes in the text of the Terms ofReference and/or its Annexes, and in the minutes of the Contracts to be entered into,
as well as in their respective annexes, after the date of publication of the final version.

(d) “AnnA Minería”. It is the Comprehensive Mining Management System called ‘AnnA
Minería’, which was adopted as per Decree 2078/2019 and regulations amending,complementing or superseding it.
(e) “Annex”. It is the set of form and documents attached to the Terms of Reference of the
Objective Selection.
(f) “ANM (or the ANM)”. It is the National Mining Agency, a state agency of a special
nature, of the decentralized sector under the Executive Branch of the National Order,
with legal status, its own patrimony and technical, administrative and financial
autonomy, attached to the Ministry of Mines and Energy, subject to the regulations ofpublic law, legally empowered to develop this Objective Selection.
(g) “Strategic Mining Reserve Areas” or “SMA/SMAs”. Areas declared and defined by the
ANM in accordance with the Applicable Law and available for award throughobjective
selection
processes, prior compliance with the rules set
out in the Terms of Reference.
(h) “Tender Notice”. Communication issued by the ANM and posted on its website and/or
on AnnA Minería informing as to the opening of this Objective Selection Process.
(i) ” Acceptable Bank”. It is a credit establishment incorporated and legally authorized tooperate in Colombia, or any foreign financial institution whose long-term debt risk
rating corresponds to “investment grade”, on the international scale, without accepting
applicable local scales in the country of domicile of the corresponding financial
institution. If it is a credit establishment incorporated and authorized in Colombia, theBank shall have a risk rating for its long-term debt (according to the local scale ofratings approved by the Financial Superintendence of Colombia) of at least AA +according to BRC Investor Services, Fitch Ratings Colombia S.A., Value Risk Rating
S.A. or its equivalent in the case of another rating firm. Similarly, multilateral credit
agencies whose main shareholders are governments and credit agencies whose owners
are governments shall be considered as Acceptable Banks.
(j) “Real Beneficiary”. Any person or group of persons who, directly or indirectly,
themselves or through an intermediary, has – or may have – decision-making capacityin pursuance of securities mandatorily convertible into shares, under a contract,
agreement or any other legal instrument, with respect to a share of a company; i.e. thefaculty or power to vote in the election of directors or representatives or to direct, guideand control said vote, as well as the faculty or power to dispose of and order the
disposal or encumbrance of the share..
Spouses or permanent companions and relatives within the second degree of
consanguinity, second degree of affinity and single degree of civil relation shall be
understood as the same Real Beneficiary, unless it is demonstrated that the subjects
above are acting with independent economic interests.
Similarly, the parent companies and their subordinates constitute the same Real
Beneficiary.
(k) “Counteroffer Presentation Letter”. It is the communication model that appears as
Annex 6 of these Terms of Reference that each Counterofferor shall present along with
their Counteroffer on AnnA Minería. The submittal of this letter through AnnA
Minería shall be understood for all legal purposes as express acceptance of its terms
and consent thereto on the part of the legal representative of the Participant.
(l) “Offer Presentation Letter”. It is the communication model that appears as Annex
5 hereof that each Offeror shall present with its Offer through AnnA
Minería. Submittal of this letter on AnnA Minería shall mean, for all legal purposes,
express acceptance of its terms and consent thereto on the part of the legal
representative of the Participant.
(m) “Conflict of Interest”. It is any situation that prevents impartial decision-making, andaffects or jeopardizes the principles of public procurement – in particular the principlesof transparency, objective selection, administrative equality and operation, according
to the causes or circumstances provided for in the Constitution or the Applicable Law.
(n) “Counterofferor”. It is the Qualified Participant or Restricted Qualified Participant, as
defined in the Resolution of Qualification, who has submitted a Counteroffer within
the framework of the Objective Selection. Only the Qualified Participant or Restricted
Qualified Participant who complies with the necessary qualification requirements of
the Resolution of Qualification may submit a Counteroffer in accordance with
the SMA typology (Type A, Type B and Type C) and as provided in Annex 2 .
(o) “Counteroffer”. It refers to the formal proposal or offer submitted by a Counterofferor,
which is made against the Initial Contract Offer submitted for a specific SMA. This
proposal shall contain the same requirements of an Offer hereunder, and shall outbid

the initial Offer. The Counteroffer must be submitted through AnnA Minería, using
the form provided in Annex 4 for this purpose.
(p) “Additional Consideration”. It is an economic obligation payable by CONTRACTOR in
accordance with the provisions of the Special Mineral Exploration and Exploitation
Contract, which is different but additional to the royalties under the law, and whichshall be calculated in accordance with Annex 7 and the other regulations to be issued
by the ANM in this regard.
(q) “Contract”. It refers to the Special Mineral Exploration and Exploitation Contract(s) in SMAs to be signed between the ANM and the Awardee. For purposes ofperfecting the Contract, the Awardees shall be registered in the National Mining
Registry (Registro Minero Nacional), through which the exploration and exploitationof minerals will be granted at the Awardee’s expense and risk, under the conditions
and limitations provided in the Contract and the Terms of Reference of
the Objective Selection Process in SMAs.
(r) “Data Room”. It is the place where the ANM and/or the Colombian Geological Service
will keep all the documents and information that it has at its disposal available for
consultation and that may be related to the SMAs. The information available in the
Data Room will only be available for reference and will not bind the ANM and/or the
Colombian Geological Service. The Data Room will be available to all interested
parties in accordance with the provisions of paragraph 1.7 of the Terms of Reference.
(s) “Plural Structure”. It is the Offeror or Counterofferor made up of a plural numberof natural, legal, national and/or foreign persons who submit an Offer or Counteroffer,provided they have been qualified as a Plural Structure under the Resolution of
Qualification.
(t) “Private Equity Fund”. A private equity fund incorporated in Colombia under the terms
and conditions provided for in Part 3, Book 3 of Decree 2555/2010; or (ii) a fundincorporated in jurisdictions other that Colombia who meets the requirements laid
down by the Financial Superintendence of Colombia, to be an investment eligible forthe funds managed by Colombian pension funds and severance pay funds (for clarity,
this fund should not have Colombian pension and severance funds as investors).
(u) “Bid Security”. It is the insurance policy, stand-by letter of credit, bank guarantee orbanking endorsement or autonomous patrimony to be taken by the Offeror and/orCounterofferor in favor of the ANM, which aims to guarantee the seriousness of theOffer and/or the Counteroffer and/or the Improved Offer, which shall be submitted inaccordance with the provisions of section 3.3 (b) of the Terms of Reference.
(v) “Contract
Guarantee” or “Contract
Guarantees”. Thesearetheguarantees required from the Contractor in their quality of Awardee, in accordancewith the provisions in the Contract.
(w) ” Member”. It is the natural or legal person that is part of a Plural Structure.
(x) ” Applicable Law ”. It refers to the law, regulations, administrative acts and otherregulations in force in the Republic of Colombia.
(y) “Offeror”. It is the Qualified Participant or Restricted Qualified Participant – as definedin the Resolution of Qualification, who has submitted an Offer within the frameworkof the Objective Selection process. Only the Qualified Participant or Qualified
Restricted Participant who meets the necessary qualification requirements of the
Resolution of Qualification in accordance with the SMA typology (Type A, Type B
and Type C), and as provided in Annex 2 hereto, may submit an Offer.
(z) “Offer”. It is the irrevocable proposal submitted by the Offeror in order to participate in
the Objective Selection Process. The offer shall comply with the conditions andrequirements set forth in the Terms of Reference, and shall be submitted through AnnA
Minería using the format provided for this purpose in Annex 3 hereto.
(aa) “Qualified Offer”. It is the offer which will be considered for the evaluation after
having complied with the requirements in Paragraph 3.3 (d) of the Terms ofReference.
(bb) “Improved Offer”. It is the Offer that can be submitted by the Offeror who submitted
the initial Offer, with better conditions than those established in the most favorable
Counteroffer presented for the SMA.
(cc) “Opportunity for Improvement”. It refers to the opportunity that the Offeror who
submitted the initial offer has to improve its offer, once and for a determined period,
compared to the most favorable offer submitted for the same SMA.
(dd) “Participant”. Refers to a Qualified ParticipantParticipant, as the case may be.

or aRestricted Qualified

(ee) “Qualified Participant”. It is the national or foreign natural or legal person –individually or through a Plural Structure - enabled as a Qualified Participant, as
defined in the Resolution of Qualification.
(ff) “Restricted Qualified Participant.” It is the national or foreign natural or legal person –individually or through a Plural Structure - enabled as a Restricted Qualified
Participant, as defined in the Resolution of Qualification.
(gg) ”Counteroffer Period”. It refers to a single period of fifteen (15) calendar days andgranted only once, during which Participants can submit Counteroffers.
(hh) “Technical Evaluation Plan”. It is one of the elements of the Offer. It shall be as
defined in Annex 11 hereof.
(ii) “Additional Exploration Program”. It is one of the elements of the Offer. It shall be as
defined in Annex 9 hereof.
(jj) “Mandatory Exploration Program”. It is one of the elements of the Offer. It shall be as
defined in Annex 8 hereof.
(kk) “Resolution of Qualification”. It refers to Resolution No. 083, issued on the 9th day of
February of 2021, “Whereby uniform criteria are established to allow the evaluationand qualification of interested parties to participate in the objective selection
processes carried out by the National Mining Agency for the awarding of Strategic
Mining Reserve Areas”, issued by the ANM.
(ll) “Objective Selection”. It
is understood as the process throughwhich the ANM chooses theAwardeein accordance with theseTerms of Reference. This process starts with the Qualified Offer submitted by aParticipant in each SMA offered by the ANM.
(mm) “SMLMV ”. Minimum Legal Monthly Wages in Force (SMLMV, from its original
Spanish language initials: Salario Mínimo Legal Mensual Vigente) in the Republic ofColombia. The procedure below shall be followed whenever it is indicated in theseTerms of Reference that a value must be expressed in SMLMV:(i) The converted values shall use the historical values of SMLMV listed on
the website of the Colombian Central Bank for the year corresponding
to the relevant date for purposes of the specific calculation.

(ii) For purposes of approximation of values already converted to SMLMV, anapproximation shall be made to the closest unit thus: upwards forvalues higher
than,
or
equal
to,
zero point five (0.5); and downwards forvalues lower thanzero point five (0.5).
(nn) “Terms of Reference”. This document and its Annexes which are made available to
the Participants within the Objective Selection process, in which the conditions,deadlines and procedures for the Awarding of SMAs are indicated.
1.5 Interpretation Rules
These Terms of Reference should be interpreted as a whole – i.e. in a comprehensive
manner – and its provisions should not be understood separately from what theirgeneral context indicates. The following criteria shall be followed for purposes ofinterpretation and understanding hereof:(a) The order of chapters and paragraphs of these ToR should not be interpreted as a degree ofpriority among them, unless indicated expressed in otherwise.
(b) The words expressly defined in numeral 1.4 above, written in initial capital letters, shallbe understood only in the sense that they are granted according to their definition.
(c) The terms not defined in the paragraph 1.4 above, which correspond to definitions set
forth in the draft of the Contract, shall be construed in accordance with thesedefinitions and, in this case, they shall also appear capitalized.
(d) The terms defined in the singular include the plural when applicable, and those defined in
the masculine gender include the feminine gender whenever applicable.
(e) Whenever reference is made to “day” or “days” without expressly indicating that they are
calendar days, they shall be deemed to be Business Days for all purposes in accordancewith paragraph 1 of Article 829 of the Commercial Code. All terms shall be counted
as Business Days applicable in the Republic of Colombia, except where expressly
indicated that the terms are granted in calendar days.
1.6 Documents for Objective Selection Process
Below are the documents of the Objective Selection Process:(a) Tender notice.
(b) The Terms of Reference, their Addenda and notices as published in accordance with theApplicable Law.
(c) The Annexes, as are listed below:
ANNEX 1. Strategic Mining Reserve Areas
ANNEX 2. Capacity to participate in the Objective Selection Process
ANNEX 3. Offer Form
ANNEX 4. Counteroffer Form
ANNEX 5. Offer Presentation Letter
ANNEX 6. Counteroffer Presentation Letter
ANNEX 7. Additional Considerations Form
ANNEX 8. Mandatory Exploration Program Form
ANNEX 9. Additional Exploration Program Form
ANNEX 10. Contract Minutes
ANNEX 11. Technical Evaluation Plan Form
ANNEX 12. Guide to access to the information on the Data Room of the Colombian
Geological Service.
1.7 Data RoomThe Offerors and Counterofferors may obtain documentation and information that may
be related to the Contract and the SMAs in the Data Room. Access to this Data Roomwill be granted for a specific time and will be governed by the terms defined in Annex
12. The Data Room will be available to all interested parties after meeting the accessrequirements defined in the abovementioned Annex 12.
Each of the documents available in the Data Room has its upload or generation date.
Availability of the documents uploaded in the Data Room is only intended to facilitate
access to the information gathered by the Colombian Geological Service and/or the
ANM and/or any other public agency of the national or local order. Therefore, thedocuments contained therein will be available for informational purposes only, and it
shall be understood that it is not information that generates any obligation or liability
for the Agency, and is not part of the Terms of Reference or of the Contract.
In light of the foregoing, these documents will not serve as a basis for any claim during
the execution of the Contract, nor for any additional financial recognition between theparties not provided for in the Contract. Neither will they serve to exonerate thefulfillment of any of the obligations acquired by the parties by virtue of the Contract.
As a consequence of the foregoing, the Offerors and Counterofferors must take into
account (when preparing their Offer or Counteroffer) that the calculation of income,costs, expenses and risks, and any other financial information – whatever they may be– must be based strictly in their own technical studies and in their own estimates. In
any case, the technical estimates made by the Offerors or Counterofferors for thesubmittal of their Offer or Counteroffer must take into account the fact that theexecution of the Contract will be governed entirely by the provisions of said Contract,
as well as the Terms of Reference, and that its economic calculations must include all
the aspects and requirements as necessary to comply with each and every one of thecontractual obligations and assume the risks foreseen in said documents.
1.8 Publicity and communications
The ANM shall publish these Terms of Reference and any other documents relating tothis Objective Selection Process on the website of the entity and/or on AnnA Minería.
All correspondence to be generated or happening in connection with this Objective
Selection
Processshouldbe submitted
electronicallyon
AnnA
Minería, unless otherwise provided by the ANM.
1.9 Reserved Information
If an Offer or the Counteroffers contain reserved information in accordance with theprovisions of the Applicable Law, such quality must be indicated expressing the legal
norms that serve as its foundation. This condition must be indicated in the Offer
Presentation Letter (Annex 5) listing the documents in which said information rests,
under penalty of not taking the information into account as reserved. If said
information is not identified or if, in the opinion of the ANM, it should not be treatedas reserved because it is not legally protected as such, the ANM will not have theobligation to keep confidentiality regarding it. In any case, the ANM reserves the rightto reveal said information to its agents or advisers, in order to evaluate an Offer and /or Counteroffers.
The ANM, its agents and advisers will be obliged to maintain confidentiality of theinformation that – according to the Applicable Law – is considered as such. However,the ANM, its employees, agents or advisers will only be liable for the damages derived

from the disclosure of reserved information contained in the respective Offer and / orCounteroffers, in the terms established in article 90 of the Political Constitution and
the Applicable Law. In the event that the confidentiality of any information is notindicated in the Offer or Counteroffer, or the rules on which said reservation is based
are not cited, or they are not applicable, the ANM will not be responsible for theirdisclosure.
The Offerors or Counterofferors guarantee that all the information disclosed andprovided to the ANM that includes data and personal information, will be dealt within accordance with the provisions established in the jurisdictions from which they
originate and/or where the information comes from and, in this case, in compliancewith Act 1581/2012 and Decree 1377/2013. Similarly, the Offerors or Counterofferors
guarantee that all the necessary consents and authorizations have been obtained so that
the ANM can use the information contained in the Offer or Counteroffer in its selection
process, including – but not limited to – ensuring that all appropriate consents for thetransfer of such personal information in the applicable jurisdiction (s) have beenobtained.
2. STRATEGIC MINING RESERVE AREAS OFFERED
2.1 Overview
The SMAs to be awarded hereunder correspond to those defined in Annex
1. This Annex will be published with the tender notice of each SMA.
The information contained in these Terms of Reference – specifically the information
contained in this chapter – is for reference with respect to the execution of theContract. The ANM does not guarantee that the forecasts and estimates made by theAwardee based on the information given herein will be met during the execution of
the contract which, it is reiterated, is at the Awardee’s own expense and risk.
Publication of these Terms of Reference for Consultation on the part of Participants,
as well as any information rendered available to the Offerors or Counterofferors in theframework of this Objective Selection Process, be it in the verbal or written form, bypart of the ANM, its officials or other members, shall not be regarded as advice inlegal, tax, accounting, financial, technical matters or of any other nature.
This Objective Selection Process will be conducted on AnnA Minería, unless the
ANM expressly provides
otherwise. Therefore,references to “presenting” or “submitting”, inter alia, shall refer to the submittal orfiling on AnnA Minería, as required by said platform to the Participants.
2.2 Conditions relating to SMAs
The ANM may reassess the specific conditions of SMAs from time to time and,
if deemed appropriate, may start a new selection process for the corresponding SMA,
by adjusting the conditions specific to that Strategic Mining Reserve Area (SMA).
3. OBJECTIVE SELECTION PROCESS
3.1 General Description
The Objective Selection Process will have a maximum duration of six (6) months fromthe date a Qualified Offer is submitted. This process is divided into the following
stages:1. Submittal of the Offer.
2. Evaluation of the Offer.
3. Publication of the Offer Evaluation Report.
4. Term to submit Counteroffers.
5. Evaluation of the Counteroffers submitted.
6. Publication of the Counteroffer Evaluation Report.
7. Opportunity to submit Improved Offer.
8. Evaluation of the Improved Offer.
9. Final evaluation report.
10. Contract Award.
3.2 Schedule
In accordance with the foregoing steps and the provisions in this Section 3, theschedule of the selection process shall be as follows:

#

1.
2.
3.

4.
5.

6.

7.

8.

9.

Activity

Party
Responsi
ble
Submittal of the Offer Participants
Evaluation of the Offer ANM
Publication of theOffer Evaluation
ReportTerm to submit
Counteroffers
Evaluation of theCounteroffers
submitted
Publication of theCounteroffer
Evaluation Report
Opportunity to submit
Improved Offer

ANM

Evaluation of the Imp
roved Offer

ANM

Publication of
the Final evaluation
report10 Contract Award.

5

Participan
ts
ANM

ANM

Participants

ANM

ANM and
ParticipantsTerm / Date

Any date from the entry into force
hereof
5 days from the date of receipt of anOffer
The day following the date of completi
on ofthe evaluation of the Offer5
15 calendar days after the publicationof the Offer Evaluation Report
10 days from the expiration date of thedeadline for the submittalof Counteroffers
The day following the date of complet
ion ofthe evaluation of the Counteroffer
15 calendar days after the publicationofthe report of evaluation of the Counter
offers10 days from the expiration date of thedeadline for the submission of the Imp
roved Offer
The day following
the date of completion of
the evaluation of the Improved Offer
The same day of publication of the
final evaluation report

The Bid evaluation report will determine whether the Bid submitted is considered a Qualified Bid in accordance withthese Terms of Reference. If the Offer is a Qualified Offer, the ANM will continue to Step Four (4) of the Selection
Process and forward the Qualifying Offer to the other Qualified and Restricted Qualified Participants for the presentationof Counteroffers. If the ANM determines – in its Offer evaluation report – that the Bid submitted is not a Qualified Bid,
the Selection Process will return to step one (1) – i.e. the ANM will reopen the selection process for the submittal of
Offers on the part of Qualified Participants and Qualified Restricted Participants.

In the event that this section 3 and its subsections do not establish a specific term forany of the stages of the selection process, the periods specified in the schedule above
will be taken as definitive terms to complete each stage, either on thepart of the Participants or on the part of the ANM.

3.3 Offer(a) Overview
Qualified Participants or Restricted Qualified Participants may participate in thisObjective Selection and submit an Offer, in accordance with the provisions of the
Resolution of Qualification, and shall comply with the requirements established in
Annex 2 that will be published with the Tender Notice every time that an SMA isavailable for award. Qualified Participants or Qualified Restricted Participants may
participate individually or under Plural Structures. In any case, they must provide theirrespective Resolution of Qualification in force at the time of submitting an Offer.
Qualified Restricted Participants who submit an Offer must provide the documentation
required in paragraph 3.11 of these Terms of Reference, under penalty of enforcementof the Bid Security.
Once the ANM receives an Offer from an Offeror for an SMA, it will be blocked on
AnnA Mining and no further Offers shall be received for that same SMA until the
period of receipt of Counteroffers is opened, or the Offer received fails to meet therequirements of a Qualified Offer. Therefore, when the ANM receives a Qualified
Offer, the provisions of section 3.4 will apply for the submittal of Counteroffers.

Thus, the ANM will only accept the first Offer submitted; any remaining Offers shallnot be received by AnnA Minería.
(b) Bid Security
The Bid Security can be presented under the following forms: (i) insurance
contract contained in a policy, (ii) autonomous equity, (iii) bank guarantee or bank endorsement, or (iv) stand-by letter of credit. When the Offer or Counteroffer ispresented by a Plural Structure, the Bid Security shall be issued in the name ofeach of its Members.

Foreign Offerors without a domicile or a branch in Colombia may submit a standby letter of credit issued by foreign financial entities, confirmed by a local
bank and payable in Colombia. Participants without a domicile or a branch in
Colombia would be deemed foreigners only for these purposes.
The Bid Security shall remain in force for six (6) months, from the date of presentationof the Offer, the Counteroffer or the Improved Offer (as the case may be), but in any
case its validity must be extended when the ANM decides to extend the deadlines forthe submittal of an Offer and/or Counter-offers, for the evaluation and Award of theContract and/or for the signing of the Contract and/or whenever it becomes necessary
for the Bid Security to remain in force until the date whereupon the Contract
Guarantees are presented, or whenever said terms are suspended by means of a
substantiated resolution issued by the ANM. Failure to extend the Bid Security shalllead to the rejection of the Offer and/or the Counteroffer.
The Bid Security shall comply with the following requirements:(i) The Bid Security shall be granted in favor of the ANM.
(ii) The Bid Security indicate the number and object of the relevant Objective Selection
Process.
(iii) The policyholder shall be the Offeror or the Counterofferor. In cases of Plural
Structures, the Bid Security shall be issued in the name of each one of its members,
indicating their corresponding percentage share in the Plural Structure.
(iv) The value insured shall correspond to ten per cent (10%) of the Total Valuecorresponding to the Exploratory Program Required provided with the respective
offer or counteroffer.
The Bid Security shall protect against damages resulting from breach of the Offer (or theCounteroffer) in the event that the Offeror (or the Counterofferor) becomes theAwardee of the relevant Objective Selection Process. For the purposes hereof, it isunderstood that there shall be non-compliance on the part of the Awardee in thefollowing events:(v) Not signing of the contract in the terms and within the terms and conditions provided in
the Terms of Reference, without just cause.
(vi) Not extending the validity of the Bid Security when the term provided in the Terms ofReference for the awarding of the contract is extended, or when the term provided forthe signing of the contract is extended for a term not exceeding three (3) months.

(vii) The Awardee fails to present the Contract Guarantees as required by the ANM in theContract, in full compliance of the conditions and requirements asapplicable, according
to the terms provided in the contract and according to theprovisions the Applicable Law. The conditions and requirements of the Contract
Guarantees may be verified in Annex 10 hereof.
(viii) Withdrawal of the Offer or the Counteroffer or the Improved Offer, after the expirationof the term for submittal thereof.
Whenever there is a breach of any of the aforementioned obligations, the full value ofthe Bid Security shall be enforceable. For this purpose, it will sufficient for the ANM
to present the effective administrative act declaring breach on the part of
the Offeror, of the Counterofferor or Awardee, as appropriate, the foregoing without
prejudice to the due process all Participants are entitled to.
Payment of the Bid Security when it becomes enforceable shall be punitivein nature, without prejudice to the right that the ANM has to demand additional
compensation for damages caused or to be caused by such breach.
Failure to present the Bid Security shall be grounds for rejection of the Offeror Counteroffer. If the Bid Security is presented, but it has errors in its presentation
vis-à-vis the requirements contained in this paragraph, the ANM may request
its correction. Should said correction not be delivered by the Offeror or theCounterofferor at the satisfaction of the ANM within the term provided for thispurpose, it will be understood that the Offeror or the Counterofferor is not willing toparticipate and their Offer, Counteroffer or Improved Offer shall be rejected.
If the Offeror presents an Improved Offer, the latter shall modify the Bid Security
presented with its Offer or present another Bid Security different from the one initiallypresented, thus:(i) The guaranteed amount of the Bid Security for the Improved Offer shall be
adjusted according to the increase in the Improved Offer as compared to the initial
Offer. Therefore, the amount guaranteed by the Bid Security for the Improved Offer
should increase in its value but in no case shall it increase at a value exceeding
twenty percent (20%) above the guaranteed amount in the initial Offer; and(ii) The term of the guarantee to support the Improved Offer shall be six (6) months fromthe date of submittal of the Improved Offer.

Notwithstanding the foregoing, the Improved Offer shall be submitted in compliancewith the terms and conditions provided in these Terms of Reference, alongside the Bid
Security meeting the abovementioned requirements.
(c) Alternative Offers
The presentation of partial Offers, Counteroffers or Improved Offers shall not beallowed – i.e. Offers submitted for a part of the object or scope of the Contract. Neither
shall alternative Offers, Counteroffers or Improved Offers be accepted – i.e. thosepresented with technical and economic proposals which differ from those required inthese Terms of Reference.
(d) Contents of the Offer
An Offer shall be submitted in Spanish, through the AnnA Minería system inthe electronic forms provided for these purposes, and shall contain the following:(i) Presentation Letter
The Offeror shall submit the Offer Presentation Letter as under Annex 5 hereof.
Acceptance of the content of the Offer Presentation Letter on AnnA Minería will, for
all legal effects, have the same effects as though it had been signed by the legal
representative of the Offeror, the representative of the Plural Structure or the Offeror,in the case of natural persons.
(ii) Bid Security
To guarantee the terms of the Offer and ensure that it can be considered,each Offeror shall include a Bid Security with their Offerin the terms of
the Decree 1082/2015
and in accordance withtherequirements outlined in
the paragraph 3.3 (b) above.
(iii) Additional Consideration
The Offeror shall submit its Offer by filling out the forms provided to offer
the Additional Consideration as under Annex 7.
(iv) Mandatory Exploration Program

The Offeror shall submit the
Mandatory
Explorationout the forms provided for this purpose in Annex 8.

Program,filling

Programfilling(v) Additional Exploration Program
The Offeror shall submit its
Additional
Explorationout the forms provided for this purpose in Annex 9.
(vi) Technical Evaluation Plan
The purpose of the Technical Evaluation Plan is to allow the Offeror to evaluate thepotential of the SMA for which it is submitting its Offer, and to identify the elementsthat allow it to define whether the Offeror wishes to continue with the exploration stageof the Contract on all or part of the SMA, as indicated in paragraph 6.4 (a).
The Offeror shall submit the format specified in Annex 11 of theseTerms of Reference with its bid, submitting to the ANM its Technical Evaluation
Plan. With this Annex, the Offeror shall inform the ANM as to the activities it expects
to develop in the year provided for this purpose, extendable for up to one additional
year. The Technical Evaluation Plan shall contain its work program, which shall be
developed under the exclusive operational responsibility of the Offeror.
This element of the offer will not be taken into account in the evaluation
stage. Its content willbe essential for
the ANM toverifythe progress of the activities of the Awardee, and to manage information obtained indeveloping this stage of the Contract as under Annex 10 of the Terms of Reference.
(e) Evaluation of the Offer
Upon submittal of the Offer, it will be evaluated by the ANM during a period of five(5) days and in accordance with the following criteria:(i) Mandatory Exploration Program
The Offeror shall fill out Annex 8 of the Terms of Reference indicating the activities
offered within the Mandatory Exploration Program in accordance with therequirements established for the type of SMA in which the Offeror will present theOffer. The ANM shall assign the score corresponding to each unit of exploratory
activity included by the Offeror in Appendix 8. The Offeror shall meet the minimumscore required for the corresponding SMA, in accordance with the provisions ofAnnex 1.

Once the ANM verifies compliance with the minimum score required for the
Mandatory Exploration Program, the ANM shall proceed with the evaluation of theother elements in the Offer.
The Mandatory Exploration Program shall not award a score to the Offeror as theminimum required score is mandatory to be submitted by an Offeror with their Offer.
No Offers with a Mandatory Exploration Program score below the score accepted as
set out in Annex 1 shall be accepted.
(ii) Additional Exploration Program
The Offeror must fill out Annex 9 of the Terms of Reference indicating the activities
offered within the Additional Exploration Program in accordance with therequirements established for the type of SMA in which it will present its Offer. The
ANM will assign the score corresponding to each unit of exploratory activity
included by the Offeror in Annex 9. The Offeror has full freedom to provide thescore of the Additional Exploration Program as deemed suitable by the exploratory
activities expected to develop in the exploration step of the Corresponding SMA.
The Mandatory Exploration Program will award a score to the Offeror in accordancewith the activities (and amounts) offered in the Offer, in accordance with the table inAnnex 9.
(iii) Additional Consideration
Having once verified compliance with the requirements established in the section
above for the Mandatory Exploration Program and the Additional Exploration
Program, the ANM shall proceed to evaluate the additional consideration.
The Offeror must fill out Annex 7 of the Terms of Reference, indicating the
Additional Consideration offered by the Offeror, as indicated in Annex 7.
The Additional Consideration will not award a score to the Offeror.
(iv) Elements to be scoredOnce the fulfillment of the requirements established above has been verified, the ANM
shall proceed to evaluate the Offer submitted for the Additional Exploration Programand shall award the corresponding scores:(A) For the Additional Exploration Program, the score will be assigned in accordance with theactivities offered in line with the provisions of Annex 9 hereof.
(B) In the event that it is observed in the evaluation of the Mandatory Exploration Program thatthe score required by the ANM for compliance purposes is exceeded, the additional scorewill be added to the score awarded to the Additional Exploration Program, for the
purpose of selecting the winning Offer or Counteroffer.
(v) Arithmetical Corrections(A) The ANM
shall
only
make
arithmeticalcorrections
originatedthe arithmetic operations that may take place in the Offer and its Annexes.

by(B) The ANM shall proceed to award the SMA based on the total corrected value of the Offer.
(f) Offer Evaluation Report
After evaluating the Offer in accordance with the provisions hereof, in the event that
the Offer:(i) Is in compliance with all the requirements in paragraph 3.3 (d), the ANM shall publicize
the Qualified Offer and its evaluation report within the term specified in the schedule,
for the Qualified Participants or Qualified Restricted Participants may present
Counteroffers under the terms established in section 3.4 below. This stage shall be
developed in abidance by the provisions of paragraph 1.9 hereof.
(ii) Fails to comply with all the requirements in paragraph 3.3 (d), the ANM shall proceed to
unlock the SMA for which said offer was submitted which does not meet therequirements, for Qualified Participants and/or Qualified Restricted Participants tosubmit a new Offer for that SMA, in compliance with the provisions of section 3.3
hereof.
3.4 Counteroffers(a) Overview

Qualified Participants or Restricted Qualified Participants may participate in thisObjective Selection Process and submit a Counteroffer in accordance with theprovisions of the Resolution of Qualification, and in compliance with therequirements established in Annex 2. Qualified Participants or Qualified Restricted
Participants may participate individually or under Plural Structures. In any case,
Qualified Participants or Restricted Qualified Participants shall provide their updated
Resolution of Qualification at the time of submitting a Counteroffer.
In the event that a Participant has Restricted Qualification but complies with theprovisions in the aforesaid Annex 2, the Qualified Restricted Participant may
participate in the relevant Objective Selection Process and submit a counteroffer.
Notwithstanding the foregoing, in the event that the Counteroffer proves to be thebest offer in the Selection Process, the Qualified Restricted Participant shall comply
with the provisions of Clause 3.11 of these Terms of Reference, under penalty ofenforcement of the Bid Security.
Once the evaluation report for the Qualified Offer has been published, the Qualified
Participants and/or Qualified Restricted Participants shall have a term of fifteen (15)calendar days to submit Counteroffers.
The ANM shall receive all the Counteroffers submitted by the Qualified Participants
and Restricted Qualified Participants through AnnA Minería for theirsubsequent evaluation against the Qualified Offer. The best of all Counteroffers would
be selected by the ANM to continue to the Opportunity for Improvement stage as
under Section 3.5.
(b) Content of the Counteroffers
Counteroffers shall be submitted in Spanish through AnnA Minería inthe electronic formats provided for this purpose and must contain:(i) Presentation Letter
The Counteroffer must submit the Counteroffer Presentation Letter contained in
Annex 6 hereof. Acceptance of the contents of the Counteroffer Presentation Letter on
AnnA Minería shall have the same effects for all legal purposes as though it had beensigned by the Legal Representative of the Counterofferor, the representative of the
Plural Structure or the Counterofferor, in the case of natural persons.
(ii) Bid SecurityTo guarantee the terms of the Counteroffer, and so that it can be taken into
consideration, each Counterofferor shall include a Bid Security with its Counteroffer
in terms of Decree 1082/2015 and in accordance with the requirements stated in
section 3.3 (b).
(iii) Additional Consideration
The Counterofferor shall submit its Counteroffer by filling the formats to offer
additional consideration as under Annex 7.
(iv) Mandatory Exploration Program
The Counterofferor must submit the Mandatory Exploration Program by filling out
the forms provided for said purpose as under Annex 8.
(v) Additional Exploration Program
The Counterofferor shall submit its Additional Exploration Program by filling out theforms provided for said purpose in Annex 9.
(vi) Technical Evaluation Plan
The Technical Evaluation Plan seeks to allow Counterofferors to evaluate thepotential of the SMA for which they submit their Counteroffer, and to identify theelements to define if they desire continue to the Contract exploration stage on thewhole or a part of the SMA, as indicated in section 6.4 (a).
The Counterofferor must submit the format provided in the Annex 11 hereof with
their Counteroffer, wherein the Counterofferor presents the Technical Evaluation
Plan to the ANM. Through this Annex, the Counteroffer shall inform the ANM as tothe activities that it expects to develop in the year provided for this purpose,
extendable for up to one more year. The Technical Evaluation Plan shall contain its
work program, which will be developed under its exclusive operational
responsibility.
This element of the Counteroffer shall not be taken into account at the time ofmaking its evaluation. Its content will be essential for the ANM to verify the progressof the Awardee’s activities and manage the information obtained in the developmentof this stage of the Contract contained in Annex 10 of the Terms of Reference.
(c) Evaluation of the Counteroffers

Once the deadline for submitting Counteroffers has expired, the Counteroffers shall be
evaluated by the ANM for a period of ten (10) days. The Counteroffers shallbe evaluated in accordance with the following criteria:(i) Mandatory Exploration Program
The Counterofferor shall fill out Annex 8 of the Terms of Reference indicating theactivities offered within the Mandatory Exploration Program in accordance with therequirements established for the type of SMA in which the Counterofferor will
present a Counteroffer. The ANM shall assign the corresponding score for each unitof exploratory activity included by the Counteroffer in Annex 8. The Counteroffer
shall comply with the minimum score required for the corresponding SMA, in
accordance with the provisions of Annex 1.
One time the ANM verifies compliance with the minimum score required for the
Mandatory Exploration Program, the ANM shall proceed with the evaluation of theother elements of the counteroffer.
The Mandatory Exploration Program shall not award a score to the Counteroffer as
the minimum score required must be presented by a Counterofferor with its
Counteroffer. Counteroffers with a Mandatory Exploration Program lower than as
established in Annex 1 shall not be accepted.

(ii) Additional Exploration Program
The Counteroffer shall fill out Annex 9 of the Terms of Reference indicating theactivities offered within the Additional Exploration Program in accordance with therequirements established for the type of SMA in which the Counterofferor will present
a Counteroffer. The ANM will assign the corresponding score for each unit of
exploratory activity included by the Counteroffer in Annex 9.
The Counterofferor shall submit a score in the Additional Exploration Program with
its Counteroffer that improves the score of the Additional Exploration Program
presented by the Offeror. The higher the number of points offered by theCounterofferor in its Counteroffer under the Additional Exploration Program, thehigher the score of its Counteroffer.
The Mandatory Exploration Program will award a score to each Counteroffer inaccordance with the activities (and amounts) offered in the Counteroffers, inaccordance with the table in Annex 9.

(iii) Additional Consideration
Once compliance with the requirements has been verified as established in thesection above for the Mandatory Exploration Program, the ANM shall evaluate theAdditional Consideration.
The Offeror shall fill out Annex 7 of the Terms of Reference indicating the
Additional Consideration offered by the Offeror, as indicated in the Annex 7.
(iv) Elements to be scored
Once the fulfillment of the requirements established above has been verified, the ANM
shall proceed to evaluate the Counteroffers submitted for the Additional Exploration
Program and shall award the corresponding scores:(A) For the Additional Exploration Program, the score will be assigned in accordance with theactivities Counteroffered in line with the provisions of Annex 9 hereof.
(B) In the event that it is observed in the evaluation of the Mandatory Exploration Program thatthe score required by the ANM for compliance purposes is exceeded, the additional scorewill be added to the score awarded to the Additional Exploration Program, for the
purpose of selecting the winning Offer or Counteroffer.
(v) Arithmetical Corrections(A) The ANM
shall
only
make
arithmeticalcorrections
originatedthe arithmetic operations that may take place in the Offer and its Annexes.

by(B) The ANM shall proceed to award the SMA based on the total corrected value of the Offer.
(d) Counteroffer Evaluation Report
Once the Counteroffers received have been evaluated in accordance with theprovisions of this paragraph and within the deadline foreseen in the schedule, theyshall be scored in order, in accordance with the score assigned by the Additional
Exploration Program presented in each counteroffer. The greater the number ofpoints offered by a Counteroffer in their Counteroffer under the Additional
Exploration Program, the higher the score of their respective Counteroffer.
In the event that one or more Counteroffer (s) meet all the requirements demanded innumeral 3.3 (d) and exceed the initial Offer, the ANM shall forward the mostfavorable Counteroffer and the Counteroffer Evaluation Report to the initial Offeror,so the initial Offeror can exercise its Opportunity for Improvement. The provisionsof paragraph 1.9 hereof will be taken into account for this transfer.
(e) Counteroffer tiebreakerIn the event that two (2) or more Counteroffers:(i) Offer the same score in the Additional Exploration Program, the tiebreak criteria
for such Counteroffers shall be the Additional Consideration. Therefore, in thisevent the Counteroffer that presents the highest Additional Consideration
would become the best Counteroffer;(ii) Or they offer the same Additional Consideration, but a Counteroffer has a higherscore with respect to the Additional Exploration Program, the best Counteroffer
would be the one that presented the highest score in the Additional Exploration
Program. Therefore, a tie in the Additional Consideration will not be analyzed
if any Counteroffer has a higher score with respect to the Additional
Exploration Program;(iii) Or they offer the same score in the Additional Exploration Program and in the
Additional Consideration; in this case the tiebreaker criterion of said
Counteroffers shall be whoever filed the Counteroffer first, in accordance withthe date and time of filing registered on AnnA Minería for this purpose.
.
3.5 Or Improvement Port(a) General information
Once the Counteroffer evaluation report has been published, the initial
Offeror shall have a term of fifteen (15) calendar days to exercise its
Opportunity for Improvement. The Opportunity for Improvement would
be exercised exclusively by the initial Offeror with respect to the mostfavorable Counteroffer (the best Counteroffer) as determined in theCounteroffer evaluation report published by the ANM.
(b) Contents of the Improved Offer
The Improved Offer shall be presented in Spanish through AnnA Minería
on the electronic formats prepared for these purposes, and shall have thesame content of the Offer. Should the initial Offeror wish to exercise theirOpportunity of Improvement, the initial Offeror shall submit the Improved
Offer with all the requirements in paragraph 3.3 (d), exceeding the mostfavorable score of Counteroffer.

(c) Evaluation of the Improved Offer
Once the deadline for submitting the Improved Offer has expired, it will be evaluatedby the ANM for a period of ten (10) days. The Improved Offer shall be evaluated inaccordance with the evaluation criteria of the Counteroffers.

3.6 Final Evaluation Report
Once the Improved Offer (if applicable), the Offer and the Counteroffer which aremost favorable to the ANM have been evaluated, the ANM shall publish the final
evaluation report through a substantiated administrative act within the term scheduledin the timetable and award the process to:(a) The Offeror, in the event that no Counteroffer is presented (or the Counteroffers
presented do not comply with the requirements hereof and are rejected by theANM); or(b) The Counteroffer, in the event that a Counteroffer is better than the initial Offer
and the initial Offeror does not present an Improved Offer (or the Improved
Offer presented does not comply with the requirements hereof and isrejected by the ANM); or(c) The Offeror, in case the Improved Offer is better than the most favorable
Counteroffer (provided the Improved Offer meets the requirements hereof andis not rejected by the ANM).
3.7 Validity of the Offer and Counteroffers
Each Offer and Counteroffers presented shall be valid for three (3) months from theirdate of submittal, but in any case this validity shall be understood as automaticallyextended when the ANM resolves to extend the terms provided for the evaluation ofeach Offer and/or Counteroffers and/or the Award of the Contract and/or for thesubscription of same by means of a substantiated act. The extension must be for aperiod equal to that of the extension or extensions determined by the ANM, provided
said extension does not exceed three (3) months.

3.8 Rejection of the Offer or Counteroffer
Following are the grounds for rejection of the offer, of a counteroffer or the
Improved Offer:(a) When the same person or constituent of a Plural Structure presents, or makes partof, more than one offer or counteroffer for an Objective Selection Process for thesame SMA; or when same person or constituent of a Plural Structure are involved
through a subsidiary company, or through the parent company, of people orcompanies that have the status of Real Beneficiary of the Offeror or Counterofferorof its members, associates, partners or Real Beneficiaries; or through third parties
with whom the same person or constituent of a Plural Structure has a relation of kin
up to the second degree of affinity or first civil degree if the Offerors,
Counterofferors or their members were natural persons.
(b) The Offeror, the Counterofferor or any of the members of the Plural Structure arereported in the Bulletin of Individuals Fiscally Liable (Boletín de Responsables
Fiscales) issued by the General Comptroller of the Republic.
(c) The Offeror or Counterofferor are involved in an insurmountable Conflict ofInterest. It will be understood that there is an insurmountable Conflict of Interest
when the Offeror or the Counterofferor, prior request of the ANM, fails todemonstrate the non-existence of a Conflict of Interest.
(d) The Offeror or the Counterofferor are on grounds of incompatibility or inability,
even becoming so incompatible or unable after the submittal of the Offer or theCounteroffer.
(e) The Offeror or the Counterofferor does not have the financial capacity to fulfill
the obligations under the contract, which shall be presumed in case of being linked toa process of compulsory liquidation in accordance with the Applicable Law.
(f) Failure to submit the Bid Security along with the offer, the Counteroffer and/or
the Improved Offer.
(g) Submitting the offer or the Counteroffer with crossings or erasures.

(h) When the Offer or the Counteroffer are submitted on condition of compliance ofany conditions or modalities.
(i) When partial Offers and/or partial Counteroffers and / or a partial Improved Offer
are submitted.
(j) When requirements or Annexes are omitted to prevent the objective analysis andcomparison of an Offer, the Counteroffers or the Improved Offer.
(k) When submitting an Offer, Counteroffer or Improved Offer with errors that ANM
cannot remedy ex officio for being errors different from calculation or arithmetic
mistakes.
(l) When the Offeror or Counterofferor has tried to interfere or unduly influence theanalysis of the Offer, of the Counteroffers and/or of the Improved Offers, or in theact of Awarding.
(m) When the Offeror or Counterofferor has an outstanding debt with the ANM on
payment of economic considerations arising from mining permits, provided that said
debt is not subject to a payment agreement.
(n) When the Offeror or the Counterofferor has serious or repeated breaches ofcontractual obligations in other mining permits in force before the ANM.
(o) Any other event described in these Terms of Reference or provided in the
Applicable Law as cause for rejection.
Whenever reference is made to the Offeror or the Counterofferor herein, it should beunderstood to also refer to each one of the members of the Plural Structure – whereapplicable.
3.9 Grounds for non- assignment of SMAs and effects
The ANM shall not assign the SMAs in the following events:(a) When no Offers are presented.
(b) When no Offers are Qualified after the evaluation conducted by the ANM.

(c) Whenever there are reasons or motives that – according to the ANM – call into
question the transparency of the Objective Selection Process and, in consequence,
prevent the objective selection of the Offeror or of the Counterofferor.
(d) Whenever the Qualified Restricted Participant does not comply with theprovisions in paragraph 3.11.
In the event that the ANM decides not to assign the SMA for any of the reasons
above, the SMA will continue to have its characteristics and qualities without
implying that they will become free areas under the terms established by the
Applicable Law.
3.10 Return of guarantees
A The Awardee of the contract will not be refunded the Bid Security until such timeas the Contract Securities have been submitted and approved, which shallbe underwritten in accordance with the provisions in of the Contract (Annex 10).
The Bid Securities shall be returned to Offerors and/or Counterofferors not Awarded
within fifteen (15) calendar days following the Awarding.
3.11 Additional requirements for Qualified Restricted Participants
In the event in which the Awardee is a Qualified Restricted Participant, the lattershall submit to the ANM a bank guarantee, bank endorsement or first demand, standby letter of credit or an irrevocable commitment of investment issued by a Private
Capital Fund within three (3) months of the entry into effect of the administrative actof the Final Evaluation Report as under paragraph 3.6 hereof, on the terms set forth
below:(a) Bank guarantee, bank endorsement or first demand, stand-by letter of credit(i) The guarantee shall be irrevocable, unconditional and on first demand and shallbe issued by an Acceptable Bank.
(ii) It shall be a financial instrument like a bank guarantee, bank endorsement or standby letter of credit complying with the requirements hereof.
(iii) Specific conditions:(A) Holder: Qualified Restricted Participant. In the case of a Plural Structure, theholders shall be each Member of said Plural Structure.

(B) Issuer: Acceptable Bank(C) Beneficiary: the ANM.
(D) Minimum term: three (3) year (s) from the date of signing of the contract.
(E) Value: the guarantee shall support the financial capacity of the Qualified
Restricted Awardee, as applicable. In this regard, its value must correspond at
least to the amounts to be executed in accordance with the Offer, Counteroffer
or Improved Offer, as the case may be, for the Mandatory Exploration
Program and the Additional Exploration Program.
(iv) Additional conditions:(A) Reduction of the value: the guarantee may be reduced annually to reflect
the pending amounts to be executed according to the progress in investments
under the Mandatory Exploration Program and the Additional Exploration
Program.
(B) Extension: the minimum term of the guarantee must be extended or renewed, as
the case may be, until such time as all the investments under the Mandatory
Exploration Program and the Additional Exploration Program have been
executed.
(v) In addition to the first demand bank guarantee, the Awardee shall prove the legal capacityof the signatory. To this effect, the Awardee shall provide the certificate of existence
and legal representation issued by the Financial Superintendence if the Acceptable
Bank is Colombian, or the equivalent document in the jurisdiction of its incorporation
if the Acceptable Bank is not Colombian.
(b) Irrevocable commitment of investment(i) The Awardee with Restricted Qualification may support its financial capacity through an
irrevocable
investmentcommitment
issuedbya Private Capital Fund. For this purpose, said Awardee must provide
a copy of
the minutes of the investment committee of the Private Capital Fund in which thefollowing is stated:(A) Size of the Private Capital Fund, which shall correspond to the sum of investmentcommitments signed for it. If the commitment of investment is issued by acompartment of a Private Capital Fund, the size shall correspond to the sum of thecommitments of investment for the respective compartment.

(B) Value of Investment Commitments not disbursed to the Private Capital Fund (orthe respective compartment).
(C) Value authorized by the committee of investment to support the financial abilityof the Awardee. This value shall be at least equal to the amounts offered in the Offer,
Counteroffer or Improved Offer, as applicable, for the Mandatory Exploration
Program and the Additional Exploration Program. If there are additional authorizationsin the corresponding act, such information may be omitted by submitting an extract ofthe minutes, duly signed by the secretary of the respective meeting.
(D) Expressed attestation that the value of investment is authorized within the limitsof concentration of investments foreseen in the regulations of the Private Capital Fund
and/or the regulations or rules applicable to the compartment concerned.
The ANM will have a term of five (5) days from the date of submittal of the bank guarantee,bank endorsement of first request stand-by letter of credit or the irrevocable commitment ofinvestment by the Private Equity Fund, in order to validate compliance with therequirements established herein. In the event that it is necessary to make precisions orclarification, the ANM may require the Awardee to do so, and the latter shall provide ananswer in a term not exceeding ten (10) days from the date whereupon the ANM submits
said requirement. In the event that the Awardee fails to submit the the bank guarantee, bankendorsement of first request stand-by letter of credit or the irrevocable commitment ofinvestment by the Private Equity Fund within the term provided, or in the event that theAwardee fails to respond to the requirement of the ANM within the term provided above, orin the event that Awardee responds insufficiently, the ANM shall proceed to enforce the Bid
Security and may start the Objective Selection Process for the respective SMA anew.

4. ADDITIONAL CONSIDERATIONS
4.1 Overview
The Awardee agrees to pay a quarterly Additional Consideration to the ANM equivalent to ashare of the value of the pithead output production, calculated on the total volume
produced within the SMA awarded.
The Additional Consideration will be liquidated considering the base price of liquidation ofroyalties set by UPME agency in accordance with the resolution in effect for thequarter concerned.

The Offeror or Counteroffer – as the case may be – must present the percentage ofparticipation (in percentage terms) corresponding to its Offer as Additional
Consideration, together with its Offer or Counteroffer. The value to be included as apercentage of participation must be greater or equal to one per cent (1%), and may
contain up to two (2) decimal points.
A higher offer in the Additional Consideration will grant each Counteroffer a higher score in
the event of a tie between Counteroffers, as provided in section 3.4 (e).
4.2 CALCULATIONThe calculation of the Additional Consideration (AC) will be as follows:
𝐴C = 𝑋 ∗ 𝑃 𝑜 ∗ 𝑃𝐴
Where:- ’X’ represents the total amount of ore produced,- ’Po’ represents the price basis for settlement of royalties set by UPME agency, and- ’PA’ corresponds to the participation (percentage) offered by the Offeror orCounterofferor with its Offer or Counteroffer.
Both the quantity of mineral produced (X) and the base price (Po) will be calculated
in a manner which is similar to the corresponding royalty for each mineral producedin the SMA.
In turn, the percentage of participation (PA) is as offered by each Offeror orCounterofferor with their respective Offer or Counteroffer, as the case may be, in theformat provided for the purpose in Annex 7.
4.3 Liquidation and payment
The Additional Consideration shall be liquidated and paid to the ANM in accordancewith the regulations issued for the purpose.
Accrual of the Additional Consideration shall be subject to the assessment of highand low price as provided in Section 6.4 (d).

Accrual for the concept of high and low price shall only apply to Polymetallic
minerals traded daily. Therefore, it shall not be necessary to make adjustments by
CPI or PPI in determining the price for the payment of the Additional Consideration.
5. EXPLORATORY PROGRAMS
5.1 Overview
The contractor assumes the obligation to develop exploration activities in compliancewith the Applicable Law, including – without limitation – the technical regulations
and regulations issued by the ANM for conducting activities and phases of the
exploration period. Additionally, the Awardee assumes the obligation to develop
exploration activities in accordance with the Mandatory Exploration Program and the
Additional Exploration Program submitted, in accordance with their respective Offer.
The exploratory activities must be carried out in the terms agreed in the Contract andwith the investments required in the framework of its execution.
The exploration activities agreed in the Contract are divided into two programs: (i) the
Mandatory Exploration Program and the (ii) Additional Exploration Program. Bothprograms must be executed in accordance with the terms established in the goodpractices of the mining industry, the Applicable Laws, the Contract and its Annexes.
5.2 Mandatory Exploration ProgramThis program consists of the exploration activities the Awardee must develop in the
SMA during the first three (3) years of the Exploration Stage of the contract. These
required activities are detailed in Annex 8 for each of the SMAs to be awarded in thisObjective Selection Process, which shall be developed in accordance with the bestpractices and techniques of industrial mining.
5.3 Additional Exploration Program
In addition to the mandatory exploration activities established by the ANM for theStrategic Mining Reserve Areas (SMAs), the Offerors shall offer one or more of theadditional exploratory activities defined in Annex 9, which shall be developed during
the first three (3) years of the exploration stage of the Contract. In the event that theOfferor becomes the Awardee, the Offeror shall make the investments required for the
execution of the additional exploratory activities contained in their Offer in accordancewith the best practices and techniques of the mining industry. For this purpose, each
Offeror shall submit the documents established for this purpose in accordance with theprovisions of section 3.4 hereof.

6. MAIN CHARACTERISTICS OF THE CONTRACT
6.1 Term of execution of the Contract
The term of execution of the Contract shall be up to thirty (30) years from the date ofregistration of the Contract in the National Mining Registry. This period includes thetime limits provided in paragraphs 6.4 (a) and 6.4 (b) hereof. In any case, the Contract
may be subject to an extension in accordance with the terms established in Annex 10.
6.2 Applicable legal regime (legal framework)
The Participants and Offerors shall be knowledgeable as to the legal framework applicableto the Contract. For this purpose, the main regulations on the subject are listed which,depending on the case. Shall apply completely or partially with respect to the SMAs and thespecial regime provided for in Article 20 of Act 1753/2011:(i) Decree 410 of 1971 – The Commercial Code.
(ii) Political Constitution of 1991.
(iii) Act 99 of 1993 - General Environmental Law of Colombia.
(iv) Act 80 of 1993 - General Procurement Statute.
(v) Decree 2222 of 1993.
(vi) Decree 035 of 1994.
(vii) Act 685 of 2001 – The Mining Code.
(viii) Act 1437 of 2011 - Code of Administrative Procedure and Administrative Litigation.
(ix) Act 1474 of 2011.
(x) Act 756 of 2002.
(xi) Act 1753 of 2015 - National Development Plan 2014-2018(xii) Decree 1076 of 2015 - Sole Regulatory Decree of the Environment and Sustainable
Development Sector.
(xiii) Decree 1073 of 2015 – Single Regulatory Decree of the Administrative Sector of
Mines and Energy.

(xiv) Decree 1886 of 2015.
(xv) Resolution 4 0599 of 2015. “Whereby the Mining Technical Glossary is updated.”(xvi) Resolution No. 143 of 2017. “Whereby the terms of reference for exploration works
and the program of works in mining projects are adopted.”(xvii) Resolution No. 352 of July 4, 2018 of the National Mining Agency – Whereby criteria
are established to evaluate the requests for concession contracts, transfer of rights
and transfer of areas.
(xviii) Act 1882 of 2018.
(xix) Resolution 299 of 2018.
(xx) Resolution 100 of 2020.
(xxi) Decree 1681 of 2020.

6.3 Acceptance of the minute and signing of the Contract
Upon submitting the Offer, the Counteroffer or the Improved Offer, it shall be
understood that the Offeror or the Counteroffer (as applicable), accepts eachand every one of the clauses included in the minute of the Contract as under
Annex 10 hereto. Said minutes will include the modifications made as per
Addenda during the Objective Selection Process.
6.4 Incentives for the Awardees
The contract resulting from this Objective Selection Process provides various
incentives to the successful Offerors intending to carry out exploration andexploitation of minerals in Strategic Mining Reserve Areas. Said incentives include
the following:(a) Early technical valuation
The Contract provides for the possibility of including a phase prior to thebeginning of the exploration stage that will allow prospecting and exploration of
the SMA for the benefit of the Awardee. During this phase,
the Awardee may have the following benefits:(i) The Awardee may carry out different prospecting and exploration activities thatallow it to evaluate the technical viability of the Project.

(ii) In the event that the Awardee does not obtain the expected technical feasibility,
it will
have thepower to terminate the contract prior to starting with the Exploration
Stage, without any penalty.
(iii) This
stage may have amaximum durationof one (1) year, extendable up to one (1) additional year, provided that theANM believes that there are sufficient grounds to grant the extension.
(iv) The investments made by the Awardee in this phase will be taken into accountfor the fulfillment of commitments in the exploration stage.
(v) The Awardee will be exempt from paying the value of the surface fee for the termof the Early Technical Evaluation Stage.
(b) Incentives to accelerated exploration
The Contract provides certain benefits for the Awardee who manages to reduce
the times of its exploration stage and starts with the exploitation activities in ashorter time. These benefits include gradual payments of the surface fees asshown below:(i) Year 1: In this period, the Awardee will only pay twenty-five percent (25%) of
the value of the surface fee.
(ii) Year 2: In this period, the Awardee will only pay fifty percent (50%) of the valueof the surface fee.
(iii) Year 3: In this period, the Awardee will only pay seventy-five percent (75%) of
the value of the surface fee.
(iv)

Years
4
and
5:
In this period, the Awardee
hundred per cent (100%) of the value of the surface fee.

will

pay

one

(v) Years 6 and 7: In this period, the Awardee will pay one hundred twenty
five percent (125%) of the value of the surface fee.
(vi) Years 8 and 9: In this period, the Awardee will pay one hundred
fifty percent (150%) of the value of the surface fee.
(vii) Years 10 and 11: In this period, the Awardee will pay two
hundred per cent (200%) of the value of the surface fee.
(c) Surface Fee DiscountThe contract includes the power of the Awardee to recover the payments madeby surface fees during the Exploration Stage – up to one hundred per cent (100%)for the first five (5) years. Once the Awardee starts operations, the Awardee may
deduct up to one hundred per cent (100%) of the value corresponding to thesurface fee during the Exploration Stage in the first five (5) years of developmentof exploitation activities, from the payment of Additional Consideration under
the contract. This discount will be in proportion to the amount paid for such
years, according to the provisions of sections (b) (i), (b) (ii), (b) (iii) and (b) (iv)above.

(d) Variation of the Additional Consideration for high and low prices(i) Overview
The Additional Consideration may have a higher or lower payment, dependingon the range in which the market price (PM) is located.
If the market price (PM) is greater than the eighty (80) percentile value, it will be
understood that the price of the mineral is in a stage of high prices. Payment of
the Additional Consideration shall be incremental by twenty-five percent (25%),
to the extent that the market price (PM) is located in a higher percentile
as indicated in the following table (using an example of an Additional
Consideration equivalent to one percent (1%)):
HIGH PRICES
Percentile

Increment

Participation>= 80%

25%

PA*1.25>= 85%

50%

PA*1.50>= 90%

75%

PA*1.75>= 99,9%100%

PA*2.00

If the market price (PM) is lower than the twenty (20) percentile, it will be
understood that the price of the ore is in a stage of low prices. Payment of theAdditional Consideration will be gradually reduced by twenty-five percent(25%), to the extent that the market price (PM) is located in a lower percentile

as indicated in the following table (using an example of an Additional
Consideration equivalent to one percent (1%)):LOW PRICES
Percentile<= 20%

Increment
25%<= 15%

50%<= 10%

75%<= 0,1%

100%

Participation
PA*0.7
5
PA*0.50PA*0.2
5
PA*0.00(ii) Method for the calculation of high and low prices
To determine the limits from which the accrual of the Additional Consideration
is determined by a scenario of high and low prices, a series of data is constructedof the daily or quarterly closing price of the mineral extracted – as the case may
be – in the last five (5) years from the month of settlement, taking as a reference
for international prices the same ones used by the UPME agency for the
calculation of royalties and which are sourced from the London Metal Exchange(LME) or the Central Bank – Banco de la República, as appropriate.
Once the series of the last five (5) years for the price of the mineral isconstructed, the percentiles of tables 1 and 2 are calculated (percentiles 80, 85,
90 and 99.9 for high prices and 20th, 15th, 10th, 5th and 0.1 percentiles for low
prices).
Subsequently, the market price (PM) is calculated with the same data series thatwas used in the construction of the series. The market price is defined as theaverage price of the daily closing data for the last calendar month.
Finally, the market price (PM) is compared with the value of the percentiles intables 1 and 2 to establish causation. If the market price (PM) is below the eighty(80) percentile and above the twenty (20) percentile, the Awardee will pay theAdditional Consideration offered with its Offer, Counteroffer or Improved
Offer, as the case may be. Otherwise, the Awardee shall pay a higher or lower
value as appropriate.
6.5 Risks associated with the Contract
The risks that may arise in the execution of the Contract shall be assumed by theAwardee in their entirety. The Latter shall be responsible for their treatment, in theevent of their occurrence. Offerors or Counterofferors should make all theassessments and estimates as necessary to present their Offer, Counteroffer or
Improved Offer, upon the basis or a careful examination of the characteristics of thecontract and conditions of the SMA, including assessments and verifications as
deemed necessary to make the Offer, Counteroffer or Improved Offer based on theAwardee’s own information.
If the Offeror or Counterofferor that becomes the Awardee has assessed incorrectly –or has not factored in all the information that can influence in the determination of
the costs, the Offeror or Counterofferor that becomes the Awardee shall not be
exempt from its responsibility for the complete execution of the contract, nor will it
be entitled to claims or additional compensations of any nature.
6.6 Contract Audit
In order to permanently monitor the correct execution of the Contract, the latter will
be subject to inspection by the ANM. The ANM will monitor compliance with the
obligations derived from the Contract in accordance with the Applicable Law.
7. ADDITIONAL PROVISIONS
7.1 Indemnity
The Awardee shall protect, defend and hold the ANM harmless and free from damage
at all times against any (judicial or extrajudicial) claims or third-party actions arisingin the development of the implementation of the works under the mining project to be
developed in the SMA, in the terms of the minutes of the Contract as under Annex 10
hereof.
7.2 Dispute Settlement
Any difference or controversy related to these Terms of Reference shall be settled by
an Arbitration Court, which shall deliberate at the Arbitration and Conciliation Centerof the Bogota Chamber of Commerce, in accordance with the following rules:

(a) The Court shall be integrated by one (1) arbitrator designated by the parts bycommon agreement. In the event that this were not possible, the arbitrator shall be
appointed by the Arbitration and Conciliation Center of the Bogota Chamber ofCommerce, at the request of either party.
(b) The procedure applicable shall be as established in the Rules for National
Arbitration of the Arbitration and Conciliation Center of the Bogota Chamber ofCommerce.
(c) The Court shall decide in law.
It is understood that the Offeror or Counterofferor – as applicable – accepted thearbitration clause herein contained upon signing the Offer Presentation Letter (Annex
5) or the Counteroffer Presentation Letter (Annex 6).

ANNEX 1. Strategic Mining Reserve Areas[To be published with the Tender Notice for the Objective Selection Process. It shall
include the information related to the location of the SMAs offered and the minimumscore required to submit an Offer under the Mandatory Exploration Program foreach SMA]

ANNEX 2. Capacity to participate in the Objective Selection Process

Type of

Characteristics

Minimum required capacity[●][Type-A Qualified Participant]

SMA
[●]

[Type-B Qualified Participant][Type-C Qualified Participant]ANNEX 3. Offer Form

[This form shall be completed electronically through AnnA Minería. Therefore, theformat below is indicative of what will be displayed on AnnA Minería. Acceptance ofthe format on AnnA Minería shall be understood as acceptance and express consent
of its terms, for all legal purposes, on the part of the Legal Representative of
the Offeror or Counterofferor, as applicable]

I, the undersigned Offeror, do hereby attest under perjury of oath that I am hereby
submitting the Offer in compliance with the requirements established in the Terms ofReference for the following SMA: [Indicate the Mining Strategic Reserve Area forwhich the Offer is submitted].

Checklist - Content of the Offer
Bid Security[X]

Mandatory Exploration Program[X]

Additional Exploration Program[X]

Additional Consideration[X]

Technical Evaluation Plan

[X]

ANNEX 4. Counteroffer Form

[This form shall be completed electronically through AnnA Minería. Therefore, theformat below is indicative of what will be displayed on AnnA Minería. Acceptance ofthe format on AnnA Minería shall be understood as acceptance and express consent
of its terms, for all legal purposes, on the part of the Legal Representative of
the Offeror or Counterofferor, as applicable]

I, the undersigned Counterofferor, do hereby attest under perjury of oath that I am
hereby submitting the Counteroffer in compliance with the requirements establishedin the Terms of Reference for the following SMA: [Indicate the Mining Strategic
Reserve Area for which the Offer is submitted].

The Counteroffer, manifest, under the gravity of the oath that I presented theCounteroffer with the fulfillment of the requirements established in the Terms ofReference for the following SMA: [ Indicate the Mining Strategic Reserve
Area to which the Counteroffer is presented ].

Checklist - Content of the Offer
Bid Security[X]

Mandatory Exploration Program[X]

Additional Exploration Program[X]

Additional Consideration[X]

Technical Evaluation Plan

[X]

ANNEX 5. Offer Presentation Letter[This form shall be completed electronically through AnnA Minería. Therefore, theformat below is indicative of what will be displayed on AnnA Minería. Acceptance ofthe format on AnnA Minería shall be understood as acceptance and express consent
of its terms, for all legal purposes, on the part of the Legal Representative of
the Offeror or Counterofferor, as applicable]I,[ Include name of the Offeror’s legal representative or attorney- in-fact ], in my capacity as [ legal representative /attorney-in-fact ]of[ Include

Offeror’s name ] (hereinafter the “ Offeror ”), do hereby represent under perjury ofoath as follows:

1. I am authorized to sign and submit this Offer on behalf of the Offeror and to sign
the Contract should the Offeror become the Awardee of this Selection Process.

2. The Offeror is knowledgeable as to the Terms of Reference, including its Annexes
and Addenda, and does hereby accept the requirements contained therein.

3. The Offeror is knowledgeable as to the Republic of Colombia which govern theselection process.

4. The Offeror is aware of the characteristics and conditions of the Contract
execution site.

5. The Offeror is aware of, and assumes, the foreseeable risks assigned in the Termsof Reference, the Contract and its corresponding Annexes.

6. The information contained in all the documents of the Offer is true, and theOfferor assumes full responsibility against the ANM for data provided that is false orcontrary to reality, without prejudice to the provisions of the Criminal Code andother related regulations.

7. Neither the Offeror, nor its managers, internal and external advisers, nor the work
team with whom the Offer has been prepared, are involved in any of the conflicts ofinterest to participate as established in the Terms of Reference.

8. Neither the Offeror nor I are involved in any of the events of special prohibitions
to contract, nor are we involved in any of the causes of inability or incompatibility as
provided in the Constitution and in the Applicable Law.

9. Should I become aware of the fact that the Offeror, myself, or any members of
Plural Structure incur in any emerging disability or Conflict of Interest as referred toin the regulations in force, we do hereby commit to immediately report thesecircumstances to the ANM, for the latter to take the pertinent legal measures. We
acquire this commitment in total independence from the stage of the Selection
Process (pre-contractual, contractual and/or post- contractual).

10. Neither me, nor the Members of the Plural Structure, nor the partners of the legal
entity that I represent (except open limited companies) have been declared legally
responsible for acts of corruption, the commission of crimes of embezzlement,
extortion, bribery, malfeasance in all its forms, and transnational bribery, asset
laundering, unlawful enrichment, inter alia, in accordance with the criminal law ofColombia and international treaties on the matter, as well as their equivalents in otherjurisdictions.

11. The Offer is made up of all the annexes as required by the Terms of Reference
applicable to the Offeror and supporting documents submitted.

We do hereby represent that our Offer contains reserved information in the following
documents:

12. I do hereby authorize electronic notification for all procedures that take place
during the Selection Process. I will receive notifications at the data below:

PoC
Address and[Name][Address of the company]

City
Phone

[Telephone

Cellof thecompany]
E- mail address[Telephone of thecompany]

Phone[Company email address]

13. I do hereby authorize the ANM to consult the relevant commercial or financial
information for the Selection Process, under the understanding that the ANM must
keep confidentiality regarding the information subject to reserve.

14. In order to strengthen citizen participation and achieve visibility and transparency
in procurement processes led by the ANM, and given the importance of this selection
process, the Offeror does hereby represent as follows:a. The Offeror has not engaged in any conduct that could be considered asadministrative liability of legal persons as established in Article 2 of the Act
1778/2016.

b. The Offeror has not engaged in conduct that may be considered astransnational bribery, as typified in article 433 of the Colombian Criminal
Code.

c. The Offeror has not incurred in behaviors that can be considered as any orsome crimes against the public administration, as typified in the Colombian
Criminal Code.

d. The Offeror has not offered or promised to give any bribe, gift, reward or
gratuity to any public official or contractor of the ANM or their advisors(including any officer or employee thereof) with the purpose of obtaining
confidential, privileged or reserved information in relation to this Selection
Process.

e. The Offeror has not incurred in practices that may be considered contrary
to free competition, such as those described in Articles 45 et seq. of Decree2153/1992.

15. Throughout the selection process, the Offerors and/or Counterofferors, theirrepresentatives, advisors or agents shall refrain from uttering value judgments against
natural or legal persons, or refer to personal matters of other Offerors and/orCounterofferors, their representatives, employees, proxies, advisers andadministrators. To this extent, the Offerors and/or Counterofferors shall act withloyalty to the other Offerors and/or Counterofferors, as well as to the ANM;
therefore, they shall refrain from using tools to delay the Selection Process or theAward decision on the part of the ANM. Similarly, the Offerors and/orCounterofferors, their representatives, advisors or agents shall refrain from making
oral or written statements against the other Offerors and/or Counterofferors, theirrepresentatives, advisors or agents and their offer and/or counteroffer, or thirdparties, without having sufficient evidence, which must be at the immediate disposalof the ANM to corroborate such statements.

16. We do hereby represent that we accept the arbitration clause provided for inparagraph 7.8 of the Terms of Reference and, in consequence, any difference ordispute relating to the Terms of Reference shall be resolved by an Arbitration Court,
which shall deliberate in the Arbitration and Conciliation Center of the Bogota
Chamber of Commerce, under the rules established in the abovementioned
paragraph.

17. In the event of becoming aware of special cases of corruption, the Offerors shallreport the fact to the Secretariat of Transparency of the Presidency of the Republic at
the following telephone numbers: (571) 562 9300, (571) 382 2800, via fax at thefollowing telephone numbers: (571) 337 5890 and (571) 342 0592, with theprogram’s complaint site, at www.presidencia.gov.co; by correspondence or inperson at the following address:
Carrera 8 No. 7 - 26, Bogota, D. C.

ANNEX 6. Counteroffer Presentation Letter[This form shall be completed electronically through AnnA Minería. Therefore, theformat below is indicative of what will be displayed on AnnA Minería. Acceptance ofthe format on AnnA Minería shall be understood as acceptance and express consent
of its terms, for all legal purposes, on the part of the Legal Representative of
the Offeror or Counterofferor, as applicable]

I, the Counterofferor, do hereby represent under perjury of oath as follows:

1. I am authorized to sign and submit this Counteroffer on behalf of theCounterofferor and to sign the Contract should the Counterofferor become theAwardee of this Selection Process.

2. The Counterofferor is knowledgeable as to the Terms of Reference, including its
Annexes and Addenda, and does hereby accept the requirements contained therein.

3. The Counterofferor is knowledgeable as to the Republic of Colombia whichgovern the selection process.

4. The Counterofferor is aware of the characteristics and conditions of the Contract
execution site.

5. The Counterofferor is aware of, and assumes, the foreseeable risks assigned in theTerms of Reference, the Contract and its corresponding Annexes.

6. The information contained in all the documents of the Offer is true, and theCounterofferor assumes full responsibility against the ANM for data provided that isfalse or contrary to reality, without prejudice to the provisions of the Criminal Codeand other related regulations.

7. Neither the Counterofferor, nor its managers, internal and external advisers, nor
the work team with whom the Offer has been prepared, are involved in any of theconflicts of interest to participate as established in the Terms of Reference.

8. Neither the Counterofferor nor I are involved in any of the events of special
prohibitions to contract, nor are we involved in any of the causes of inability or
incompatibility as provided in the Constitution and in the Applicable Law.

9. Should I become aware of the fact that the Counterofferor, myself, or any
members of Plural Structure incur in any emerging disability or Conflict of Interest
as referred to in the regulations in force, we do hereby commit to immediately reportthese circumstances to the ANM, for the latter to take the pertinent legal measures.
We acquire this commitment in total independence from the stage of the Selection
Process (pre-contractual, contractual and/or post- contractual).

10. Neither me, nor the Members of the Plural Structure, nor the partners of the legal
entity that I represent (except open limited companies) have been declared legally
responsible for acts of corruption, the commission of crimes of embezzlement,
extortion, bribery, malfeasance in all its forms, and transnational bribery, asset
laundering, unlawful enrichment, inter alia, in accordance with the criminal law ofColombia and international treaties on the matter, as well as their equivalents in otherjurisdictions.

11. The Counteroffer is made up of all the annexes as required by the Terms ofReference applicable to the Counterofferor and supporting documents submitted.

We do hereby represent that our Offer contains reserved information in the following
documents:

12. I do hereby authorize electronic notification for all procedures that take place
during the Selection Process. I will receive notifications at the data below:

PoC
Address and[Name][Address of the company]

City
Phone

[Telephone

Cellof thecompany]
E- mail address[Telephone of thecompany]

Phone[Company email address]

13. I do hereby authorize the ANM to consult the relevant commercial or financial
information for the Selection Process, under the understanding that the ANM must
keep confidentiality regarding the information subject to reserve.

14. In order to strengthen citizen participation and achieve visibility and transparency
in procurement processes led by the ANM, and given the importance of this selection
process, the Counterofferor does hereby represent as follows:a. The Counterofferor has not engaged in any conduct that could beconsidered as administrative liability of legal persons as established in Article
2 of the Act 1778/2016.

b. The Counterofferor has not engaged in conduct that may be considered astransnational bribery, as typified in article 433 of the Colombian Criminal
Code.

c. The Counterofferor has not incurred in behaviors that can be considered as
any or some crimes against the public administration, as typified in the
Colombian Criminal Code.

d. The Counterofferor has not offered or promised to give any bribe, gift,
reward or gratuity to any public official or contractor of the ANM or theiradvisors (including any officer or employee thereof) with the purpose ofobtaining confidential, privileged or reserved information in relation to thisSelection Process.

e. The Counterofferor has not incurred in practices that may be considered
contrary to free competition, such as those described in Articles 45 et seq. of
Decree 2153/1992.

15. Throughout the selection process, the Offerors and/or Counterofferors, theirrepresentatives, advisors or agents shall refrain from uttering value judgments against
natural or legal persons, or refer to personal matters of other Offerors and/orCounterofferors, their representatives, employees, proxies, advisers andadministrators. To this extent, the Offerors and/or Counterofferors shall act withloyalty to the other Offerors and/or Counterofferors, as well as to the ANM;
therefore, they shall refrain from using tools to delay the Selection Process or theAward decision on the part of the ANM. Similarly, the Offerors and/orCounterofferors, their representatives, advisors or agents shall refrain from making
oral or written statements against the other Offerors and/or Counterofferors, theirrepresentatives, advisors or agents and their offer and/or counteroffer, or thirdparties, without having sufficient evidence, which must be at the immediate disposalof the ANM to corroborate such statements.

16. We do hereby represent that we accept the arbitration clause provided for inparagraph 7.8 of the Terms of Reference and, in consequence, any difference ordispute relating to the Terms of Reference shall be resolved by an Arbitration Court,
which shall deliberate in the Arbitration and Conciliation Center of the Bogota
Chamber of Commerce, under the rules established in the abovementioned
paragraph.

17. In the event of becoming aware of special cases of corruption, the Counterofferor
shall report the fact to the Secretariat of Transparency of the Presidency of the
Republic at the following telephone numbers: (571) 562 9300, (571) 382 2800, via
fax at the following telephone numbers: (571) 337 5890 and (571) 342 0592, with theprogram’s complaint site, at www.presidencia.gov.co; by correspondence or inperson at the following address:
Carrera 8 No. 7 - 26, Bogota, D. C.

ANNEX 7. Additional Considerations Form

[This form shall be completed electronically through AnnA Minería. Therefore, theformat below is indicative of what will be displayed on AnnA Minería. Acceptance ofthe format on AnnA Minería shall be understood as acceptance and express consent
of its terms, for all legal purposes, on the part of the Legal Representative of
the Offeror or Counterofferor, as applicable]

I do hereby represent under perjury of oath that I am submitting the Additional
Consideration below along with my [Offer / Counteroffer] in compliance with therequirements of theTerms of Reference

for the next SMA: [Indicate theStrategic Mining Reserve Area for which the Offer / Counteroffer is submitted].

Name of Offeror /Percentage of participation offered

Counteroffer
[●]

[●]

ANNEX 8. Mandatory Exploration Program Form

[This form shall be completed electronically through AnnA Minería. Therefore, theformat below is indicative of what will be displayed on AnnA Minería. Acceptance ofthe format on AnnA Minería shall be understood as acceptance and express consent
of its terms, for all legal purposes, on the part of the Legal Representative of
the Offeror or Counterofferor, as applicable]

I do hereby represent under perjury of oath that I am in compliance with the total
score equivalent to current minimum monthly wages of the Mandatory Exploration
Program for the Strategic Mining Reserve Area for which I am submitting an
Offer/Counteroffer.

MANDATORY EXPLORATION PROGRAM

GEOCHEMISTRGEOPHYSIC

DEEP

Y

S

DRILLING

Land and/or

S

Concept
Sediment

Rocks

Soils

aerials
Measurement

Unit

Unit

Unit

Hectares

MetersSAMPLINGANDQUALITY

Total

ANALYSIS

Score

Unit

Unit
Quantity (C)

rgrg

g

gg

g

Points (P)

0,18

0,18

0,18

0,36

Score = (C x
P)

0,57

0,21
XXXXX

At the moment of filling out this Annex, the Offeror / Counterofferor shall bear inmind the provisions herein – specifically in relation to the score assignment for the
SMAs.

GUIDE FOR THE ASSIGNMENT OF POINTS IN THE MANDATORYEXPLORATION PROGRAM

In order to verify compliance with the total score equivalent to current monthly
minimum wages of the Mandatory Exploration Program (MEP) required for theStrategic Mining Reserve Area, point allocation is based on the quantification of themain activities of Phases I and II of the mining exploration works, based on thenumber of hectares of the SMA offered.

The activities and assumptions of this guide shall not be interpreted as acomprehensive program of mineral exploration. This guide must be regarded as an
instrument to determine the scoring system as part of this Selection Process for the
SMA. The points are equivalent to Minimum Legal Monthly Wages in Force(SMLMV, from its original Spanish language initials: Salario Mínimo Legal Mensual
Vigente) in the Republic of Colombia and reflect the investment commitments of theOfferor and/or Counterofferor, in accordance with the terms of the Contract.

Table 1 below sets the parameters for the quantification of the scores of the MEP,
according to the activities of geochemistry and geophysics in Phase I of geologicalsurface exploration and deep drilling activities, Sampling and quality analysis in Phase
II of the geological exploration of the subsoil. Economically speaking, the activities ofthe MEP are the most important ones in mineral exploration works, as set out in
resolution No. 143 on March 29 the year 2017.

Table 1. Parameters for the quantification of the score of the Mandatory Exploration
Program (PEO).

PHASE I. EXPLORATION GEOLOGY OF SURFACEACTIVITYDETAILS

FORMULA2 samples X 100ha

Sediment or equivalent sampling(0.18 points X 1 sample)
4 sample X 100ha

Rocks or equivalent sampling(0.18 points X 1 sample)
Geochemistry

Soil or equivalent sampling
To calculate the number of samples,

50 samples X 100ha + 30 samp

20% of the area is taken as a target forles (0.18 points X 1 sample)

the activity.
Aerial and/or terrestrial geophysics
To calculate the number of samples, 70
Geophysics% of the area is taken as a target for0.36 points X 1ha

the activity.
PHASE II. GEOLOGICAL EXPLORATION OF THE SUBSOIL
Deep

400m X 100ha + 2000m

In Coresdrillings

0.57 dots X 1m

Quality

2 samples x 1 ha + 1000 samples

Rocks

Sampling an

0.21 points X 1 sampledAnalysis

Below is an extended description, quantification and assessment of the score of thedifferent exploratory activities set

out

in Table 1, withdefinitions according

to the Mining Glossary (2015).



PHASE Ii. Sediment sampling or equivalents: corresponds to representative samples of detritaland clastic material, mainly transported by water and deposited in different parts along
the bed or channel of a stream. The MEP establishes 2 sediment samples per every 100
hectares of the AEM offered; the score for this activity is determined by the estimatedcost of the geochemical analysis of each sample, calculated at 0.18 points.

The Offeror and/or Counterofferor may propose another type of sampling equivalent tosediments, according to the application of new technologies for the identification ofgeochemical anomalies; however, their costs or score may not be lower than theprovisions of Table 1.
ii. Sampling of rocks or equivalents: corresponds to a portion of rock taken from an
outcrop and that is considered to be fully representative of all the petrographic
characteristics of a rock body. The MEP establishes 4 rock samples per every 100
hectares of

the SMA

offered; the score for this activity is determinedby the estimated cost of the geochemical analysis of each sample, calculated at
0.18 points.
The Offeror and / Counterofferor may propose another type of sampling equivalent torocks, in accordance with the application of new technologies for the identification ofgeochemical anomalies; however, the costs or score shall not be lower to the provisions
established in Table 1.
iii. Soil sampling or equivalent: Corresponds to the representation of unconsolidated
material located in the area closest to the surface of the ground and consists of rockmaterial weathered toa greater or lesser degree, including the organic matter that supports

vegetable

life. The MEP presents a systematic soil sampling in 20% of the SMA offered, taking
50 samples per every 100 hectares, plus 30 additional samples to improve the coverageofthe land in deals ofsmall to medium scale

mining SMAs

accordingto the number of hectares.
The score for this activity is determined by the estimated cost of the geochemical
analysis of each soil sample, calculated at 0.18 points.
The Offeror and / Counterofferor may propose another type of sampling equivalent torocks, in accordance with the application of new technologies for the identification ofgeochemical anomalies; however, the costs or score shall not be lower to the provisions
established in Table 1.

iv. Aerial and/or terrestrial geophysics: includes the methods of measuring the physicalproperties of rocky bodies located in the subsoil. Such properties include electricalconductivity, gravity, magnetometry, inter alia. The MEP proposes the execution of
aerial and/or terrestrial geophysics in 70% of the SMA offered; the score of thisactivity is determined by the estimated cost of geophysics per 1 hectare, calculated at
0.36 points.


PHASE IIi. Core drilling: Core drilling consists of the development of holes in the ground, using
suitable equipment and bits used in technical prospecting or exploration work, which
include core recovery. The MEP has established out 400 meters of drilling per every
100 hectares of the SMA offered, plus an additional 2,000 meters to improve subsoil
coverage in offers of small to medium scale mining SMAs. The score for this activity
is determined by the estimated cost per meter drilled, calculated at 0.57 points.

ii. Sampling and quality analysis: This sampling considers the core sample every
certain intervals and the relevant laboratory analysis. For the purposes of this Annex,
only the cost of the laboratory analysis is considered to determine the score, which inthis case corresponds to 0.21 points per sample. The MEP establishes 2 rocksamples for geochemical and quality analysis in drilling cores per each hectare of the
SMA offered, plus 1,000 additional samples to improve subsoil coverage in Offers
and/or Counteroffers of small to medium-scale mining SMAs. The score for thisactivity is determined by the estimated cost of the geochemical analysis of each rockcore sample, calculated at 0.21 points.

The Offeror and/or Counterofferor shall calculate the score of the MEP based on theabovementioned activities summarized in Table 1 above, as a requirement to submit
an offer / counteroffer - for the SMA of interest. Table 2 below illustrates an example
of consolidated activities and scores required for a hypothetical 2,500 hectare SMA.

Table 2. Consolidated activities and scores required for a 2,500 hectare area

MANDATORY EXPLORATION PROGRAM

GEOCHEMISTRGEOPHYSIC

DEEP

Y

S

DRILLING

Land and/or

S

Concept
Sediment

Rocks

Soils

aerials
Measurement

SAMPLINGANDQUALITY

Total

ANALYSIS

Score

Unit

Unit

Unit

Hectares

Meters

Unit

Quantity (C)

50

100

280

1.750

12.000

6.000

Points (P)

0,18

0,18

0,18

0,36

0,57

0,21

Score = (C x

9

18

50

630

6.840

1.260

Unit

P)

8.807

ANNEX 9. Additional Exploration Program Form
[This form shall be completed electronically through AnnA Minería. Therefore, theformat below is indicative of what will be displayed on AnnA Minería. Acceptance ofthe format on AnnA Minería shall be understood as acceptance and express consent
of its terms, for all legal purposes, on the part of the Legal Representative of
the Offeror or Counterofferor, as applicable]
I do hereby represent under perjury of oath that I am in compliance with the total
score equivalent to current minimum monthly wages of the Mandatory Exploration
Program for the Strategic Mining Reserve Area for which I am submitting an
Offer/Counteroffer.

MANDATORY EXPLORATION PROGRAM
GEOCHEMISTRY

Concept

Measurement
Unit
Quantity (C)Points (P)GEOPHYSICSLand and/or
aerialDEEP
DRILLING
S

Sediment
s
Unit

Rocks

Soils

Unit

Unit

Hectares

Meters

rgrg
0,18

g
0,18

gg
0,18

g
0,36

0,57

SAMPLINGANDQUALITY
ANALYSIS

Total
Score

Unit

0,21

Score = (C xP)

Consolidation of the scores of the mandatory and additional exploration programs.
EXPLORATORY PROGRAM
Mandatory
Additional
Total Score

SCORE

GUIDE FOR THE ASSIGNMENT OF POINTS IN THE ADDITIONALEXPLORATION PROGRAM
Point allocation for the Additional Exploration Program (AEP) for the awarding ofStrategic Mining Areas – SMA – is in the free will of the Offeror / Counterofferor,
who may or may not add samples of sediments, rocks and soils compared to thenumber of samples required in the Mandatory Exploration Program (MEP). In
addition, the Offeror / Counterofferor may or may not add hectares for geophysics
research purposes, above 70% of the SMA, and may do so in the number of drillingmeters, rock core sampling and quality analysis to quantify scores in addition to thoserequired in the MEP as a qualification parameter for Offers and Counter- offers.

ANNEX 10. Contract Minutes[ To be published in a separate document ]ANNEX 11. Technical Evaluation Plan Form
[City, Date]
To:
NATIONAL MINING AGENCY
Atn. [●]
Address: Avenida Calle 26 No 59-51 Torre 4
Bogota, D. C.
Subject: Technical Evaluation Plan Form.
Dear Sirs:
I[ Include name of
the legal representative or attorney-in-fact of
the Offeror / Counteroffer ], in my capacity as [legal representative / attorney-infact ] of [Include name of the Offeror / Counteroffer ] (hereinafter the “ Offeror ”/ ” Counterofferor ”), do hereby represent, under perjury of oath, that the Additional
Exploration Program of my Offer / Counteroffer includes the activities indicated in thefollowing table in the units offered for each exploratory activity.
[Include the Early Technical Assessment Plan. Below is an example of a Technical
Evaluation Plan:]

ITEM

ACTIVITYTECHNICAL EVALUATION PLAN
SCHEDULE (months)

Scope by activity (quantity, scale anddescription)

1 2 3 4 5 6 7 8 9 1 1 1
0 1 2
1Geological cartography:lithologies, structures,hydrothermal alterations andmineralizations

3

Geochemistry of rocks and soils
by means of mobile elements.

4Geophysics of the area.

8

Prospective drilling

9

Analysis of the information

Cartographies at local scales (1: 5,000) in 2,000
hectares, characterization of geological units bymeans of thin, polished sections and fluid inclusions……...
Collections of rock samples on drains, roads andpaths and soil samples for the analysis of mobile
elements in an area of 200 hectares …….
Geophysics of the area by means of drones in anarea of 500 hectares ……
Develops 500 meters of drilling on geochemical andgeophysical anomalies ……

Sincerely, [●][ Include name of Offeror / Counteroffer ]Legal representative
Note: This Annex shall be signed by the Legal Representative of the Offeror /Counterofferor, or by the common representative of the Plural Structure on behalf of
all its members, and not by each Member of way individually.

GUIDE FOR THE SUBMITTAL OF THE
EARLY TECHNICAL ASSESSMENT PLAN
The Offeror and/or Counterofferor may freely establish a Technical Evaluation Plan
based on field visits and the technical information available in the Data Room. The
Offeror and/or Counterofferor shall provide a schedule of prospecting and/or
exploration activities for a period of one year – renewable for an additional year
provided they demonstrate the implementation of the proposed activities for thedefinition of the mineral potential of the SMA. In addition, the Technical Evaluation
Plan may include activities aimed at obtaining permits or licenses as required forprospecting and/or exploration in the SMA.
The schedule may include surface and underground exploration activities, inter alia.
Below is a hypothetical example of a technical evaluation plan.

ITEM

ACTIVITYTECHNICAL EVALUATION PLAN
SCHEDULE (months)

Scope by activity (quantity, scale anddescription)

1 2 3 4 5 6 7 8 9 1 1 1
0 1 2
1Geological cartography:lithologies, structures,hydrothermal alterations andmineralizations

3

Geochemistry of rocks and soils
by means of mobile elements.

4Geophysics of the area.

8

Prospective drilling

9

Analysis of the information

Cartographies at local scales (1: 5,000) in 2,000
hectares, characterization of geological units bymeans of thin, polished sections and fluid inclusions……...
Collections of rock samples on drains, roads andpaths and soil samples for the analysis of mobile
elements in an area of 200 hectares …….
Geophysics of the area by means of drones in anarea of 500 hectares ……
Develops 500 meters of drilling on geochemical andgeophysical anomalies ……

Annex 12.

GUIDELINEACCESS TO INFORMATION IN
THE VIRTUAL DATA ROOM AT THE
COLOMBIAN GEOLOGICALSERVICE (SGC).

VERSION: 1CÓDE NO.: GU-SUB-REC027

EFFECTIVE DATE:

1. OBJECTIVE
To establish the conditions for access to documents and information contained in
the Data Room, which will be provided through virtual and remote means, for
Objective Selection Processes, in Strategic Mining Reserve Areas by the National
Mining Agency - ANM.
2. SCOPE
This guide applies for access to information from the Data Room for the following
process: “Objective Selection, in Strategic Mining Reserve Areas” – led by the ANM,
for the Participants and any other party interested in obtaining access to said Data
Room.
3. LEGAL FRAMEWORKAct 16/1972 - American Convention on Human Rights
The American Convention on Human Rights - Article 13 - emphasizes the obligationof the States to provide citizens with access to the information in their possession. It
also establishes the right all citizens have to seek, request, receive and disseminate thatpublic information held by public agencies, institutions and officials of the state.
Political Constitution of Colombia

The right of access to information is protected and recognized in the 1991 Political
Constitution - article 74; it establishes the general guarantee for all citizens toaccess public documents, except in cases established by the law.
Act 23/1982 amended by Act 1915/2018
This law regulates aspects related to copyright, defining in its article 2 that they will
fall on scientific, literary and artistic works, which include all creations of the spirit in
the scientific, literary and artistic field, whichever the mode or form of expression andwhatever its intended use, such as: books, brochures and other writings; lectures,
addresses, sermons and other works of the same nature; dramatic or dramatico-musicalworks; choreographic works and pantomimes; musical compositions with or without
lyrics; cinematographic works, including works expressed by a procedure analogous
to cinematography, including videograms; works of drawing, painting, architecture
sculpture, engraving, lithography; photographic works including those expressed by aprocedure analogous to photography; applied works of art; illustrations, maps, plans,
sketches and plastic works related to geography, topography, architecture or science,
and, finally, any production of the scientific, literary or artistic domain that can be
reproduced, or defined by any form of printing or reproduction, by phonography,
radiotelephony or any other known or unknown means.
Decision 351/1993 of the Andean Community of Nations
This decision establishes the Common Regime on Copyright and Related Rights andits purpose is to recognize adequate and effective protection for authors and otherholders of rights, over creative works, in the literary, artistic or scientific field,
whichever the genre or form of expression and regardless of literary or artistic meritor destiny.
Act 44/1993
This regulation amends and complements Act 23/1982, and amends Act 29/1944, as
amended in turn by Act 1915/2018. Article 1 provides that public employees andofficials who are authors of works protected by copyright may provide them
contractually to any public law agency.
The Mining Code (Act 685/2001)

Special law applicable to regulate the legal relations between the State and individuals
and those between them, on occasion of works of the mining industry in all its phases(Article 2).
Decree Law 4134/2011
The National Government created the National Mining Agency – ANM (from its
original Spanish language initials: Agencia Nacional de Minería) as a special stateagency in the decentralized sector under the Executive Branch of the National Order,
with legal personality, its own assets and administrative, technical and financial
autonomy, attached to the Ministry of Mines and Energy. The purpose of the ANM is
to “comprehensively manage mineral resources owned by the State, promote theoptimal and sustainable use of the mining resources in accordance with the relevant
rules and in coordination with environmental authorities on issues that require it,
and monitoring private subsoil property titles when this function is delegated to it by
the Ministry of Mines and Energy in accordance with the law”.
Decree Law 4131/2011
Whereby the Legal Nature of the Colombian Institute of Geology and Mining(Ingeominas) is changed. Article 3 states that its purpose is “To conduct basic andapplied scientific research on the resource potential of the subsoil; follow-up on, andmonitor, threats of geological origin; manage the information of the subsurface;ensure the safe management of nuclear and radioactive materials in the country;
coordinate nuclear research projects, with the limitations of article 81 of the
Political Constitution, and the management and use of the Nation’s nuclear
reactor”. The mission of the Colombian Institute of Geology and Mining(Ingeominas) is aligned with the provisions in paragraphs 2.3 and 5 of the Article 4of the same regulation.
Act 1714/2011
Whereby rules are enacted aiming to strengthen the mechanisms of prevention,
investigation and punishment of acts of corruption and the public administration’s
effective control.
Act 1712/2014

Act 1712 creates the Law of Transparency and the Right of Access to National PublicInformation. Paragraph 3 - Article 9 provides that the obligated subjects must abide by
the Online Government Strategy regarding the publication and disclosure of
information; similarly, the obligated subjects shall ensure that electronic information
systems are an effective tool to promote access to public information, and shall ensurethat these are aligned with the Online Government Strategy (Article 7).
Agreement Number 008 of December the 12th, 2014 of the Board of Directors of
the Colombian Geological Service.
“Wherebythegeoscientificinformation
the Colombian Geological Service is defined”

management

policyof

4. DEFINITIONS
The terms defined in clause 1.4 Definitions of the Terms of Reference shall beapplicable to this Access Guide.
5. REQUIREMENTS FOR ACCESS TO THE DATA ROOM
a. Obtaining a Notice of Access to the Data Room from the ANM.
b. Notification submitted by the ANM to the parties interested in gaining access to the Data
Room.
c. Payment of the data room access fee, in accordance with the specifications
contained in point 10 hereof.
d. Definition and registration of the person (s) authorized by the Participants or interested
parties who will have access to the Data Room. In any case, there shall not be morethan 2 authorized individuals.
e. Registry of time required for access, and selection of access times for 8 continuous hours– or in 4-hour blocks.
F. Statement of acceptance of the Terms of Reference for the following process “Objective
Selection Process in Strategic Mining Reserve Areas” led by the ANM and conditionsof use of the information, data and documents contained in the Data Room.
g. Establishing and maintaining therelevant
internet channel(access and connectivity) for access to the Data Room.
6. GENERAL AND SECURITY CONDITIONS

1. Participants or individuals interested in accessing the Data Room may obtain documents
and information that may be related to the contract and the Strategic Mining Reserve
Areas - SMAs. Access to this Data Room will be granted for a specific time and will
be governed by the terms set forth herein.
2. Participants and any other interested party submitting a Statement of Interest
to the ANM may access the Data Room.
3. Each of the documents available in the Data Room has an upload or generation date.
4. The documents and information related with the Contract and SMA contained in the
Data Room will be used by the Participants and interested parties exclusively toanalyze the Objective Selection Processes and submit their Offer, if
applicable. Therefore, the Participants and interested parties shall refrain from
reproducing or disclose the information known through the Data Room to third parties
by any means.
5. In addition to the above, the following shall be stated:a) Acceptance of institutional conditions in relation to means and forms of access to theinformation.
b) Acceptance of institutional conditions in relation to “copyright” of the information
provided.
c) Acceptance of institutional conditions in relation to use of the information provided.
d) Acceptance of institutional conditions in relation to“copyright” in the products and results obtained with the information provided.
e) Acceptance of personal data treatment.
7. DEVELOPMENT
No.

Activity

Obtaining a Notice of Access to
the Data Room from the ANM
1Official
Responsible

Description

Receipt of notification of access to
the Data Room from the ANM.
This must include at least the following:
ANM
Participant / Company:
Stakeholder TIN or equivalent:Name of the person authorized:
I.D.:
Phone:
Nationality:
Address:

E- mail:

2

3

4

5

6

7
8

Notifying the Participants
and interested parties that They
have access to the Data RoomANM

Paying the fee for access to
the Data Room.

Participant /Stakeholder

Defining and registering theperson (s) authorized by theParticipants and interested
parties, who will have access totheData Room.

Participant /Stakeholder

Registry of time required foraccess, and selection of accesstimes for 8 continuous hours – orin 4-hour blocks.
Statement of acceptance of theconditions of use of theinformation, data and documents
contained in the Data Room, andthe Terms of Reference.
Establishing and maintaining theinternet channel (access andconnectivity) for access to the
Data Room
Record of end of access.

Participant /Stakeholder

Participant /Stakeholder

The ANM notifies the SGC via e - maildataroomanm@sgc.gov.co theParticipants and stakeholders who haveaccess to the Data Room.
Payment of the fee for access to the Data
Room in the channel enabled by the
SGC and notification sent at thefollowing e - mails:
dataroomanm@sgc.gov.co andmvillarraga@sgc.gov.co
The Participant or interested party
informs the person (s) who has/haveaccess to the Data Room. In any case,there shall not be more than 2 authorized
persons.
Information sent to the email:dataroomanm@sgc.gov.co
The interested party records the timerequired for access to the Data Roomand times selected for the access for 8
continuous hours, or 4-hour blocks.
Express acceptance of the conditionsof use of the information, data anddocuments contained in the Data
Room, and of the Terms of Reference.

The interested party establishes andmaintains the internet channel (accessParticipant / and connectivity) to access the Data
Stakeholder RoomSGC
The SGC ends (and registers the end of)access to the Data Room.

8. CONDITIONS OF SERVICE

Access times will be continuous as previously established.
Access shall be granted for 8 continuous hours or 4-hour blocks, available
during office hours from Monday to Friday, from 8:00 am to 5:00 pm Bogota,
Colombia Time.








The Internet channel and other components required to make the connection(access and connectivity) shall be the responsibility of the interested party
notified by the ANM.
SGC Technical support shall be requested at the email
DataRoomanm@sgc.gov.co
Functional support regarding the process of “Objective Selection, in Strategic
Mining Reserve Areas ”, shall be the responsibility of the ANM
This is an audited service (IP data and Computer name will be read)
There will be no availability of functionalities related to uploading,downloading, copying, duplicating, taking screenshots, or any other functions
that involve transfer of information and data to devices appertaining to theParticipants or interested parties using the Data Room or external to the SGC.

9. PROCEDURE FOR PAYMENT AND BILLING
Payment of the service is an essential requirement to request authorization of theUser of the Participants and of the interested parties and access codes to the Data
Room.
Access to the Data Room has a cost of USD 923.44 dollars of the United States ofAmerica per 8-hour session. This value includes VAT. The aforesaid amount is NOT
refundable under any circumstances; therefore, one the payment is completed torequest access – whether it be individually or collectively – no refunds will be madefor the amount paid for access to the Data Room.
The price can be paid in Colombian pesos, at the USD:COP exchange rate publishedby the Central Bank and in effect on the day the corresponding payment takes place.
Said rate can be consulted on the website of the Central Bank,
http://www.banrep.gov.co.
Payments can also be completed from abroad, in United States Dollars or its
equivalent in Euros or Pounds Sterling, on the date the corresponding payment ismade. The applicable Exchange Rate can also be consulted on the website of theCentral Bank: http://www.banrep.gov.co .
The access codes will be delivered to stakeholders via email, within three (3)Business Days following confirmation of the corresponding payment.

To acquire access to the Data Room, interested parties should follow the procedure
below:▪ Send a communication at the email designated for that purpose by the National
Mining Agency - ANM, with a copy at the SGC email: dataroomanm@sgc.gov.co
stating interest in accessing the Data Room of the process OBJECTIVE
SELECTION PROCESS IN STRATEGIC MINING RESERVE AREAS.
For purposes of generating the relevant invoice, the email shall include the following
information:












Subject: Access to the Data Room of the process OBJECTIVE SELECTIONPROCESS IN STRATEGIC MINING RESERVE AREA
Full Name of legal person applying.
Name of the Legal Representative, Representative or person empowered forthe purpose.
Single Tax Registry - RUT for residents in Colombia or the equivalent forforeigners.
Tax Identification Number – NIT if the applicant is subject to tax in Colombia
or its equivalent if the company or person are not domiciled in Colombia.
Country and city of the applicant’s main domicile
Address
Telephone (s) with prefix
Contact Email
Email for submittal of invoice.
Copy of the payment slip for the amount for access to the Data Room (to besent as a file attached to the email).

Payments shall be made thus: In Colombia - Colombian pesos (COP) Bank Deposit or electronic transfer to Checking Account No. 000-29669-9 at
Banco de Bogota, in the name of Banco de Información Petrolera – SGC,
Accountholder: Servicio Geológico Colombiano, Tax Identification Number
NIT 899999294-8
From abroad:

In Dollars of the United States of America (USD) in the name of Banco deInformación Petrolera – SGC

Beneficiary Bank

Beneficiary Bank
Banco de Bogota

City
BogotaCountry Swift Code CHIP
Colombia BBOGCOBB 001959

Correspondent Bank or Intermediary Bank
(Choose one of the following intermediaries):Corresponde
nt Bank

City

Country

Swift
Code

BB
Account

Citibank

New
York

UnitedStatesCITIUS3 10922754 021000089
3

Corresponde
nt BankJp Morgan
Chase N.Y.

City

CountryNew
York

UnitedStatesBB
Swift
Account
Code
CHASUS 001-133
171329ABA

ABA
021000021

In Euros (EUR) in the name of Banco de Información Petrolera – SGC
Beneficiary Bank

Beneficiary Bank
Banco de Bogota

City
BogotaCountry Swift Code CHIP
Colombia BBOGCOBB 001959

Correspondent Bank or Intermediary Bank
(Choose one of the following intermediaries):

Corresponde CityCountry Swift Code BB
ABA
nt Bank
Account
Deutsche bank Frankfu German DEUTDEFF 10095129 Deutsche

ag



rt

y

220000bank ag

In British Pounds (GBP) in the name of Banco de Información Petrolera – SGC
Beneficiary Bank

Beneficiary Bank
Banco de Bogota

City
BogotaCountry Swift Code CHIP
Colombia BBOGCOBB 001959

Correspondent Bank or Intermediary Bank
(Choose one of the following intermediaries):

Corresponde
nt Bank

City

HSBC Bank
PLC

LondonCountry Swift Code BB
ABA
Account
UK
MIDLGB 00162958 HSBC
22

Bank PLC

The stakeholders should take into consideration the following warnings:▪ The payments deposited in accounts other than the accounts above shall bedeemed not made.
▪ The Colombian Geological Service (SGC) shall verify that the resources havebeen paid in any bank accounts as above – of which the SGC is the Accountholder– and that the amount paid in currencies other than Dollars of the United States beequals or effectively corresponds to the price established in these Terms ofReference to acquire the Information Package.
▪ Any cost or expense incurred by the interest parties to pay for access to the Data
Room shall be at their exclusive expense.
▪ The interested parties shall submit the deposit slip or proof of wire transfer
scanned and attached to an email in order for the SGC to deliver the access codes.

The abovementioned email shall be sent at email address designated by the
National Mining Agency, cc’ing dataroomanm@sgc.gov.co.
▪ The Colombian Geological Service (SGC) shall issue the corresponding invoiceaccording to the data submitted.
▪ The access codes ant the Invoice shall be submitted to the interested parties thathave completed and submitted proof of payment, at the corporate contact email
registered with the ANM.
10. PROCEDURE FOR DELIVERY OF THE ACCESS CODES
The access codes shall be delivered via email sent to the electronic address registeredby the interested party. Said access codes shall be activated upon acknowledgementof receipt of same.

11. SUPPLEMENTARY DOCUMENTATION
Communication and/or request submitted by the National Mining Agency.

__________________________________________________
SPECIAL MINING EXPLORATIONAND EXPLOITATION CONTRACT___________________________________________________

Dated[●] [●], 2021

BetweenNATIONAL MINING AGENCY
“ANM”

Y

[●]
“CONTRACTOR”

Contents

ARTICLE 1 INTERPRETATION; DEFINITIONS
1.1 Interpretation
1.2 Terms Defined
ARTICLE 2 OBJECT AND VALUE OF THE CONTRACT
2.1 Object
2.2 Value of the Contract
ARTICLE 3 AWARDED AREA
3.1 Boundaries
3.2 General description
ARTICLE 4 REPRESENTATIONS OF THE PARTIES
4.1 Representations of the ANM
4.2 Representations of CONTRACTOR
ARTICLE 5 PERFECTION OF THE CONTRACT, TERM AND STAGES OF THE
CONTRACT
5.1 Perfection of the Contract and Commencement of Contract Execution
5.2 Term of the Contract
5.3 Extension of the Contract
5.4 Stages of Contract Execution
ARTICLE 6 EARLY TECHNICAL EVALUATION STAGE
6.1 Overview
6.2 Term for the beginning of the Early Technical Evaluation Stage
6.3 Main obligations of CONTRACTOR during the Early Technical Evaluation
Stage
6.4 Main obligations of the ANM during the Early Technical Evaluation Stage
6.5 End and extension of the Early Technical Evaluation Stage
ARTICLE 7 EXPLORATION STAGE
7.1 Main obligations of CONTRACTOR during the Exploration Stage
7.2 Main obligations of the ANM during the Exploration Stage

7.3 Amendments to the Mandatory Exploration Program and the Additional
Exploration Program
7.4 Schedule of the Works
7.5 Exclusion of areas from the Awarded Area
7.6 Extensions in the Exploration Stage
ARTICLE 8 ECONOMIC CONSIDERATIONS
8.1 Surface Fees
8.2 Surface Fee Discounts
8.3 Royalties
ARTICLE 9 ADDITIONAL CONSIDERATIONS
9.1 General Information
9.2 Calculation
9.3 Liquidation
9.4 Variations in the Additional Consideration by high and low prices
ARTICLE 10 INTEREST
10.1 Remunerative and Default Interest
ARTICLE 11 CONSTRUCTION AND ASSEMBLY STAGE
11.1 Conditions for the beginning of the Construction and Assembly Stage
11.2 Breach of the conditions for the beginning of the Construction and AssemblyStage
11.3 Main obligations of CONTRACTOR during the Construction and AssemblyStage
11.4 Main obligations of the ANM during the Construction and Assembly Stage
11.5 Exploration during the Construction and Assembly Stage
11.6 Operation during the Construction and Assembly Stage
ARTICLE 12 EXPLOITATION STAGE
12.1 Main obligations of CONTRACTOR during the Exploitation Stage
12.2 Main obligations of the ANM during the Exploitation Stage
12.3 Exploration during the Exploitation Stage
ARTICLE 13 CLOSURE AND ABANDONMENT STAGE
13.1 Main obligations of Contractor during the Closure and Abandonment Stage
13.2 Main obligations of the ANM during the Closure and Abandonment Stage

ARTICLE 14 ENVIRONMENTAL AUTHORIZATIONS
14.1 Overview
14.2 Suspension of the contract for delays obtaining Permits or Licenses
ARTICLE 15 SOCIAL INVESTMENT
15.1 General Information
ARTICLE 16 AVAILABILITY OF MINERAL
16.1 General Information
ARTICLE 17 INTEGRATION OF AREAS
17.1 General Information
ARTICLE 18 RETURNING THE AREAS
18.1 Compulsory return of an area at the end of the Exploration Stage
18.2 Compulsory return of an area in Exploitation Stage
18.3 Voluntary return of an area
ARTICLE 19 EASEMENTS
19.1 General Information
ARTICLE 20 DATA PROTECTION
20.1 Data Protection Policy
ARTICLE 21 ASPECTS RELATED TO LABOR AND OCCUPATIONAL
SAFETY21.1 CONTRACTOR Personnel
21.2 Occupational Health and Safety
ARTICLE 22 ANTI-CORRUPTION CLAUSE
22.1 General Information
ARTICLE 23 GUARANTEES AND RISK COVERAGE MECHANISMS
23.1 Guarantees as a requirement for the Commencement of the Contract and its
Stages23.2 Guarantee Types
23.3 General Rules Applicable to the Guarantees
23.4 Guarantee Approval
23.5 Division of Guarantees

23.6 Single Performance Security
23.7 Extracontractual Liability Guarantee
23.8 Updating the values under the guarantees
ARTICLE 24 SANCTIONS
24.1 Penalties
24.2 Term for Remediation and Payment of Penalties
24.3 Procedure for the imposition of Penalties
24.4 Updating Penalties
24.5 Penalty Clause
ARTICLE 25 RISK ALLOCATION
25.1 Economic Balance
25.2 Responsibility of CONTRACTOR
ARTICLE 26 EVENT EXCLUDED FROM LIABILITY
26.1 Event excluded from Liability
26.2 Indemnity
ARTICLE 27 EXPIRATION
27.1 Expiration
27.2 Procedure for declaring expiration
ARTICLE 28 CONTRACT TERMINATION
28.1 Occurrence
28.2 Early Termination
28.3 Effects of the Termination
ARTICLE 29 SETTLEMENT
29.1 Contract Settlement
ARTICLE 30 DISPUTE RESOLUTION
30.1 Amiable Composition
30.2 National Arbitration
ARTICLE 31 CONTRACT AUDITARTICLE 32 MISCELLANEOUS PROVISIONS
32.1 Mining Information Bank
32.2 Concurrence of other permits

32.3 Application of the Mining Code32.4 Independence of the Parties
32.5 Business autonomy
32.6 Contract Assignment
32.7 Liens
32.8 Notifications
32.9 Language of the Contract
32.10 Taxes
32.11 Contract Amendments
32.12 Subsistence of Obligations
32.13 No waiver of rights
32.14 Priority of Documents

MINING EXPLORATION AND EXPLOITATION CONTRACT
The Special Mining Exploration and Exploitation Contract (the “Contract”) issigned on [●] [●] of 2021, by and between:


The NATIONAL MINING AGENCY, a state agency of a special natureof the decentralized sector under the Executive Branch of the National Order, withlegal status, its own patrimony and technical, administrative and financial autonomy,
attached to the Ministry of Mines and Energy, represented in this act by [●], bearer ofCol. I.D. (CC) No. [●], in his/her capacity as [●] (hereinafter the “ANM”), and[●], a company organized and existing under the laws of Colombia, domiciledin the city of [●], identified with TIN [●], represented herein by [●],
in his/her quality of legal representative [●], of age [bearer] of [Domestic I.D. /passport] No. [●] of [●], acting on his/her own behalf] (choose as applicable)(hereinafter “CONTRACTOR”),

ANM and CONTRACTOR may hereinafter be referred to individually as a
“ Party ” and collectively as the “Parties”.
RECITALS
A. Through Administrative Act No. [●] dated [●],ANM delimited the Strategic
Mining Areas Nos. [●] and published the relevant Tender Notice on date[●] for the presentation of offers for the Strategic Areas Mining inquestion.
B. Through Administrative Act No. [●] dated [●],ANM ordered the opening of
the Selection Process No. [●] in order to “Select the most favorable Offer(s)) for the awarding of Special mineral exploration and exploitation
contracts in Strategic Mining Reserve Areas for copper ore andpolymetallic, whose purpose is: “to grant the exploration and exploitationof minerals, at the expense and risk of Contractor, under the conditions andthe limitations provided herein and in the Terms of Reference for theobjective selection process in the Strategic Mining Reserve Area defined
herein”.

C. By means of an administrative act dated [●] of [●],ANM awarded the Mining
Exploration and Exploitation Contract to the CONTRACTOR as identified
above.
D. The Strategic Mining Area awarded to CONTRACTOR within Selection
Process No. [●] provided the coordination, concurrence andcharacterization in the territory of the area of influence of the Strategic
Mining Area in compliance with the provisions of the Constitutional
Court, and this information was made available to Contractor within theframework of the selection process.
E. In addition, the Strategic Mining Area awarded to CONTRACTOR within
Selection Process No. [●] complied with the requirements of Ruling T-766
of 2015 to the extent that the Ministry of the Interior certified, (throughResolution No. [●] dated [●]) that there is no presence of ethnic
communities in the Strategic Mining Area.
F. That the Parties hereto do hereby agree that this Contract shall be governed by
the provisions below and, in matters not covered by the provisions below,
supplementarily by the Mining Code, Civil Code, Code of Commerce andthe other regulations applicable to the subject.
In consequence, the Parties have agreed that this Contract shall be governed by
the following clauses:

ARTICLE 1
INTERPRETATION; DEFINITIONS
1.1 Interpretation
For all purposes hereunder – unless otherwise specifically and expressly provided inanother provision hereof (including its Annexes):(a) The capitalized terms used herein are used in the singular or plural form shallhave the meaning assigned to such terms as provided in Section 1.2;(b) Any reference to a “Chapter”, “Section” or “Annex” refers to a Chapter, Section
or Annex – as the case may be – hereof;

(c) The titles of the Chapters and Sections are included for reference andconvenience purposes, but shall in no way limit, define or describe the scope andintention hereof;(d) Technical or scientific words not expressly defined herein will have the meanings
that correspond to them according to the respective technique or science, as well as
the meanings attributed thereto in the Technical Mining Glossary. The other words
are understood in their natural and obvious sense, according to the general use ofsame.
(e) The Annexes are the documents attached hereto – which contain obligations
attributable to the Parties and/or provide greater clarity for the execution of theobligations established herein and are an integral part hereof.
(f) Interpretation of the Contract shall be made in accordance with the provisions ofApplicable Law. Notwithstanding the foregoing, the Parties hereto do hereby agree
that, in the event that an ambiguity or question should arise about the intent orinterpretation hereof, it shall be interpreted though it had jointly prepared by theParties and will not be presumption or burden of proof to favor or disfavor any party
by virtue of the authorship of any of the provisions hereof.

1.2 Terms Defined
The following terms written in uppercase initial shall – when used herein – have themeanings as assigned thereto per below:“Abandonment” is the removal of the mining equipment, disposal of assets andsurplus, the closure and the restoration of the mining
excavations, and the activities for the prevention and mitigation of environmental
impacts due to the closure of the mining operation.
“Minutes of Return of Area” is the document to be signed by the ANM andCONTRACTOR when the latter returns a part or portion of the Awarded Area. The
Contract will continue with respect to the Awarded Area not returned.
“Minutes of Commencement” is the document to be signed by ANM andCONTRACTOR for purposes of initiating the implementation of the Agreement, inaccordance with the requirements set out in Section 5.1 (b) hereof. The Minutes ofCommencement must be signed on or after the date of registration of the contract on
the National Mining Registry.
“Minutes of Commencement of the Closure and Abandonment Stage” is the
document to be signed by the ANM and CONTRACTOR for the purposes of starting
the Closure and Abandonment Stage.
“Minutes of Commencement of the Construction and Assembly Stage” is the
document to be signed by the ANM and CONTRACTOR for the purposes of starting
the Construction and Assembly Stage under the contract.
“Minutes of Commencement of the Exploitation Stage” is the document to besignedby theANM
and the CONTRACTOR for
the purposes of giving start to the Exploitation Stage.
“Minutes of Completion of the Early Technical Evaluation Stage ” is the document
to be signed by the ANM and CONTRACTOR when the Early Technical Evaluation
Stage ends.
“Minutes of Completion of the Contract” is the document to be signedby the ANM and CONTRACTOR when the Closing and Abandonment Stage isfinished.
“Minutes of Settlement” is the document to be signed by the ANM andCONTRACTOR in accordance with the provisions of Section 29.1 hereof.
“Amiable Compositor” refers to the instance of final settlement of Disputes existing
between the Parties, and under amiable composition, according to the provisions in
Section 30.1 hereof.
“Annexes” are the documents attached to the Contract, which contain obligations for
the Parties and/or provide greater clarity for the execution of the obligations
established herein. The Annexes are as follows:Annex 1 - Map of the Awarded Area

Annex 2 - Guidelines on the Schedule of the Works

Annex 3 - Real Beneficiaries of CONTRACTOR

Annex 4 - Mandatory Exploration Program

Annex 5 - Additional Exploration Program

Annex 6 - Mining-Environmental Guides

Annex 7 - Social Management Plan

“AnnA Minería”. It is the Comprehensive Mining Management System, called‘AnnA Minería’, which was adopted as per Decree 2078/2019 and regulations
amending, complementing or superseding it.
“Awarded Area” refers to the area that was awarded to CONTRACTOR by virtue ofthe selection process.
“Strategic Mining
Reserve
Areas”or“SMAs” refers
to areas
declared and defined by the ANM, in accordance with the Applicable
Law, available to be awarded through Objective Selection Processes, in accordancewith the provisions of Article 20 – Act 1753 of 2015.
“Environmental authority” means any authority of the Republic of Colombia which
has competence in environmental matters, including, but not limited to theAutonomous Regional Corporations, the Ministry of Environment and Sustainable
Development and the National Authority and of Environmental Licenses – ANLA
(from its original Spanish language initials: Autoridad Nacional de Licencias
Ambientales).
“Government Authority” is any authority of the Republic of Colombia other thanthe ANM, including, but not limited to, the Ministry of Mines and Energy, inter alia,
at the national, regional, departmental, district or municipal level, whose powers are
exercised on matters related hereto.
“Surface fee” is a consideration that must be paid to the ANM on all of the Awarded
area during the exploration stage, the construction and assembly stage, or on any
extensions of same granted to CONTRACTOR to explore during the Stage ofOperation. For purposes hereof, the amount payable for the Surface Fee is calculated
in accordance with the provisions of Section 8.1.
“Closure” refers to the termination of mining activities or dismantling of the Project asaresultofthetotal renouncement, expiration or extinction of the rights of the mining permit
holder. It is the last stage of the development of a mine and includes, without
limitation, the minutes of closure any mining work, whenever the extractive work isfinished, in order to avoid the risk of accidents and facilitate the recovery of the land.
“Criminal Clause” is the financial penalty to be paid by CONTRACTOR
in accordance with the provisions of Section 24.5 hereof.
“Mining Code” refers to Act 685/2001 or any regulation amending, adding tosuperseding it.
“Additional Consideration” is a financial obligation other than Royalties, whichis calculated in accordance with the provisions of Article 9 hereof.
“Contract” means this Special Mining
Exploration and Exploration Contract, as amended from time to time by the Parties.
“Controversy”, “Dispute”, “Disagreement” or “Difference” is any disagreement
arising
between the Parties heretoonoccasion of the signing, execution, termination and/or settlement hereof. These terms
are used interchangeably throughout the Contract to refer to the abovementioned
situation.
“Data Room” is the place where the ANM and/or the Colombian Geological
Service rendered the documents and information it has at its disposal available for
consultation, and which may be related to the SMA. The information available in the
Data
Room is for reference only and does
not bind the ANM or the Colombian
Geological Service.
“Personal Data” any information of a personal nature in any database that makes
them susceptible to treatment by public or private agencies, according to Act 1581
of 2012, or any rule amending, adding to or superseding it.

“Day” or “Calendar Day” is any calendar day that comprises twenty-four(24) hours. When this Contract provides a term in Days for the fulfillment of an oblig
ation and this term does not expire on a Business Day, the expiration will occur on theimmediately following Business Day.
“Business Day” is any weekday, from Monday to Friday (inclusive), not including
holidays in the Republic of Colombia.
“Dollars” or “USD” shall be understood as the legal tender currency circulating in
the United States of America.
“Closure and Abandonment Stage” is one of the Contract execution stages that will
begin once the Exploitation Stage is finished, during which CONTRACTOR shallcarry out all the Project Closure and Abandonment activities, in accordance with
the Closure Plan, the Environmental License for the Project and the Applicable
Law. This stage shall begin on the date whereupon the Minutes of Commencement of
the Closure and Abandonment Stage are signed, and shall conclude with the signing of
the Minutes of Termination of the Contract.
“Construction and Assembly Stage” is one of the stages of implementation of theAgreement during which all activities needed for construction and assembly of the
Project shall be carried out in accordance with the provisions in the Schedule of theWorks. This stage shall begin on the date whereupon the Minutes of Commencementof the Construction and Assembly Stagearesigned,andonce completed, the Exploitation Stage shall start.
“Early Technical Evaluation Stage” is one of the stages of implementation of thecontract during which CONTRACTOR shall evaluate the mineral potential of theAwarded Area and identify the elements to define whether CONTRACTOR desires tocontinue to the Contract’s Exploration Stage on all or a part of the Awarded Area.
Upon completion of the Early Technical Evaluation Stage, the Exploration Stage shallstart.
“Exploration Stage” is one of the stages of implementation of the Contract during
which all activities related to the exploration of the Awarded Area shall be
developed, including without limitation the activities of the Mandatory Exploration
Program and the Additional Exploration Program. Upon completion of the
Exploration Stage, the Construction and Assembly Stage shall start.

“Exploitation Stage” is one of the stages of execution of the Contract. This stage shallbegin on the date whereupon the Minutes of Commencement of the Exploitation Stageare signed, and shall conclude with the signing of the Minutes of Commencementof the Closing and Abandonment Stage.
“Event excluded from Liability” is any event, circumstance or combination of eventsor circumstances beyond the reasonable control of the invoking Party,
which substantially and adversely affects the fulfillment of the obligations derived
from the Contract with respect to which it is invoked, after the invoking Party hastaken all reasonably possible acts to prevent it. Events exempt from Liability are
understood to include any events of Force Major.
“Commencement Date” is the day whereupon the Parties sign the Minutes ofCommencement of Contract Execution, or the day after the date on which ANM
imparts the Order of Commencement of Contract execution.
“Completion Date” is the Day of expiration of the initial deadline of theContract and/or its respective extensions according to the provisions in Section 5.2
hereof.
“Basic Mining Format” refers to the format that CONTRACTOR shall present in thecontent, form, periodicity and other information as required in accordance with
Resolution 40925 of December 31, 2019 issued by the Ministry of Mines and Energy,
or any regulations amending, adding to or replacing it.
“Force Majeure” Force Majeure shall have the meaning stipulated in the Applicable
Law and jurisprudence.
“Offer Bid Security (Bid Security)” is the guarantee presented as part of
CONTRACTOR’s offer or Counteroffer, in the terms applicable to the Selection
Process, to guarantee the seriousness of said offer or Counteroffer.
“SinglePerformance Guarantee”
refers to
the guaranteethat the CONTRACTOR shall provide in the terms and conditions of ARTICLE 23
hereof.
“Applicable Law” refers to the law, regulations, administrative acts and otherregulations in force in the Republic of Colombia.

“Environmental License”
is the administrative
act issued by
the Environmental Authority whereby CONTRACTOR is authorized to carry out theactivities provided for herein in the Awarded Area, in the event that said License isrequired in accordance with Applicable Law and whose processing, acquisition,transfer or modification (if applicable), implementation and cost will be provided by
CONTRACTOR at its own expense, including follow - up actions of same.
“Licenses and Permits” are the permits, concessions, authorizations and/or licenses
that must be granted by any Government Authority as necessary for the execution of
the obligations attributable to CONTRACTOR, whose processing and cost will becovered
CONTRACTOR, all of which may or may
not be expressly authorized
or contained in the relevant Environmental License.
“Month” is any of the twelve (12) months of the calendar year.
“Fines (Penalties)” are financial penalties for breach of Contract, which may
be imposed on CONTRACTOR by ANM, in accordance herewith, particularly with
the Article 24 hereof, and in respect of the provisions in the Applicable Law.
“Notification” is the written communication that the Parties will send to communicate
situations related to the Project and the execution of the Contract. The Notification
sent by CONTRACTOR must be filed at the offices of ANM in accordance with theprovisions of Section 32.7 below or by electronic means, or on AnnA Minería, whenso permitted. A notification to the ANM shall only be valid when it bears the respective
proof of filing of the entity, or the data receipt message of same, when performed byelectronic means. Any term will begin to count starting on the business day after thedate stating the filing at ANM, or proof of receipt thereof. Any other means ofcommunication between the parties shall be valid for informative purposes, but shallnot be binding for same. This definition of “Notification” is understood for all purposes
associated exclusively with notifications and contractual communications between theParties, but shall not replace or supersede the duty of legal notice of the ANM
regarding their administrative acts, rulings, technical reports, or any other documents
which, according to the Applicable Law, should undergo a legal reporting procedure.
“Offer” refers to the Offer or Counteroffer submitted by the Offeror that was awarded the SMA under the selection process.
“Order of Commencement” is the discretionary order that the ANM may issue forthe purposes of initiating the execution of the Contract, in the event that the Minutes

of Commencement have not been signed after fifteen (15)following the registration of the Contract in the National Mining Registry.

Days“Party” or “Parties” are, individually or jointly, CONTRACTOR and the ANM,
as identified in the header hereof.
“Part Affected” has the meaning assigned in Section 26.1 (d) (i) hereof.
“Pesos” or “$” or “COP” shall be understood as the currency of legal tender andcirculating in Colombia.
“Closure Plan” refers to the plan that CONTRACTOR shall present to the ANM aspart of the Schedule of the Works, and which shall contain all the measures for the
Closure and Abandonment of the Project, in compliance with the applicableprovisions, the Project Environmental License and the Schedule of the Works.
“Technical Evaluation Plan” or “TEP” is the plan that CONTRACTOR sent to
the ANM with its offer. The implementation of the TEP is regulated in Section 6.3
hereof.
“Social Management Plan” is the plan submitted by CONTRACTOR to comply with
its obligations in matters of social management arising herefrom. Said plan shallcomply with the provisions of Resolution No. 318 of 20 June 2018, as amended by
Resolution 406 of June 28, 2019, issued by the National Mining Agency or any
regulations that amend, add to, supplement or supersede them.
The Social Management Plan developed hereunder shall consolidate programs,
projects and activities to prevent, mitigate, and address the social risks generated by
the development of the mining project. It shall further increase the opportunities andbenefits generated by same, considering the respect for human rights and in accordancewith Municipal, Departmental and National Development Plans.
“Term of the Contract” refers to the period as specified in Section 5.2 of theAgreement and its extensions, if applicable, in accordance with the provisions herein.
“Selection process” refers to Selection Process No. [●] to “Select the most favorable
proposal (s) for the awarding of Special Mineral Exploration and Exploitation
Contracts in Strategic Mining Reserve Areas for copper and polymetallic ore, whosepurpose will be: ”The exploration and exploitation of minerals, at Contractor’s
expense and risk, under the conditions and limitations provided herein and in theTerms of Reference of the Objective Selection, in the Strategic Mining Reserve Area
defined herein.”“Schedule of the Works” or “SOTW” is the document submitted by
CONTRACTOR detailing the exploitation plan resulting from the studies andexploration work, prior to the final expiration of the Phase of Exploration, for theapproval of the ANM. This program shall contain, as a minimum, the following
elements and documents required by the Applicable Law: 1) Definitive delimitation of
the exploitation area; 2) Topographic map of said area; 3) Detailed cartographic
information of the area and, in the case of marine mining, bathymetric specifications;4) Location, calculation and characteristics of the reserves to be exploited in thedevelopment of the project; 5) Description and location of the facilities and works ofmining, deposit of minerals, benefit and transport and, if applicable, of transformation;6) Exploitation mining plan, which shall include an indication of the technicalguidelines that will be used; 7) Plan of geomorphological, landscape and forestry
recovery works for the altered system; 8) Scale and expected duration of production;9) Physical and chemical characteristics of the minerals to be exploited; 10)
Description and location of the works and facilities necessary for the exercise of theservitudes inherent to the mining operations and 11) Plan of closure of the exploitation
and abandonment of the assemblies and of the infrastructure, as well as the otherelements and documents under the applicable law in this regard, including without
limitation Resolution 143/2017 Resolution 299/2018 and Resolution 100/2020 issued
by the ANM, as well as any rules amending, adding to or superseding them.

“Additional Exploration Program” is the program submitted by CONTRACTOR in
its Offer including the activities of further exploration to be developed in the Awarded
area during
the
first
three
(3)
years
from
the Exploration
Stage, subject to the provisions hereunder.
“Mandatory Exploration Program” is the program presented by CONTRACTOR
in its Offer, including the exploration activities required in the Awarded area during
the first three (3) years of the Exploration Stage, subject to the provisions herein.

“Subsequent Exploration Program” is the program submitted by
CONTRACTOR with the application of each of the extensions of the exploration
stage, in accordance with Section 7.6. hereof.
“Project” refers to the mining exploration and exploitation project that will be carriedout by CONTRACTOR in the Awarded Area, in accordance with the provisions
hereof.
“Royalty” refers to royalties payable by CONTRACTOR
in accordance with the provisions in the Applicable Law.

hereunder“National
MiningRegistry” isthe system of registration,authenticity and publication of mining permits with rights of exploration andexploitation of the soil and subsoil, in accordance with the Applicable Law.
“SMLDV” (Salarios Mínimos Legales Diarios Vigentes) Daily legal minimum wages
in force for the Republic of Colombia.
“SMLMV” (Salarios Mínimos Legales Mensuales Vigentes) Monthly legal minimum
wages in force for the Republic of Colombia.
“Arbitration” is the collegiate body corresponding to the mechanism of arbitration
provided for settling disputes between the Parties and submitted to arbitration inaccordance with the provisions in Section 30.2 hereof.
“Value of the Contract” is the estimated amount indicated in Section 2.2 hereof.

ARTICLE 2
OBJECT AND VALUE OF THE CONTRACT
2.1 Object
The object hereof is the technical exploration and sustainable and economic
sustainable, including the Closure and Abandonment of the Awarded Area, in order toundertakethe construction,assembly and mining
operationof areservoir of ore of copper and polymetallic ore, as well as any minerals found which
are closely related resulting as byproducts of the operation.
2.2 Value of the Contract(a) The value hereof is indeterminate but determinable according to the activity
CONTRACTOR is developing in accordance with the stages of development hereof.
(b) In accordance with the foregoing, the estimated value of the Contract willcorrespond to the following:(i) In the Early Technical Evaluation Stage, the estimated value of theContract will correspond to the value of the investments of the Mandatory
Exploration Program.
(ii) In the Exploration Stage the value estimate of the Contract is thefollowing:(A) During the first three (3) years of this stage, it will correspond to
the sum of the investments of the Mandatory Exploration Program andthe Additional Exploration Program; and(B) During the extensions in this stage, it will correspond to the valueof the Subsequent Exploration Program approved by the ANM foreach extension.
(iii) In the Construction and Assembly Stage, the estimated value of theContract will correspond to the value of investments for the construction andinstallation of the mine according to the Schedule of the Works – SOTW as
approved by the ANM.

(iv) In the Exploitation Stage, the estimated value of the Contract will becalculated based on the probable and proven reserves that have been includedin the report of resources and reserves prepared by CONTRACTOR in the
Exploration Stage. In consequence, the estimated value of this stage isequivalent to the multiplication of proven and probable reserves by the baseprice of each mineral as set by the Mining and Enery Planning Unit - UPME
(from its original Spanish language initials: Unidad de Planeación Minero
Energética) for calculation of royalties. To this effect, the price of the mineralfor the current quarter in which the Exploitation Stage begins shall be taken
as a reference. The value of this stage will be adjusted annually in accordancewith the variation of the consumer price index (CPI). CONTRACTOR shallupdate the report of probable and proven reserves every five years, forpurposes of recalculating the value (every five (5) years) hereunder. Similarly
Contractor shall modify the contract guarantees under Article 23 every five(5) years to reflect the change in the value estimate of the contract and therelevant coverages.
(v) In the Closure and Abandonment Stage, the estimated value in thecontract shall correspond to the value of investments for closure andabandonment of the mine according to the SOTW as approved by ANM andin force at the time of closure and abandonment.

ARTICLE 3
AWARDED AREA
3.1 Boundaries
The area hereunder corresponds to the boundaries which are defined by thecoordinates below:
ZONE [●] - [●] Hectares ([●] Has)
POINT

NORTH

EAST

[●]

[●]

[●]

DIRECTON DISTANCE
[●]

[●]

3.2 General Description(a) The Total area described above is located in the jurisdiction of the municipality of[●], Department of [●] and comprises a total surface of [●] ha ([●] Has),
distributed thus [●], which is represented graphically in the plane that
corresponds to Annex 1 hereof and is an integral part of it.
(b) The Awarded Area is delivered as a whole; in consequence, CONTRACTOR
shall have no right to any claims in the event in which the extension within theboundaries above is greater or lesser than as stated or calculated herein.
(c) The ANM shall not commit with CONTRACTOR to any obligation ofreorganization due to eviction or redhibitory vices on the Awarded Area.
ARTICLE 4
STATEMENTS OF CONTRACTOR
4.1 Statements of CONTRACTOR
With the subscription hereof, the CONTRACTOR represents and warrants the following:(a) It is a company validly constituted and organized under the laws of the Republic ofColombia, domiciled in the city of [●], it validly exercises its corporate purpose,
which allows the execution hereof by expressly including (in its corporate purpose)
mining exploration and exploitation, and is not immersed in liquidation process or ingrounds for dissolution.
(b) CONTRACTOR and its legal representative have the statutory and legal capacity, as
well as the sufficient authorizations in the terms of their statutes and the Applicable
Law, to (i) sign the Contract and (ii) be bound thereto according to the terms andconditions established in the Contract.
(c) CONTRACTOR has the corporate authorizations required to sign the Contract and bebound by its terms. CONTRACTOR represents that no authorization from any
authority other than a corporate body (which has been obtained) is required for thesubscription, execution and fulfillment of the Contract.

(d) CONTRACTOR declares under perjury of oath that neither he nor his shareholders andReal Beneficiaries are involved in any of the inabilities, incompatibilities or
prohibitions provided for in the Applicable Law, which prevent them from entering
into the Contract.
(e) CONTRACTOR has carefully read the terms of the Contract, its Annexes and otherdocuments that are part of it. CONTRACTOR represents that CONTRACTOR
accepts the terms and conditions of the Contract to the extent that CONTRACTOR
has studied and valued them on its own and with the diligence required, the cost to be
incurred for its full, timely compliance and in accordance with the terms of theContract, including all obligations, and the assumption of the risks provided for in
the Contract. In particular, CONTRACTOR represents that it has carried out anassessment of the risks under its charge in accordance with the terms hereof andaccepts said assumption both of its favorable and unfavorable effects.
(f) CONTRACTOR declares that legal and/or natural persons as identified in Annex 3 are
the only Real Beneficiaries of the Contract – and particularly of the benefits in theiras agreed here. Similarly, CONTRACTOR represents that it will send a notification
to the ANM in case the Real Beneficiaries of the Agreement during the execution of
the Contract for any reason, within five (5) days in order to note said modification.
(g) CONTRACTOR declares and guarantees that it knows and has carefully reviewed all
matters and information related to the execution of the Contract, its legal status andlegal nature. Similarly, the CONTRACTOR declares and guarantees that it willassume all the risks and all the costs associated with the activities that it will carryout in the development of the Project including, without limitation, environmental,social, community, territorial, security, geological, geo- scientific and meteorologicalrisks. The fact that CONTRACTOR has not obtained all the information that can
influence the determination of their costs shall not exempt CONTRACTOR from
responsibility for the full implementation of their contributions and obligations under
the Project in accordance with the Agreement, nor will it entitle CONTRACTOR toany additional recognition by ANM.
(h) CONTRACTOR does hereby represent and warrant that, upon signing this Contract andthroughout its execution, CONTRACTOR shall inform ANM as to the existence ofinvestigations, sentences and/or national and/or international convictions against its
legal representatives, partners and/or shareholders, as soon as CONTRACTOR
becomes aware of them, for crimes against public administration, administration ofjustice and which affect the equity of the State or of any of the crimes or offenses
under Act 1474/2011 and its amendments or any of the criminal acts contemplatedby the conventions or treaties of fight against corruption signed and ratified by
Colombia, in accordance with the provisions of Article 22 hereof.
(i) CONTRACTOR does hereby represent and warrant that it will make its best efforts tohire skilled and unskilled personnel from the area of direct influence of the Projectthroughout the development of the Project. Notwithstanding the foregoing
CONTRACTOR does hereby further represent and warrant that that CONTRACTOR
shall comply with the provisions of article 254 of the Mining Code regarding theminimum percentages of regional labor required by the ANM from time to time.
(j) CONTRACTOR does hereby represent and warrant that it has reviewed the information
required to present the Offer that gave rise to the award hereunder. Given that it is
the sole responsibility of the contractor to conduct due diligence on each of the
aspects that affect the execution of the project, the information contained in the Data
Room shall not serve as the basis for any claim during the execution of the Contract,
or for any additional economic recognition between the Parties not provided forhereunder, nor will it exonerate the fulfillment of any of the obligations acquired by
the parties by virtue hereof.

ARTICLE 5
PERFECTION OF THE CONTRACT, TERM AND STAGES OF THE
CONTRACT
5.1 Perfection of the Contract and Commencement of Contract Execution(a) The Contract is understood to be perfected with the signature of theParties and its corresponding registration in the National Mining Registry.
(b) Execution hereof shall begin upon signing of the Minutes ofCommencement or the issuance of the Order of Commencement, asapplicable.
(c) Execution of the Contract shall begin upon signing the Act ofCommencement when the following requirements have been met within amaximum term of fifteen (15) Calendar Days following the signing of theContract:(i) Submittal by CONTRACTOR and approval by ANM of the
Performance Security of the Contract, and other guarantees whichmust be submitted along with the Performance Security as required toinitiate implementation hereof, as per Section 23.1 (a) hereof; and(ii) Delivery by CONTRACTOR of a certification issued by its legal
representative and its auditor (when obligated to do so) attesting to astatus of Good Standing in the payment of wages, social and parafiscal
benefits for their employees, under the terms established by Article 50of the Act 789/2002.
(d) If the Minutes of Commencement have not been signed the ANM may
issue the Order of Commencement for this Contract, once CONTRACTOR
has delivered one certification issued by its legal representative and its tax
auditor (when obligated to have one) attesting to being in status of Good
Standing in the payment of the wages, social and parafiscal benefits of its
employees, in the terms established by Article 50 of the Act 789/2002.
5.2 Term of the Contract
The period of execution of the contract shall be for up to thirty (30) years from thedate of Commencement.
5.3 Extension of the Contract(a) Asat least two (2) years before the expiration of the period above, and being ingood standing with all obligations hereunder and having paid any fines imposed up
to the date of the request,
CONTRACTOR
shall
request the extension of
the contract up for thirty (30) additional years, which shall not be automatic.

(b) CONTRACTOR shall submit a written application to the ANM indicating the reasons forrequesting the extension of the Contract and the time required, which in any case shall not
exceed thirty (30) years. Once the request is submitted, the ANM shall have sixty (60)Business Days to review and respond to said request, for which it may convene working
groups between the Parties to discuss the content of the request for extension of theContract, as well as request CONTRACTOR to submit any additional information to
make a decision.

(c) The request for extension of the Contract shall include at least the analysis and technical,
economic, social and environmental support that demonstrate viability
to extend the Contract.
(d) The extension of the Contract shall not be automatic, so parties shall negotiate in good faith anamendment hereto, which shall include within its clauses the terms and conditions of theextension, seeking to not change the interests of the ANM or the Additional Consideration
under the contract negatively.
(e) The Parties may not take more than one hundred and eighty (180) Business Days from the dateof response to the request mentioned in paragraph (b) above to: (i) negotiate the terms andconditions of the extension, which would be officialized by means of an amendment
signed between the parties, or (ii) for the ANM to deny the request for extension in caseof not reaching an agreement between the parties, or in case the ANM does not deem
extension viable after conducting a cost benefit analysis of it, as applicable. In case ofbeing granted, the extension shall take effect upon registration on the National Mining
Registry, in accordance with the provisions of the Applicable Law.
(F) Additionally, any request for extension of the contract must be properly substantiatedbased on resources and mineral reserves existing in the Awarded area, according to thelatest SOTW presented to the ANM and reports on resources and reserves thathave been found on occasion of the exploration activities carried out by
CONTRACTOR, either in accordance with the Colombian Standard for Public
Reporting of Exploration Results, Mineral Resources and Reserves – ECRR (from its
original Spanish language initials: Estándar Colombiano para el Reporte Público de
Resultados de Exploración, Recursos y Reservas Minerales) or with any otherinternational standard for reporting results of exploration of mineral resources andreserves of CRIRSCO member countries.
The ANM will reserve the right at all times to request additional or supplemental
information as required for making a decision.
(g)

CONTRACTOR may request the extension of the Contract again,as provided in this section, before
the end of the first extension of
the Contract,
as long as the Awarded Area has sufficient resources and mineral reserves torequest additional extensions to the term, according to paragraph (f) above. Said
request for additional extension must comply with all the provisions of this section.

5.4 Stages of Contract Execution

(a) The execution of the contract will take place in the stages below:(i) Early Technical Evaluation Stages(A) This stage will have a maximum duration of one (1) year from the Date ofCommencement, extendable for up to one (1) additional year, provided that
CONTRACTOR submits the request in accordance with the provisions in Section
6.5 (a).
(B) Upon conclusion the Early Technical Evaluation Stage, Contractor may terminate
this contract if CONTRACTOR desires to do so, according to the provisions ofSection 6.5 (b). If CONTRACTOR desires to continue with the implementationof the Agreement, it will start the Exploration Stage.

(ii) Exploration Stage(A) In the event that CONTRACTOR chooses not to advance the Early Technical
Evaluation, the Exploration Stage will begin with the signing of the Minutes ofCommencement or the issuance of the Order of Commencement. Contrarily the
Exploration Stage shall start with the signing of the Minutes of Completion of the
Early Technical Evaluation Stage.
(B) This stage will have a duration of three (3) years, extendable for up to four (4) periodsof two (2) years, for a total of eleven (11) years. However, the contractor may
request an additional extension of this Exploration Stage as provided in the clause
7.6.
(C) Upon conclusion of the Exploration Stage, the Construction and Assembly Stage.
(iii) Construction and Assembly Stage(A) This stage will begin with the signing of the Minutes of Commencement of theConstruction and Assembly Stage, and have a maximum duration of two(2) years, extendable up for (1) year more.
(B) Upon conclusion of the Construction and Assembly Stage, there shall begin the
Exploitation Stage.
(iv) Exploitation Stage(A) This stage shall begin on the date on which the Minutes of Commencement of the
Exploitation Stage are signed, and shall conclude with the signing of the Act ofCommencement of the Closing and Abandonment Stage under the Contract.

(B) In all cases, the Exploitation Stage shall conclude upon Expiration of the term of theContract or its extension – if any – in accordance with clause 5.3.
(v) Closure and Abandonment Stage(A) This stage will begin on the date on which the Minutes of Commencement of the
Closing and Abandonment Stage of the contract are signed, and CONTRACTOR
complies with the Closure Plan.
(B) The duration of the Closure and Abandonment Stage will correspond to: (i) the term
approved in the SOTW to carry out the Project Closure and Abandonment
activities, or (ii) the term approved in the environmental license to carry out the
Closing and Abandonment activities, or (iii) as established in the Applicable Law,
whichever is greater.

ARTICLE 6EARLY TECHNICAL EVALUATION STAGE
6.1 Overview
This Early Technical Evaluation Stage seeks to enable CONTRACTOR to assess themineral potential of the Awarded Area, and to identify the elements to allow
CONTRACTOR to decide whether CONTRACTOR desires to proceed with the
Exploration Stage of the contract on all or part of the Awarded Area.
CONTRACTOR shall execute this step in accordance with the Technical Evaluation
Plan presented with its offer, which should have included at least the activities ofprospecting and exploration planned during this stage. This Technical Evaluation Plan
must contain the program and Schedule of the Works (SOTW), which will be
developed under the sole responsibility of CONTRACTOR, all in accordance with therespective Offer.

CONTRACTOR shall not be obligated to pay any amount to the ANM as a Surface
Fee during this Early Technical Evaluation Stage.
6.2 Term for the Commencement of the Early Technical Evaluation StageThe Early Technical Evaluation Stage shall run from the Commencement Date until
the date of signing of the Minutes of Completion of the Early Technical Evaluation
Stage.
6.3 Main obligations of CONTRACTOR during the Early Technical Evaluation Stage
Without prejudice to the other obligations provided for in other sections hereof,
the Contractor shall have the obligations below during the Early Technical Evaluation
Stage:(a) Submit to the ANM, within five (5) Business Days from the Date of Commencement, the
TEP that CONTRACTOR submitted with their offer, for approval by the ANM, which
is deemed granted when so indicated expressly by the ANM or when – in the absence ofsuch notification – a period of twenty (20) days from the submission of the TEP.
This plan must punctually abide by the provisions in the Terms of Reference for theawarding of the SMA. The ANM may object to this plan the latter notices that it does notcomply with the requirements for its preparation with the Terms of Reference, or if itshows that there is any inconsistency with the TEP submitted with the Offer.
Once approval has been obtained – whether explicitly or tacitly – for the TEP as
mentioned in Section 6.3 (a) above, CONTRACTOR shall arrange and obtain otherapprovals or permits by the responsible authority (ies) as appropriate under the
Applicable Law, to be able to execute the TEP.
(b) Conduct the early technical evaluation in accordance with the provisions of the Contract andthe TEP, where the CONTRACTOR may perform work of prospecting and exploration,
including activities planned in the Mandatory Exploration Program and the Additional
Exploration Program (subject to compliance with activities approved in the TEP).
(c) Organizing and carrying out the work in such a way that the procedures used comply with
the Applicable Law – particularly with the applicable environmental provisions. For any
violation of these provisions, the ANM may order the modification of procedures or thesuspension of the Early Technical Evaluation Stage, for this reason, without implying
extensions of contractual terms or claims by CONTRACTOR.
(d) Have sufficient equipment, personnel, materials and other supplies at their disposal for theorganization of the work fronts necessary for the fulfillment of the obligations in thetimes provided for in the Contract.
(e) To maintain – under CONTRACTOR’s sole responsibility – the personnel, the equipment,
supplies and materials to be used by CONTRACTOR, its agents or suppliers, and holdthe ANM harmless against any loss or damage caused by the staff, the equipment,
supplies or materials used by CONTRACTOR, its agents or suppliers.
(f) Carry – and keep updated – a record on the activities and management actions implemented
with government authorities as necessary for the fulfillment of CONTRACTOR’s
obligations. This record may be consulted by the ANM at any time; for this Purpose, theANM will give notice to the Contractor two (2) Business Days in advance to the date of
the consultation.
(g) Be responsible for the maintenance, operation, handling, care, use, storage, functionality, andadministration, until its return or reversal of the Awarded Area in conditions of operationand functionality.
(h) Report and socialize the project with the community of the area of direct influence of theContract, in accordance with the Social Management Plan.
(i) To comply with and implement the Social Management Plan(j) CONTRACTOR shall deliver to the ANM the geological, geoscientific information or
information of any other nature on the Project that has been obtained during theTechnical Evaluation Stage. In case of returning of the Awarded Area in an earlyfashion, the Contractor shall provide the abovementioned information within amaximum period of thirty (30) days after the end of the contract. If case of beginning the
Exploration Stage, CONTRACTOR shall submit the above information regularly everysix (6) months from the Date of Commencement of the Exploration Stage.
(k) CONTRACTOR may carry out activities as provided in the Mandatory Exploration Program
and/or the Additional Exploration Program, as long as they correspond to activities thatare part of the TEP approved by the ANM or, if they are not part of the TEP approved by
the ANM, as long as it fully complies with the approved TEP.

(l) Submit a schedule indicating the milestones for the activities planned in the Mandatory
Exploration Program and the Additional Exploration Program to the ANM for approval
no later than sixty (60) days prior to the completion of this stage or of its extension, if
applicable. The ANM shall have a period of thirty (30) days to approve the tentative
schedule of activities or request more information from CONTRACTOR.
6.4 Main obligations of the ANM during the Early Technical Evaluation Stage
Without prejudice to the other obligations provided for in other sections hereof, theANM will have the obligations below during the Early Technical Evaluation Stage:(a) Verify and issue a decision – when so required by the contract and the terms andwith the scope provided in same, on the TEP presented by CONTRACTOR.
(b) To advance the work of supervision in accordance with the provisions of Article
31 hereof.
6.5 End and extension of the Early Technical Evaluation Stage(a) Extension of the Early Technical Evaluation Stage(i) Should CONTRACTOR decide to continue with the Technical Evaluation Plan for
one (1) additional year vis-à-vis the plan for the Early Technical Evaluation
Stage, CONTRACTOR may submit a written, duly justified to the ANM withless than sixty (60) days in advance to the expiration of the term provided for in
Section 5.4 (a) (i) for this stage. The ANM shall evaluate the request based on
the results of the first year of this stage.
(ii) The ANM will have a term of thirty (30) days from the delivery of said request by
CONTRACTOR to communicate – through the corresponding Notice – its
technical report upon the basis on ANM’s criteria.
(iii) Should a controversy arise in relation to the justification of the request for extension,
it may be submitted to the Amiable Compositor according to the provisions ofSection 30.1 hereof. In any case, in the event in which the request for extension
is not accepted, the Exploration Stage shall begin.
(b) Early Termination

(i) Upon conclusion of the Early Technical Evaluation Stage, of CONTRACTOR believes that
the Awarded Area does not have a sufficient mineral potential to continue to the
Exploration Stage hereunder, CONTRACTOR may terminate this Contract. To thiseffect, CONTRACTOR shall submit notification to the ANM within forty -five (45)days prior to the expiration of the period prescribed by Section 5.4 (a) (i) for this stage,
including the extension if applicable. The ANM shall not reject the request of theContractor in terms of the termination of the contract during the Early Technical
Evaluation Stage.
(ii) Similarly, in the event in which CONTRACTOR decides to terminate this contract during
this stage, Section 28.3 hereof shall apply.
(iii) In any case, once the Early Technical Evaluation Stage has been completed,
CONTRACTOR shall deliver the respective reports of the prospecting and/or
exploration results, in compliance with the manual for the supply and delivery ofgeological information generated in the development of mining activities (Resolution
564 of the 2 of September of 2019).
(c) Exclusion of area from the Awarded Area(i) In the event that CONTRACTOR believes that the potential of the Awarded Area issufficient to continue to the Exploration Stage under the contract, but only for a portionoftheAwardedArea,
CONTRACTOR
shall
submitnotification to the ANM about this situation within thirty(30) days prior to the expiration of the period provided by Section 5.4 (a) (i) for thisstage, including the extension if applicable.
(ii) Once the abovementioned Notification is received, the Parties will have a period of fifteen(15) days to sign Minutes of Return of an Area for the area that will be returned to theANM. The obligations hereunder shall only continue with respect to the Awarded Area
that CONTRACTOR keeps.
(iii) If ANM authorizes the return of area in this stage, CONTRACTOR shall present a
Mandatory Exploration Program and an Additional Exploration Program adjusted to
the Awarded Area resulting after approval of the respective return, for said Mandatory
Exploration Program and Additional Exploration Program to be executed in the
Exploration Stage.
(iv) The ANM shall have a period of thirty (30) days to approve or request more informationfrom CONTRACTOR regarding the Mandatory Exploration Program and theAdditional
Exploration
Program for
Area resulting from the return hereunder.

theAwarded(v) In any case, CONTRACTOR may make modifications to the Mandatory Exploration
Program and the Additional Exploration Program in the Exploration Stage inaccordance with the provisions of Section 7.3 hereof
ARTICLE 7
EXPLORATION STAGE
7.1 Main obligations of CONTRACTOR during the Exploration Stage
Without prejudice to the other obligations provided in other sections
hereof, CONTRACTOR shall have the obligations below during the Exploration
Stage:(a) In the event that CONTRACTOR decides not to implement the Early
Technical Exploration Stage, CONTRACTOR shall have the obligations below:(i) Submit to the ANM the plans listed below within thirty (30) Business Days from theCommencement Date for approval, which shall be deemed approved when so
expressed by the ANM or when, in the absence of such Notification, aperiod of thirty (30) days has
elapsedfrom the presentation of the plans without any pronouncement:(A) Social Management Plan
(B) Mandatory Exploration Program(C) Additional Exploration Program(ii) These plans shall strictly abide by the provisions in the Applicable Law. The ANM may
only object to these plans if the ANM notices that they do not comply with therequirements for their preparation in accordance with the Applicable Law or if they
contravene the best practices of the mining industry.
(iii) The activities included by CONTRACTOR in the Mandatory Exploration Program andthe Additional Exploration Program shall be the same as those initially presented by
CONTRACTOR with its Offer. There can be no deviation from what that the
CONTRACTOR submitted with its offer and the Mandatory and Additional
Exploratory Programs submitted at this Exploration Stage.

Once approval has been obtained – whether explicitly or tacitly – for the TEP as mentioned in
Section 6.3 (a) above, CONTRACTOR shall arrange and obtain other approvals or
permits by the responsible authority (ies) as appropriate under the Applicable Law, to beable to execute the plans(b) Submit to the ANM the Schedule of the Works (SOTW) in accordance with theprovisions in Section 7.4 below.
(c) Develop a report of resources and reserves arising from the activities of exploration
undertaken by CONTRACTOR, in accordance with the Colombian Standard for
Public Reporting of Exploration Results, Mineral Resources and Reserves – ECRR
(from its original Spanish language initials: Estándar Colombiano para el Reporte
Público de Resultados de Exploración, Recursos y Reservas Minerales) or any otherinternational standard for reporting results of exploration of mineral resources andreserves of CRIRSCO member countries, which must be presented together with the
SOTW on the terms provided in Section 7.4 below.
(d) Pay the ANM the Surface Fee in accordance with the provisions of the Applicable Law
and the partial payments established in ARTICLE 8 hereof.
(e) Organize and carry out the work in such a way that the procedures used comply with theApplicable Law – particularly with the terms of reference for exploration of the
ANM and the other applicable regulations. In the event of any violation of said
provisions, the ANM may order the modification of procedures or the suspension of
the Exploration Stage for this reason, without implying an extension of thecontractual terms or claims by CONTRACTOR.
(f) To comply at all times with applicable Environmental Mining Guidelines for the Project,and obtain environmental permits or licenses as required for the Exploration Stage.
(g) Comply with the Mandatory Exploration Program and the Additional Exploration
Program as approved by the ANM. Said Programs are an integral part hereof as
Annexes 4 and 5.
(h) Have at its disposal the equipment, personnel, materials and other supplies sufficient forthe organization of the work fronts necessary for the fulfillment of the obligations
within the times provided for in the Contract.
(i) To maintain – under CONTRACTOR’s sole responsibility – the personnel, theequipment, supplies and materials to be use by CONTRACTOR, its agents or
suppliers during the period of validity hereof, and hold the ANM harmless for any

loss or damage caused by staff, the equipment, supplies or materials used by
CONTRACTOR, its agents or suppliers.
(j) Carry – and keep updated – a record on the activities and management actions implemented
with government authorities as necessary for the fulfillment of CONTRACTOR’s
obligations. This record may be consulted by the ANM at any time; for this Purpose, theANM will give notice to the Contractor two (2) Business Days in advance to the date of
the consultation.

(k) Be responsible for the maintenance, operation, handling, care, use, storage, functionality
and administration of the Awarded Area until it is returned or reversed in conditionsof operation and functionality.
(l) Report and socialize the project with the community of the area of direct influence of theContract in accordance with the Social Management Plan.
(m) To comply with, and implement, the Social Management Plan.
(n) process and obtain the Environmental License for the project before completion of the
Exploration Stage, and as a condition prior to the start of the Construction andAssembly Stage.
(o) CONTRACTOR shall deliver to the ANM the geological, geoscientific information or
information of any other nature on the Project obtained during the Exploration Stage.
In case of returning the Awarded Area in advance, CONTRACTOR shall deliver the
aforementioned information within a maximum period of thirty (30) Days after theend of the Contract. If commencing the Construction and Assembly Stage,
CONTRACTOR shall provide the information above periodically every six (6)months from the Date of Commencement of the Exploration Stage. Delivery of therelevant reports of results of the prospecting / exploration processes should be carriedout in compliance with the Manual of supply and delivery of information generated
in the geological development of mining activities (Resolution 564, September the
2nd, 2019).
7.2 Main obligations of the ANM during the Exploration Stage
Without prejudice to the other obligations provided for in other sections hereof, theANM will have the obligations below during the Exploration Stage:(a) Verify and decide, when so required by the Contract and the terms and with the scope provided
in same, on the Plans submitted by CONTRACTOR.
(b) To advance the work of supervision in accordance with the provisions of the Article 31 hereof.
7.3 Amendments to the Mandatory Exploration Program and the Additional
Exploration Program(a) The CONTRACTOR may make the adjustments and/or modifications to the Mandatory
Exploration
Program and the Additional
Exploration
Programas
deemed appropriate. Such modifications and/or adjustments will be at
CONTRACTOR’s
own
expense
and
risk
and
under his responsibility, with the aim of ensuring the attainment of the results required by the Contract, provided they keep at least the investment values established for the
Mandatory
Exploration
Programand the
Additional
Exploration
Program presented by CONTRACTOR with its Offer.
(b) CONTRACTOR shall give notice of these adjustments or modifications to theANM, delivering
thecorresponding
documentsforthelatter’s
analysis and observations. The ANM will
have a period of forty - five (45) days to rule on the modifications and make therecommendations as deemed appropriate, and approve or reject the proposed
modifications. Silence on the part of the ANM within the foreseen term shall not be
understood as approval of the changes proposed by CONTRACTOR.
(c) In the event that the ANM rejects the proposed adjustments and/or modifications to the
Mandatory Exploration Program and the Additional Exploration Program, theParties may makerecourse
totheAmiableCompositor
to resolve said Dispute, and while the Dispute is resolved, the CONTRACTOR shallcontinue executing the Mandatory Exploration Program and the Additional
Exploration Program as approved by the ANM.
7.4 Schedule of the Works (SOTW)(a) Approval of the SOTW(i) The Contractor shall submit to the ANM, the Schedule of the Works (SOTW) for theConstruction Stage and the Exploitation Stage, no less than one hundred and twenty(120) days in advance to the date of expiry of the Exploration Stage.

(ii) The guidelines for the preparation of the Schedule of the Works (SOTW) are included in
Annex 2. Without prejudice to the provisions in the Annex 2, the SOTW shall comply
with the provisions of Article 84 of the Mining Code, Resolution 299 of 2018 and
Resolution 100/2020 in relation to the preparation of a report of resources
and reserves arising from the activities of
exploration
work carriedout byCONTRACTOR, in accordance with the Colombian Standard for Public Reporting of
Exploration Results, Mineral Resources and Reserves – ECRR (from its original
Spanish language initials: Estándar Colombiano para el Reporte Público de
ResultadosdeExploración,
RecursosyReservas
Minerales) or with any other standard international for reporting exploration results
and minerals resource reserves from member countries of CRIRSCO.
(iii) The ANM shall have a period of ninety (90) days from delivery of the SOTW
by CONTRACTOR to communicate, through the corresponding notification, its
technical report on the STOW based on its own judgment.
(iv) The ANM shall request CONTRACTOR to adjust the SOTW if the latter deems
that the SOTW fails to meet:(A) The requirements provided in Annex 2; or(B) Any other provision of the Contract or the Applicable Law.
(v) In the event that ANM does not issue a pronouncement within ninety (90) calendar
days following the submittal of the SOTW by CONTRACTOR, it shall be
understood that there is no objection in regards to same.
(vi)

In the event that the ANM issues observations to the Schedule of the Works(SOTW), CONTRACTOR shall provide response and/or to proceed to incorporate
said observations – if CONTRACTOR agrees therewith – within thirty(30) days following the date of the communication on the observations made by the
ANM. Upon expiration of this period, CONTRACTOR shall resubmit the SOTW
to the ANM, and the latter shall in turn have sixty (60) Days to verify the incorporationof the observations made by the ANM.
Said
verification shallbe reported to
CONTRACTOR through the corresponding Notification.
In the event that Contractor does not agree with the observations and manifests so in
writing through the corresponding Notification to the ANM, and the latter disagrees

with the arguments raised in those comments, or if the ANM believes the
CONTRACTOR did not incorporate the observations of the former in due form, thedispute shall be submitted to the Amiable Compositor.
(vii) The obligations hereunder shall not be modified, suspended or displaced as a resultof summoning the Amiable Compositor or making recourse to any other disputesettlement mechanism.
(viii) It shall be understood that the adequacy of the SOTW vis-à-vis the Contract has beenverified when:(A) The ANM expressly states so through the corresponding Notification; or(B) The ANM has requested CONTRACTOR to adapt the SOTW, and the effective
implementation of the adjustments has been verified, or(C) Upon expiration of the term as under the Section 7.4 (a) (v), theANM has kept silent; or(D) The Amiable Compositor has resolved the controversy related to the Schedule ofthe Works (SOTW).
(ix) The verification carried out by any of the mechanisms indicated in the Section above will
not relieve CONTRACTOR of its duty to comply with the obligations set forth in theContract.
(x) In any case, the risk in the design, structuring and preparation of the SOTW is understood tobe transferred in its entirety to CONTRACTOR. Consequently, CONTRACTOR shalladapt and/or modify the Schedule of the Works (SOTW) at any time, at its expense andunder its responsibility, in order to obtain the results provided herein.
(xi) In the event that the SOTW excludes any area from the Awarded Area, the Parties shallcomply with the procedure established in Section 7.5 below.

(b) Modifications and Adaptations to the SOTW(i) The adjustments and/or modifications made by CONTRACTOR to the Schedule of
the
Works
(SOTW) will
be at its
own
expenseand risk, and under their responsibility,
results required in the contract.

in

order

to

ensurethe(ii) CONTRACTOR shall notify the ANM of these adjustments or modifications
through a duly substantiated request submitted for analysis and observations
with all the technical documents as needed to substantiate the request.
(iii) The ANM shall have a period of sixty (60) days to issue a pronouncement on
the modifications and make the recommendations as deemed
appropriate. Silence on the part of the ANM within the prescribed period shallbe understood as absence of comments, without prejudice to ability of the
ANM to advance the relevant remarks at any subsequent time, for the SOTW
to allow fulfillment of the obligations provided herein.
(iv) In the event that CONTRACTOR decides to return areas of the Awarded Area, theareas returned shall not be included in the SOTW.
(c) Deadline for adjustments by CONTRACTOR(i) Any adjustment CONTRACTOR should introduce to the Schedule of the Works(SOTW) by request of the ANM shall be done within a maximum term of (30)
Business Days, which may be extended, upon decision of the ANM.
(ii) Unless CONTRACTOR has not responded to the ANM’s requests, the ANM
shall only verify that the adjustments requested have been made and will not be able
to rule on new matters regarding the SOTW.
(iii) The ANM shall decide on the CONTRACTOR’s modifications within sixty (60)days, as stated in Section 7.4 (c) (i) above.
(d) Compliance with the SOTW(i) CONTRACTOR shall strictly comply with the SOTW and all its modifications during theexecution of the Contract. Any breach of the SOTW by CONTRACTOR shall leadto the penalties provided herein and give rise to the enforcement of the performance
security on the part of the ANM.
(ii) The SOTW is, by its nature, a dynamic document that can change from time to time withthe evolution of the exploitation work of the mine built by CONTRACTOR in theAwarded Area. As a result of this, CONTRACTOR warrants that it will modify theEnvironmental License to reflect the modifications to the SOTW, and shall not start
any work or activity to until obtaining the corresponding modification to theEnvironmental License, if applicable.
7.5 Exclusion of areas of the Awarded Area(i) CONTRACTOR shall have the power to exclude one or more areas of theAwarded Area at the time of preparing the SOTW. In this case, during theprocess of approval as under Section 7.4 (a) above, CONTRACTOR shallreport this situation to the ANM, including the reasons for which
CONTRACTOR desires to exclude the abovementioned area (s) of theAwarded Area.
(ii) The Parties shall subscribe Minutes of Return of Areas for the area of theAwarded Area which will be returned to the ANM. This record shall besigned within thirty (30) days after the date whereupon approval was granted
to the Schedule of the Works (SOTW) in the terms provided in Section 7.4 (a)above.
(iii) The obligations hereof shall continue only with respect to the Awarded Area
kept by CONTRACTOR.
(iv) The area excluded from the retained area must be returned to ANM in
accordance with the procedure provided for this purpose in the Mining Codeand/or the Applicable Law for the return of areas. Once the returned area isreceived by the ANM, the latter shall proceed to its registration in the
National Mining Registry, and will record the partial return of the Awarded
Area by other means. The ANM shall have the ability to reserve the area
returned for future processes of awarding SMAs.
7.6 Extensions in the Exploration Stage(a) At least six (6) months prior to the expiration of the initial term of three (3) years
provided for the Exploration Stage, CONTRACTOR may request the extension of
the Exploration Stage for two (2) additional years. Once the Exploration Stage is
extended for two (2) years, CONTRACTOR may request other three (3)extensions for two (2) additional years, at least three (3) months prior to theexpiration of each period of two (2) years, until completing a total Exploration
Stage of eleven (11) years.
(b) CONTRACTOR shall submit a written request to the ANM every time an
extension is requested in the Exploration Stage. Said request shall indicate thereasons for which CONTRACTOR requests that the ANM authorize the extensionof the Exploration Stage. In its request, CONTRACTOR shall justify its request
for extension of the Exploration Stage and submit a Subsequent Exploratory
Program for this purpose, indicating the activities of exploration to be performed
during the corresponding extension. CONTRACTOR shall submit a Subsequent
Exploratory Program with each extension request for approval by the ANM.
(c) Once the application is submitted, the ANM shall have thirty (30) Business Days toreview and respond to the request. To this effect, the ANM may request
CONTRACTOR to submit additional information as required to make a decision.

(d) The ANM may reject a request for extension of the Exploration Stage if properly
justified as is indicated in paragraph (b).
(e) CONTRACTOR shall comply with the Subsequent Exploratory Program as
approved by the ANM for each extension.
(f) Upon expiration of the eleven (11) years of the Exploration Stage (provided theextensions were granted by the ANM), the Contractor may request a further
extension of the Exploration Stage for a term that not may be superior to seven(7) additional years (the “Additional Exploration”). For this purpose, theapplication of the Additional Exploration shall include sufficient analysis andsupport to demonstrate the need for the Additional Exploration. Similarly,
CONTRACTOR shall submit a Subsequent Exploratory Program to be carriedout during the Additional Exploration, which includes at least all the activities
that CONTRACTOR will carry out in the Awarded Area during the Additional
Exploration, and that support the term requested.
(g) The request for Additional Exploration shall be submitted by CONTRACTOR in
writing to the ANM six (6) months prior to the expiration of the eleventh (11or) year of the exploration stage. After submitting the application, the ANM
will have sixty (60) Business Days to review and respond to such a request, forwhich purpose it may request CONTRACTOR to submit additional
information as required to make a decision.
(h) The ANM may refuse a request for Subsequent Exploration if not foundappropriately justified as per paragraph (f).
(i) CONTRACTOR shall comply with the Subsequent Exploratory Program as
approved by the ANM for each extension.
(j) During the Additional Exploration, CONTRACTOR shall pay the same annual
amount for Surface Fees as applied for the eleventh (11th) year of the
Exploration Stage according to Clause 8.1 below.

7.7 Contract Resignation in the Exploration Stage(a) In the event that CONTRACTOR resigns the contract during the first three (3)years of the Exploration Stage, CONTRACTOR shall pay to the ANM a penalty
equal to ten percent (10%) of the value of the Mandatory Exploration Programand of the Additional Exploration Program.
(b) Contract resignation during the period specified in paragraph (a) will not have tocomply with the provisions of Section 28.2 (c).
(c) Payment of the penalty provided in paragraph (a) shall not be accumulated with thepenalty provided in clause 24.5.
(d) Any contract resignation in a period subsequent to the period indicated inparagraph (a) shall comply with the provisions of Section 28.2 (c).

ARTICLE 8
ECONOMIC CONSIDERATIONS
8.1 Surface Fees(a) The Surface Fee on all the Awarded Area during the Exploration Stage, the Construction
and Assembly Stage or extensions thereof granted to CONTRACTOR for exploration

during the Exploitation Stage, are compatible with Royalties and are a considerationthat will be charged by the ANM regardless to whoever owns or possesses
the Awarded Area. The value of these Surface Fees shall be as provided by the
Applicable Law at the time in which said fees are accrued.
(b) CONTRACTOR shall pay the Surface Fees according to the following scale for each yearof execution of the Contract from the first year of the Exploration Stage:
Number of hectares

SMLDV/h
0 -150151 - 5.000
5.001 - 10.000

0 to 5 years

SMLDV/h
0,5
0,75
1,0

More than 5
years up
to 8 years

More than 8
years to 11 years

SMLDV/h
0,75
1,25
1,75

1
2
2

(c) In order to encourage the reduction of times in the Exploration Stage, the Contract provides
certain benefits to incentivize CONTRACTOR to reduce the times of its Exploration
Stage
and
start
Exploitation
activities
ina shorter time. Thesebenefits include the gradual payments of the Surface Fees as provided in paragraph (b)thus:(i) Year 1: In this period, the Awardee will only pay twenty-five percent (25%) of
the value of the surface fee.
(ii) Year 2: In this period, the Awardee will only pay fifty percent (50%) of the valueof the surface fee.
(iii) Year 3: In this period, the Awardee will only pay seventy-five percent (75%) of
the value of the surface fee.
(iv)

Years
4
and
5:
In this period, the Awardee
hundred per cent (100%) of the value of the surface fee.

will

pay

one

(v) Years 6 and 7: In this period, the Awardee will pay one hundred twenty
five percent (125%) of the value of the surface fee.
(vi) Years 8 and 9: In this period, the Awardee will pay one hundred
fifty percent (150%) of the value of the surface fee.

(vii) Years 10 and 11: In this period, the Awardee will pay two
hundred per cent (200%) of the value of the surface fee.
(d) During the Construction and Assembly Stage, CONTRACTOR shall pay the ANM avalue corresponding to one hundred percent (100%) of the value of the Surface Fee.
(e) In the event that CONTRACTOR performs exploration work during the Construction andAssembly Stage and/or during the Exploitation Stage as provided in Sections 11.5 and12.3 respectively, CONTRACTOR shall pay a value corresponding to one hundred
percent (100%) of the value of the Surface Fee during the period granted by the ANM to
conduct activities in the Construction and Assembly Stage and the Exploitation Stage. The
Surface Fee will start becoming payable of the Business Day following the day whereupon
the ANM issues an affirmative decision on exploration in the Construction and AssemblyStage and/or the Exploitation Stage becomes effective.
8.2 Surface Fee Discount
CONTRACTOR shall be entitled to deduct up to one hundred percent (100%) of the
Surface Fee paid during the first five (5) years from the Exploration Stage from theamounts payable to the ANM in respect of the Additional Consideration (the“Discount”). Once CONTRACTOR begins the Exploitation Stage, CONTRACTOR
may apply the discount during the first five (5) years of development of activities inthe Exploitation Stage. Therefore, this Discount will apply to the amount paid for
Surface Fee in accordance with the provisions of Sections 8.1 (c) (i), 8.1 (c) (ii), 8.1(c) (iii) and 8.1 (c) (iv) above, proportionally within the first five (5) years ofdevelopment of activities in the Exploitation Stage.

8.3 Royalties(a) CONTRACTOR shall declare and pay Royalties in accordance with theprovisions of Act 141/1994, Decree 600/1996 and any other regulations that amend,
add to, supersede and/or supplement them.
(b) Failure to declare and pay the royalties due hereunder will result in the impositionof penalties in accordance with the provisions of Section 24.1 hereof and/or
declaration of forfeiture in accordance with the provisions of the Article 27 hereof,
without prejudice to the other consequences established in the Applicable Law.

(c) Any difference in the declaration and payment of Royalties shall be resolved
before the Arbitration Court, in accordance with the provisions of Section 30.2 30.1
hereof.

ARTICLE 9
ADDITIONAL CONSIDERATIONS

9.1 General Information(a) CONTRACTOR agrees to pay a quarterly Additional Consideration to the ANM
equivalent to a share of the value of the pithead output production, calculated on the
total volume produced within the Awarded Area.
(b) The Additional Consideration will be liquidated considering the base price of liquidationof royalties set by UPME agency in accordance with the resolution in effect for thequarter concerned.
(c) The additional consideration receivable shall be collected by the ANM as prescribed by
the regulations on the subject issued by the ANM from time to time.
9.2 Calculation
The calculation of the Additional Consideration (AC) will be as follows:
𝐴C = 𝑋 ∗ 𝑃 𝑜 ∗ 𝑃𝐴
Where:- ’X’ represents the total amount of ore produced,- ’Po’ represents the price basis for settlement of royalties set by UPME agency, and- ’PA’ corresponds to the participation (percentage) offered by CONTRACTOR with its
Offer.
Both the quantity of mineral produced (X) and the base price (Po) will be calculated
in a manner which is similar to the corresponding royalty for each mineral produced
hereunder. The percentage of participation (PA) is the percentage that
CONTRACTOR offered with its Offer for the SMA.

9.3 Liquidation
The economic consideration will be collected by the ANM in accordance withthe regulations issued to this effect and its payment is subject to the corresponding
pricing for liquidation of royalties made by UPME agency quarterly.
Payment of the Additional Consideration shall be subject to the assessment ofhigh and low prices as provided in the section below.

9.4 Variations in the Additional Consideration for high and low prices(a) General Information
The Additional Consideration may have a higher or lower payment, dependingon whether the price of each mineral extracted in the Awarded Area inthe market (PM) is located outside a determined range.
If the mineral market price (PM) is greater than the eighty (80) percentile value,
it will be understood that the price of the mineral is in a stage of highprices. Payment of the Additional Consideration shall be incremental by twentyfive percent (25%), to the extent that the market price (PM) is located in a higher
percentile as indicated in the following table (using an example of an Additional
Consideration equivalent to one percent (1%)):
HIGH PRICES
Percentile

Increment

Participation
If PA = 1%>= 80%

25%

PA*1.25>= 85%

50%

PA*1.50>= 90%

75%

PA*1.75>= 99,9%100%

PA*2.00

If the market price (PM) is lower than the twenty (20) percentile, it will be
understood that the price of the ore is in a stage of low prices. Payment of theAdditional Consideration will be gradually reduced by twenty-five percent(25%), to the extent that the market price (PM) is located in a lower percentile
as indicated in the following table (using an example of an Additional
Consideration equivalent to one percent (1%):
LOW PRICES
PercentileIncrementParticipation
If PA = 1%<= 20%<= 15%<= 10%

25%
50%
75%

PA*0.75
PA*0.50
PA*0.25<= 0,1%100%

PA*0.00(b) Method for the calculation of high and low prices
To determine the limits from which the accrual of the Additional Consideration isdetermined by a scenario of high and low prices, a series of data is constructed of thedaily or quarterly closing price of the mineral extracted – as the case may be – in thelast five (5) years from the month of settlement, taking the source of the London Metal
Exchange (LME).
The characteristics for the construction of the series of prices will be determined byconditions set by the ANM in methodologies for calculating the price of the Royalties.
This includes updates of the price upon the basis of the Producer Price Index (IPP),
and the Consumer Price Index (CPI), as appropriate.
Once the series of the last five (5) years for the price of the mineral is constructed, thepercentiles of tables 1 and 2 are calculated (percentiles 80, 85, 90 and 99.9 for highprices and 20th, 15th, 10th, 5th and 0.1 percentiles for low prices).
Subsequently, the market price (PM) is calculated. The market price is defined as theaverage price of the daily closing data for the last calendar month.

Finally, the market price (PM) is compared with the value of the percentiles in tables 1
and 2 to establish causation. If the market price (PM) is below the eighty (80) percentile
and above the twenty (20) percentile, the Awardee will pay the Additional
Consideration offered with its Offer, Counteroffer or Improved Offer, as the case may
be. Otherwise, the Awardee shall pay a higher or lower value as appropriate.

ARTICLE 10
INTEREST10.1 10.1 Remunerative and Default Interest(a) The default rate applicable to payments due by the Parties hereunder shall be the equivalent
12%, but in no case shall it be greater than the maximum rate permitted by the Applicable
Law.
(b) In order to exhaust the budget and treasury requirements under the Applicable Law, thedeadline for fulfillment of obligations payable to the ANM is five hundred and forty (540)days from the emergence of the respective obligation. For this event, the default interest
applicable to the ANM will begin its accrual only when said period has elapsed.
(c) The provisions of this Section 10.1 are understood without prejudice to any special provision
on payment of sums of money and interests contained in other sections of the contract.
ARTICLE 11
CONSTRUCTION AND ASSEMBLY STAGE
11.1 Conditions for the beginning of the Construction and Assembly Stage
The Minutes of Commencement of the Construction and Assembly Stage shall only
be signed by the ANM when:(a) CONTRACTOR demonstrates and provides a copy of the Environmental License
issued by the competent Government Authority; and(b) CONTRACTOR has a SOTW approved by ANM according to the provisions in
Section 7.3 hereof.

11.2 Breach of the conditions for the beginning of the Construction and Assembly Stage(a) In the event that CONTRACTOR fails provide sufficient evidence to the ANM ofcompliance with the conditions set forth in Section 11.1 above within three (3)months following the completion of the Exploration Stage, the ANM:(i) Shall impose fines to Contractor as applicable in accordance with the provisions ofSection 24.1 hereof.
(ii) Upon expiration of the term provided in the paragraph (i) above, the ANM will proceed
to terminate this Contract in accordance with the provisions in Section 28.2 hereof.
Similarly, in case of non - compliance, the ANM shall declare the expiration of thecontract in the terms provided by Section 27.1.
(b) The above fines and breach hereunder shall not apply in the event that CONTRACTOR
has requested the ANM – and the latter has approved – suspension of Contract on
account of delays in the processing of environmental licenses or permits, as per
Section 14.2.

11.3 Main obligations of CONTRACTOR during the Construction and Assembly Stage
Without prejudice to the other obligations provided in other sections hereof,
CONTRACTOR shall have the obligations below during the Construction
and Assembly Stage :(a) Perform the construction and assembly of the infrastructure and the assembly that
CONTRACTOR deems necessary to carry out the exploitation activities in theAwarded Area, in accordance with the provisions of the SOTW and theEnvironmental License.
(b) Pay the ANM the Surface Fee in accordance with the provisions of Section 8.1(c) hereof.
(c) To plan, design, operate and give closure to their operations in such a way that
promotes the economic and social development, in accordance with the Schedule ofthe Works (SOTW), as well as the conditions set by The National Government inaccordance with the provisions established by the Applicable Law.
(d) Comply with the characteristics, dimensions and qualities indicated in the SOTW.
However, CONTRACTOR may, during its execution, make the changes andadditions it deems necessary in accordance with the provisions of Section 7.3 above.
(e) Be responsible for maintenance operation, handling, care, use, storage,functionality and administration until return or reversal in the conditions of operationand functionality of the Awarded Area.
(f) Report and socialize the project with the community of the area of direct
influence of the Contract in accordance with the Social Management Plan.
(g) To fulfill and implement the Social Management Plan(h) Keep updated – and comply with – the Environmental License and otherenvironmental permits of the Project.
(i) Comply with all other obligations set forth in the Applicable Law, the goodpractices of the mining industry, as well as the licenses and/or permits obtained for
the Project.
11.4 Main obligations of the ANM during the Construction and Assembly Stage
Without prejudice to the other obligations provided for in other sections hereof, theANM shall have the obligations below during the Construction and Assembly Stage:(a) Monitor CONTRACTOR’s compliance with its obligations during theConstruction and Assembly Stage in line with the activities indicated in the SOTW.
(b) To advance the work of supervision in accordance with the provisions of the
Article 31 hereof.
11.5 Exploration during the Construction and Assembly Stage(a) CONTRACTOR may, during the Construction and Assembly Stage, continue
with the exploration of the Awarded Area.

(b) For this purpose, CONTRACTOR shall submit a written request to the ANM
clearly indicating the area in which it intends to continue with exploration activities.
With its request, CONTRACTOR shall justify the reasons for which it intends to
conduct exploration work at this stage and submit the relevant Subsequent
Exploration Program with the exploration activities to take place during theConstruction and Assembly Stage.
(c) The ANM shall have a term of twenty (20) Business Days to assess this request
and the Subsequent Exploration Program, and submit any requirements to
CONTRACTOR if deemed necessary. The ANM will grant CONTRACTOR
reasonable period of time to respond to said requirements; in any case, said period
shall not exceed fifteen (15) days. Once the term to respond has expired, the ANM
shall evaluate the response sent by CONTRACTOR and will proceed to issue its
technical report. In the event that the request for continuation of exploration is not
authorized by the ANM, the parties may resolve the dispute before the Amiable
Compositor.
(d) If authorized, exploration of the area will be subject to the same conditions,duties and rights of the Exploration Stage. CONTRACTOR shall comply with theSubsequent Exploratory Program as approved by the ANM for this stage.
(e) Contractor shall continue paying the Surface Fee in accordance with theprovisions of Section 8.1 (e) hereof in regards to the area where exploration is
performed during the Construction and Assembly Stage.

11.6 Exploitation during the Construction and Assembly Stage(a) CONTRACTOR shall, during the Construction and Assembly Stage, start early the
exploitation of the Awarded Area, without prejudice to the obligation of having timely
established works or permanent installations, provided that CONTRACTOR has
submitted to the ANM the early SOTW which will be part hereof, along with a brief
description of the assembly to be used, reporting to the ANM the beginning of theaforementioned early exploitation.
(b) To this effect, CONTRACTOR shall submit a written request to the ANM clearly
indicating the area in which CONTRACTOR intends to initiate the activities of
exploitation anticipated. The ANM shall have a term of twenty (20) Business Days toevaluate that request and submit requirements to CONTRACTOR if deemednecessary. The ANM shall grant CONTRACTOR reasonable time to meet theserequirements which shall in no case exceed fifteen (15) Business Days. Once the term
to respond has expired, the ANM will evaluate the response submitted by
CONTRACTOR and will proceed to issue its technical report. In the event that therequest for early exploitation is not authorized by the ANM, the Parties may resolve
the dispute before the Amiable Compositor.
(c) In case the request for early exploitation is authorized, said early exploitation shall be
subject to the same conditions, duties and rights of the Exploitation Stage.
(d) CONTRACTOR shall pay the Royalty as indicated in Section 8.3 hereof for area where
the early exploitation is carried out. CONTRACTOR shall also continue to pay the
Surface Fee for the remaining area of the Awarded Area in accordance with theprovisions of Sections 8.1 and 8.2 hereof.
ARTICLE 12
EXPLOITATION STAGE
12.1 Main obligations of CONTRACTOR during the Exploitation Stage
Without prejudice to the other obligations provided in other sections hereof, the Cont
ractor shall have the obligations below during the Stage of Operation:(a) Start the Exploitation Stage once the Construction and Assembly Stage is completed.
(b) Develop exploitation in compliance with the SOTW, the environmental license, theApplicable Laws and best practices of the mining industry.
(c) Keep updated records and inventories in the exploitation phase of the production at themine works and collection sites, to establish at any time the volumes of gross raw
minerals and those delivered to processing plants and, if applicable, to transformation
plants. These inventories and records shall be provided to the ANM on a quarterly
basis. For
thispurpose,CONTRACTOR
shall
fill
out and supply the Basic Mining Format adopted by the ANM.
(d) Put into practice rules, methods and procedures akin to the mining industry to prevent
damage to the materials exploited or removed, or damaged or sterilized reserves insitu susceptible of eventual use, in accordance with rules and conservation measures

or the relevant mineral resource management as adopted by the competent
Authorities from time to time.
(e) Pay the Royalties established in the Applicable Law at the time of completion hereof forthe mineral object thereof. In any case, the amount of the Royalties and the system tosettle and readjust them will be those in force on the date of signing of this contract,
and will apply throughout its term.
(f) Pay taxes or levies of the national, departmental or municipal order as accrued by its
activity, when applicable.
(g) Submit all the information required by the ANM in the formats provided for this purpose
during the term of the Contract.
(h) Adopt and maintain the corresponding measures in the execution of the works to be
carried out during the term of the Project, and have the personnel and material means
necessary to preserve the life and integrity of the persons linked to it, and of third
parties in accordance with current regulations on occupational safety and health.
(i) Adopt measures to protect the healthy environment, watersheds, economic development,
the social, cultural life of their communities and the health of the population against
possible damages that may result from the mining activity in accordance with theApplicable Law.
(j) Be responsible for maintenance operation, handling, care, use, storage, functionality andadministration until return or reversal – in the conditions of operation andfunctionality – of the Awarded Area.
(k) Present a quarterly report detailing the status of compliance with the environmental
obligations resulting from the Environmental License as granted by the competent
Environmental Authority. The ANM will have the right to inspect, at any time, themeasurement equipment installed by CONTRACTOR and all the measurement units
in general.
(l) Report and socialize the project with the community of the area of direct influence of theContract in accordance with the Social Management Plan.
(m) To comply and implement the Social Management Plan.

(n) To form part of the ANM’s Production Control Project implemented by the Vice
President of Monitoring and Control, for the supply of information on the variables
associated with the production of minerals in Colombia.
(o) Comply with all other obligations set forth in the Applicable Law, the good practices ofthe mining industry, and the licenses and/or permits obtained for the Project.
12.2 Main obligations of the ANM during the Exploitation Stage
Without prejudice to the other obligations provided for in other sections hereof, theANM will have the obligations below during the Stage of Operation:(a) Monitor compliance with the CONTRACTOR’s obligations during the Exploitation Stage.
(b) To advance the work of supervision in accordance with the provisions of the Article 31 hereof.
For this purpose, the ANM will render its Production Control Project available to
CONTRACTOR, for the latter to report the information necessary for the monitoring of
the production of minerals in Colombia in real time.
12.3 Exploration during the Exploitation Stage(a) The Contractor may, during the Exploitation Stage, continue with the exploration of theAwarded Area.
(b) For this purpose, CONTRACTOR shall submit a written request to the ANM clearly
indicating the area in which it intends to continue with exploration activities. In its
request, Contractor shall justify the reasons for which CONTRACTOR intends toperform exploration work at this stage and to present the relevant Subsequent
Exploration Program with the activities of exploration to be performed during the
Exploitation Stage.
(c) The ANM will have a period of twenty (20) Business Days to evaluate said request
together with the Subsequent Exploratory Program, and submit requirements to the
CONTRACTOR if deemed necessary. The ANM will grant the CONTRACTOR areasonable period of time to respond to said requirements, which in any case shall not
exceed fifteen (15) days. Once the term to respond has expired, the ANM shall evaluate
the response sent by CONTRACTOR and will proceed to issue its technical report
within a period of no more than twenty (20) Business Days. In the event that the request

for continuation of exploration is not authorized by the ANM, the Parties will resolve
the dispute before the Amiable Compositor.
(d) If authorized, the exploration of the area shall be subject to the same conditions, duties
and rights of the Exploration Stage. CONTRACTOR shall comply with the Subsequent
Exploratory Program as approved by the ANM for this stage.
(e) CONTRACTOR shall pay the Surface Fee in accordance with the provisions of Section
8.1 (e) herein for the area where exploration is performed, during the Exploitation
Stage. The Surface Fee must be paid starting from the Business Day following that
whereupon the request is officially accepted by the ANM.
(f) In addition, CONTRACTOR shall continue to pay Royalties for the remaining area of theAwarded Area as indicated in Section 8.3 hereof.
ARTICLE 13
CLOSURE AND ABANDONMENT STAGE
13.1 Main obligations of the Contractor during the Closing and Abandonment Stage
Without prejudice to the other obligations provided in other sections hereof, Contract
or shall have the obligations below during the Closing and Abandonment Stage:(a) Start the Closing and Abandonment Stage after completing the Exploitation Stage.
(b) Comply with the provisions of the Closure Plan, as approved by the ANM in the
SOTW.
(c) Pay the Fines and/or the Criminal Clause as agreed in the Contract, or not prevent theapplication of the discounts of same from the balances CONTRACTOR’s favor.
(d) Pay taxes or levies of the national, departmental or municipal order as accrued by its
activity, when applicable.
(e) Be responsible for maintenance operation, handling, care, use, storage, functionality
and administration until return or reversal in conditions of operation andfunctionality of the Awarded Area.

(f) Comply with the obligations set forth in the SOTW, the Environmental License andthe other rules that regulate the Closure and Abandonment of mines from time totime.
13.2 Main obligations of the ANM during the Closing and Abandonment Stage
Without prejudice to the other obligations provided for in other sections hereof, theANM shall have the obligations below during the Closing and Abandonment Stage:(a) Monitor compliance with the CONTRACTOR’s obligations during the Closure andAbandonment Stage.
(b) To advance the work of supervision in accordance with the provisions of the Article 31
hereof.
(c) Cooperate with the Environmental Authority for the verification of the state of deliveryof the corresponding SMA.

ARTICLE 14 ENVIRONMENTAL AUTHORIZATIONS
14.1 Overview(a) Environmental management is included as an obligation of the Contract for
CONTRACTOR.
(b) CONTRACTOR declares that it knows the Applicable Law on environmental control
and protection in the mining industry and declares that it knows that, in order to carryout exploration, construction and assembly, exploitation and benefit activities, it thecorresponding approvals, authorizations, Permits and Licenses must obtain from
Government Authorities and / or the Environmental Authority, obliging itself toobtain same for the development of its activities.
(c) For the Exploration Stage, the Contractor shall perform the work according to themining and environmental guidelines, which make integral part hereof, and to obtainthe licenses and permits as applicable and required to develop the Exploration Stage.

(d) For the Construction and Assembly Stage and the Exploitation Stage, there must be a
final and firm administrative act in which the Environmental Authority grants theEnvironmental License in accordance with the SOTW, in the times and conditions
provided in Section 11.2.
(e) In the event that the presence of ethnic groups is established in the Awarded Area,
CONTRACTOR shall carry out prior consultation in accordance with the provisionsof the Applicable Law.
(f) Failure to comply with the applicable environmental regulations will lead to theimposition of Fines as provided in Section 24.1 hereof, without prejudice to any
other fines or sanctions that the Environmental Authority may impose.
14.2 Suspension of the Contract by delays obtaining of permits or licenses(a) In the event that CONTRACTOR has submitted the documentation required by the
Applicable Law to obtain an Environmental Permit or License before the competent
Environmental Authority, and the competent Environmental Authority: (i) has
admitted the process of the respective License or Permit by an administrative act, and(ii) The respective approval or rejection has taken longer than foreseen in the
Applicable Law, CONTRACTOR may request the ANM suspension of this Contract.
(b) The request for suspension provided herein should be sent by CONTRACTOR to theANM duly substantiated and justifying the request. The ANM will have a period offifteen (15) days to approve or deny the suspension request and/or request additional
information if deemed necessary. Should additional information be requested to the
CONTRACTOR, the latter shall submit it to the ANM within five (5) Business
Days, for review of the ANM. The decision of the ANM, once the additional
information is received, it may not exceed a period of ten (10) days.
(c) Suspension of the Contract provided for in this Section applies at any stage of its
execution and will be for periods of up to six (6) calendar months. If thecircumstances that gave rise to the suspension hereunder last for a period greater thansix (6) calendar months, the CONTRACTOR may request the suspension again.
(d) The suspension of the Contract will be automatically lifted when the competent
Environmental Authority resolves the request for the respective Permit or Licensepresented by CONTRACTOR, either by granting or rejecting the Permit or License.

(e) The suspension of the contract for the reasons provided in this Section will extend theterm of the contract in one period equivalent to respective suspension.
ARTICLE 15 SOCIAL INVESTMENT
15.1 General Information
The CONTRACTOR shall annually execute social investment projects for thecommunity located in [●], in the Municipality [●], Department [●] for a value
equivalent to [one percent (1%) of the Mandatory Exploration Program, the Additional
Exploration Program and Subsequent Exploration Programs and one percent (1%)
of the revenue received in the Exploitation Stage in the following conditions:(a) The Project will be aimed at reducing poverty and improving the quality of life of the
population living in the beneficiary district of this Section, and may be destined,
among other things, to: health, education, housing or improvements for inadequate
housing, infrastructure (roads, hospitals, schools sports, libraries), as well as to projectsof chain production (production and marketing).
(b) The Contractor shall define, in the first four (4) months of each year, the project intended
for development in each annuity and shall send to the ANM the list of these projects
before the fifteen (15) of May each term. The Projects shall take into account theguidelines of the Development Plans of the Municipality [●], Department [●].
(c) The execution of the investments hereunder shall have a term for their effective
implementation until June thirty (30) of the year following the effective date. If theworks have not been performed by June thirty (30) the year following the year of theterm, this will be grounds for the imposition of a fine, unless the occurrence of an
Event Excluded from Liability is accredited in accordance with the provisions hereof.
(d) No fines hereunder shall be imposed in the case of co-financed projects and the co-funding
entity fails to comply with the contribution committed and/or with their obligations to
the development of the project for any reason. In these events, the Parties hereto shallagree the new deadline or, failing that, the definition of a new project.
(e) Within the first fifteen (15) Business Days of August of the following year of each term,
CONTRACTOR shall send to the ANM a report that includes the list of social
investment projects executed in the corresponding annuity. The supporting
documentation for projects implemented may include, without limitation:

photographic records, videos or certificates of receipt at satisfaction by thebeneficiaries or mayor of the municipality, inter alia.
(f) Verification of the provisions herein will be performed by the ANM in the periods here
provided or when and so determined by the latter.
(g) Each year, CONTRACTOR shall perform a dissemination activity with community inregards to the implementation of the projects in accordance with its Social
Management Plan.
(h) Albeit this Contract is not a mining concession contract, in order to prioritize investments
for the provision of Public Services in the programs for the benefit of the communities
as under section 7, Article 3rd of Decree 714/2012 and in the strategic lines of thesocial management plans as under Article 22 of the Act 1753/2015, as well as Act
2045/2020, in the event that this Agreement is listed as “large - scale mining” projectgiven its level of exploitation according to the provisions in the article 2.2.5.1.5.5 of
the Decree 1073/2015, CONTRACTOR shall provide compliance with the provisions
applicable on the matter as contained in Act 2045/2020.
(i) All the provisions herein shall be included by CONTRACTOR in the Social Management
Plan and/or in the regulation issued for that purpose by the competent authority.
ARTICLE 16 AVAILABILITY OF MINERAL
16.1 General Information(a) CONTRACTOR shall have the free availability of the minerals hereunder that it will
extract in compliance with the SOTW as approved by the ANM. The minerals in situ
are the property of the Colombian State and once removed, will be owned by
CONTRACTOR, who may dispose of them freely, without prejudice to the processing
and trade of minerals enshrined in the Applicable Law.
(b) When minerals other than those hereunder are found as a result of the exploitation works,
CONTRACTOR may request that said minerals be added to the Contract by signing acertificate that will be recorded in the National Mining Registry. For this purpose,
CONTRACTOR shall submit a written request to the ANM with the minerals that they
intend to add to the Contract.

(c) Upon receipt of the request, the ANM shall study and, if deemed, the ANM may require
CONTRACTOR to provide additional information. The ANM shall inform theContractor as to whether the ANM has authorized the addition of the contract of suchminerals within thirty (30) days following the date whereupon Contractor presents therequest for the addition of minerals. The aforementioned addition of minerals shall be
perfected by signing a record to be entered in the National Mining Registry.
(d) This addition shall not modify or extend the terms established in the Contract. If this wererequired, CONTRACTOR shall request the corresponding extension or modificationof the environmental license that covers the mineral added, if the impacts of the
exploitation of these minerals are different from the impacts of the original
exploitation.
(e) It is understood that the extension of the object of the contract as provided in the paragraphabove shall be without prejudice to proposals and/or mining permits of third parties
prior to the request by CONTRACTOR for addition of the additional mineral.
ARTICLE 17
INTEGRATION OF AREAS

17.1 General information
The request for integration of SMAs and the other terms and conditions fortheir acceptance by the ANM will be as provided in Article 101 of the Mining Codeand the other rules that regulate, amend, add to or supersede it. In any case, anintegration between SMAs shall not impair the terms and conditions hereof,
considering that this contract was awarded through an objective selection process inaccordance with Article 20 of Act 1753/2015.
ARTICLE 18
RETURNING THE AREAS
18.1 Compulsory return of an area at the end of the Exploration Stage(a) Notwithstanding the provisions of clauses 11.5 and 12.3, at the end of the exploration
period (sic), CONTRACTOR shall submit the final delimitation of the area within theAwarded Area to be linked to the works exploitation, plus works as strictly necessary

for processing, internal transportation, support services and works of an environmental
nature, for which the values, location and calculation of the existing resources andreserves in the definitive area must be taken into account, as well as the expected
production indicated in the exploitation SOTW prepared in accordance with theprovisions hereof.
(b) In accordance with the final definition of the area of the Awarded Area, Contractor shallbe obliged to return – in adjacent or discontinuous lots – the parts of the area that will
not be occupied by the works required for the Exploitation Stage. The final area will
be constituted by a continuous extension and may include security zones or areas forconstruction of facilities for production and processing of minerals.
(c) Upon completing the final definition of the area, CONTRACTOR shall return the portionof the Awarded Area that will not be used in the exploitation phase or additional
exploration in the Construction and Assembly Stage, nor in the Exploitation Stage. For
this purpose, CONTRACTOR shall submit a Notification to the ANM regarding thisreturn of the area within ninety (90) days prior to the expiration of the term of the
Exploration Stage, including any extensions – if applicable.
(d) Upon receiving this notification, the Parties shall have a period of fifteen (15) days to sign
the Minutes of Return of Areas for the area to be returned to the ANM. The obligations
hereof shall only continue with respect to the Awarded Area kept by CONTRACTOR.
(e) The ANM will have the power to reserve the area returned for future processes of awardingof SMAs.
18.2 Compulsory return of area in the Exploitation Stage(a) In the event that the ANM evidences that there is one area within the Awarded Area thatis not being used under the SOTW – whether it be because it is not being exploited or
because it does not make part of the area of continued exploration in the terms
described in Section 12.3, the ANM shall order CONTRACTOR to immediately returnsaid area.
(b) Once the area returned is received by the ANM, the latter shall register it in the National
Mining Registry and leave evidence of the return of the area through the inclusion ofa record.

(c) The ANM shall have the power to reserve the area returned for future processes ofawarding of SMAs.
18.3 Voluntary return of an Area(a) CONTRACTOR may return a part or portion of the Awarded Area at any time during
the Exploration Stage. Any return of any areas shall be done by CONTRACTOR: (i)upon completion of each milestone, phase or stage of the Mandatory Exploration
Program, and (ii) may not exceed 10% of the total of the Awarded Area.
(b) CONTRACTOR shall not perform more than three (3) returns of area for the durationof the Exploration Stage.
(c) Notwithstanding the provisions in sections (a) and (b) above, a return of area may besuperior to the 10% of the whole of the Awarded Area and/or there may be morethan three (3) events of return of area during the term of the contract, whenever alarger area must be returned for technical or environmental reasons, all it whichshould be properly supported in the respective application sent by CONTRACTOR.
(d) To return an area, CONTRACTOR shall submit a notification to the ANM on therespective return, indicating the reasons for which CONTRACTOR wishes to makesuch return and supporting the application for review by the ANM.
(e) Once said Notification is received, the ANM shall have a period of thirty (30) days todecide whether to accept or reject the request regarding the area that will be returnedto the ANM. The obligations hereof only shall continue with respect to the Awarded
Area kept by CONTRACTOR.
(f) The ANM shall be entitled to reserve the area returned for future processes of awardingof SMAs.

ARTICLE 19
EASEMENTS
19.1 General Information

(a) CONTRACTOR shall manage and seek to obtain the easements and other rights
necessary to guarantee the peaceful exercise of the activities hereunder. Similarly,
the CONTRACTOR will manage its intervention to enforce this guarantee of
exercise peaceful before the national, sectional or local authorities as appropriate.
(b) CONTRACTOR shall cover all costs, fees or compensation caused by acquisition ofeasements and other real estate rights, as well as damage to property and persons on
occasion of the fulfillment of the tasks of the Project which are attributable to theContractor, its employees, subcontractors, operators or its workers.
(c) CONTRACTOR may at any time exercise the rights and privileges established as per
Act 1274/2009 for the appraisal, constitution and imposition of easements for thedevelopment of the Project in accordance with the provisions of Article 27 – Act
1955/2019.

ARTICLE 20
DATA PROTECTION
20.1 Data protection policy(a) The Parties hereto do hereby undertake to adopt a data protection policy that complies
with its obligations under the Applicable Law in relation to the collection, processing
and transmission of Personal data obtained in performance of the contract orprovided by the Parties.
(b) The Parties shall comply with the privacy laws related to collection, storage, transfer,use and disclosure of Personal Data, especially Act 1581 of 2012 and Decree 1377 of2013, or regulations that add to, amend or supersede them. The Parties shall not use
or disclose Personal data for purposes other than the fulfillment of their obligationsin accordance herewith.

ARTICLE 21
ASPECTS RELATED TO LABOR AND OCCUPATIONAL SAFETY21.1 CONTRACTOR Personnel(a) Personnel hired by CONTRACTOR in execution hereof shall be of their choice andremoval. However, the provisions of Articles 128, 251, 253 and 254 of the Mining
Code are also applicable.
(b) CONTRACTOR does hereby warrant that its employees, agents and suppliers havethe experience, knowledge and capacity to execute the specific duties assigned tothem for the due and complete execution of the Contract. Said responsibility shall
include, in addition to the consequences established in the Applicable Law, any
damage or injury caused to property, life, personal integrity of third parties, theANM or any of its employees, agents or contractors, originating in any act oromission of the CONTRACTOR’s employees, agents or suppliers who do not meetsuch professional requirements.
(c) All employees, agents and suppliers of the Project will be appointed and/or hired by
CONTRACTOR, who shall fully comply with the Applicable Law, in particular,
regarding the use of formal work contracts or service provision contracts (asapplicable), the hiring of foreign personnel and the regulation of professions.
Employees, agents and suppliers of the CONTRACTOR shall not have a work
relation with the ANM whatsoever.
(d) CONTRACTOR shall be responsible for the payment of wages, salary adjustments,social legal or extralegal benefits, vacation, compensation, contributions to thecomprehensive system of social security, parafiscal contributions; and in general any
work –related payments all workers are entitled to for the fulfillment of the object of
the contract, and will be responsible for any labor liabilities with respect to such
personnel. For this purpose, CONTRACTOR shall strictly comply with theApplicable Law and the applicable conventions. The ANM shall not have any
responsibility for such aspects whatsoever. If, due to any event, the ANM is obliged
to assume any payment derived from CONTRACTOR’s labor obligations,
CONTRACTOR must reimburse those amounts within five (5) Days following thewritten request made by the ANM.
(e) In any event, it shall be the duty of the CONTRACTOR to ensure that all its staff –whether under an employment relationship or not – be properly registered with thesocial security system envisaged in the Applicable Law, and making the relevant
contributions in health, pensions and occupational risks during the validity of theemployment or contractual relationship and in a timely manner. Failure to comply

with this obligation and the others provided in this Chapter shall be deemed asserious breach of the Contract and will be subject to fines, without prejudice to theeffects specified in the Applicable Law, including the declaration of earlytermination of the Agreement.
(f) CONTRACTOR shall not hire minors, in compliance with the Act 1098/2006.

21.2 Occupational Health and Safety
It is the responsibility of CONTRACTOR to design an occupational health and safety
program – and to implement the Occupational Health and Safety Management System– SGSST (From its original Spanish Language Initials: Sistema De Gestión de Saludy seguridad en el trabajo) as applicable during the execution of the contract, in addition
to the rules and regulations.
ARTICLE 22
ANTI-CORRUPTION CLAUSE
22.1 General Information(a) CONTRACTOR and its officers, agents and/or employees or dependents are hereby
committed to not make, promise or offer any payment or transfer of goods or goodsof value, directly or indirectly, or any official government in order to improperly
obtain or retain business for the benefit of the ANM. Similarly, CONTRACTOR
undertakes to comply with the 1977 Foreign Corrupt Practices Act (FCPA), The
2010 Bribery Act of the United Kingdom in 2010, Act 1474 /2011, Act 1438/2011
and Colombian Criminal Code, as well as any other laws and regulations asapplicable for the prevention of fraud, bribery and corruption, organized crime,
money laundering and/or terrorism (the “Anti-corruption Laws”).
(b) In addition, CONTRACTOR is committed to adopt the procedures and controls asnecessary to ensure the respect of the Anti-Corruption Laws, to act in accordancewith business ethics and the applicable law, and hereby authorizes the ANM tomonitor – directly or through a third party – respect and compliance with theserequirements and the policies and values of the ANM. Similarly, CONTRACTOR
does hereby undertake to notify the ANM immediately of any violation or risk ofviolation of the provisions herein.

(c) CONTRACTOR shall inform the ANM as to the existence of investigations,sentences and/or national and/or international convictions against their legal
representatives, partners and/or shareholders, as soon as they become aware of these,for crimes committed against public administration, the administration of justice andwhich affect the patrimony of the State, or of any of the crimes or offenses coveredby Act 1474/2011 and its amendments or any of the criminal acts covered by theconventions or treaties which fight against corruption signed and ratified by
Colombia. In the event that there are firm convictions against CONTRACTOR, itslegal representatives, partners and/or shareholders for these concepts, the ANM may
terminate the Contract unilaterally, with just cause, by Notification, without any
liability for the ANM.

ARTICLE 23
GUARANTIES AND RISK COVERAGE MECHANISMS
23.1 Guarantees as a requirement for the Commencement of the Contract andits stages(a) As a prerequisite for the signing of the Act of Commencement, CONTRACTOR shallsubmit – and the ANM shall approve – (i) the Single Performance Security and (ii)the Extracontractual Liability Policy as under Section 23.2 below. In the event that
CONTRACTOR fails to comply with the submittal of said documents, the ANM will
enforce the Bid Security of the Offer and may declare early termination due toserious and definitive breach of the Contract.
(b) As a requirement for the commencement of each of the Stages into which the Contract
is divided, CONTRACTOR shall renew and/or hire the coverage and guarantees as
required for the corresponding Stage, in accordance with the provisions hereof.
23.2 Guarantee Types(a) The guarantees may cover any of the modalities provided by the Applicable Law,
including but not limited to the guarantee regime established in Decree1082/2015.
(b) Being different guarantees from the insurance policy, these securities shallincorporate the same coverage as provided for the insurance policies herein. Itshall not be possible to add exclusions, conditions or additional requirements toenforce these guarantees. In all cases, the bank guarantees should allow
enforcement thereof upon first requirement of the ANM upon the occurrence of
the incident.
23.3 General Rules Applicable to the Guarantees(a) CONTRACTOR shall replace the value of the guarantees whenever the value ofsame is affected by the value of the claims paid. The replacement should be madewithin thirty (30) days following the decrease of the value guaranteed or assured
initially, upon the occurrence and compensation of a claim. In the event that anyof the guarantees must be enforces, the value of the reissue of the guarantees
and/or the value of any other economic rights in favor of the guarantor shall becovered by CONTRACTOR.
(b) CONTRACTOR shall maintain the guarantees or coverage mechanisms in fullforce and effect under the terms and conditions expressed in the Contract, andshall pay the amounts or premiums and other expenses as necessary to establish,
maintain, extend or add them. The breach of this obligation will result in theimposition of the corresponding fines, end eventually to the declaration of earlytermination due to serious and definitive breach of the contract if the Single
Performance Security is not in effect.
(c) The Single Performance Guarantee will not expire due to non-payment of thepremium or any other cost that must be covered for its issuance (or renewal,
modification, extension or addition, in the case of guarantees different frominsurance policies), or unilateral revocation.
(d) CONTRACTOR shall prove payment of the premium and other costs of guarantees
or mechanisms of coverage different to the Single Performance Security. If
CONTRACTOR fails to comply with this obligation, it will be understood
CONTRACTOR has breached its obligation to establish the policy or coveragemechanism, and therefore the ANM may impose the corresponding Fines.
(e) In case of modification of the contract, CONTRACTOR is required to obtain acertification of the insurance company or of the entity issuing the guarantee,
stating that the company knows and accepts the amendment of the Agreement andthe variation of the state of the risk that it entails, should that be the case. If themodification of the contract involves the modification of the guarantees, theContractor shall submit to the ANM the original modification of the policy orguarantee issued within the term indicated by the ANM through a notification.
(f) Since this is a state contract, the obligations acquired by CONTRACTOR
hereunder shall remain guaranteed, and no revocation on the part of the issuer ofthe collateral and/or contractor shall be allowed until the liquidation of theContract and the prolongation of its effects. Therefore, in the event that the termof the guarantee expires and it is not possible to renew it by its issuer,
CONTRACTOR shall obtain the respective certification of its decline to therenewal of the guarantee from the issuer and must substitute at its cost theguarantee, for one of the permitted classes, with the corresponding scope,guaranteed value and validity.
(g) insurance policies must have been issued by an insurance company legallyauthorized to operate in Colombia supervised by the Financial Superintendence,with a surplus technical equity, including in said equity the value of the risk thatthe company will retain appropriate to the guarantees issued hereunder, so that it
is sufficient to issue the or guarantees required, while still maintaining theinsurance company in a situation of surplus technical equity. The above values
shall be certified by an accountant and a fiscal auditor, according to Form 480
implemented by the Financial Superintendence.
(h) In the event of incorporating reinsurance, the reinsurers must be registered with theRegistry of Foreign Reinsurers and Reinsurance Brokers – REACOEX (from its
original Spanish language initials: Registro de Reaseguradores y Corredores deReaseguro del Exterior) managed by the Financial Superintendence of Colombia,
and also meet the characteristics below:(i) In the case of automatic reinsurance, the reinsurer must have a rating of risk on
the scale of long - term permissible in the REACOEX.
(ii) In the case of facultative reinsurance, the reinsurer should have at the least oneof the following minimum risk qualifications on the scale of long - term
applicable in the REACOEX:(A) Standard & Poor’s: A(B) A. M. Best: a(C) Fitch Ratings: A(D) Moody’s: Aa3(i) In accordance with the provisions of Article 1095 of the Code of Commerce, risk
coinsurance is admissible.
(j) In the case of a first-request bank guarantee:(i) The bank guarantee must be unconditional.
(ii) The guarantor must expressly state a waiver to the benefit of excussion.
(iii) The guarantee must be issued by a bank authorized by the Financial
Superintendence. If the guarantee is granted by a bank without domicile in
Colombia, it must be issued under the rules of the International Chamber ofCommerce, URDG 758 in force as of July 1, 2010 and duly confirmed by acorrespondent bank in Colombia and payable in Colombia.
(iv) The qualification of risk of the foreign bank guarantee for its long term debt
should correspond to “degree of investment” in the international scale, and nolocal scales from the country of domicile of the bank issuing the guarantee
shall be accepted.
(v) The minimum rating for banks domiciled in Colombia shall be, according to
the local scale of the rating agencies approved by the Financial
Superintendence, AA according to BRC Investor Services, Fitch Ratings
Colombia SA, Value and Risk Rating S.A, or its equivalent in the case ofanother rating firm.
(k) In order to avoid the inoperability of the insurance contract derived from the delayin the payment of the premium enshrined in article 1068 of the Commercial Code,CONTRACTOR shall produce the receipt of payment of the totality of thepremiums of all the insurances issued within the framework hereof. The above
shall not be necessary for the Single Performance Security.
(l) The contractor may not – by means of a particular condition – reduce or modify thescope and the conditions of the clauses and coverage of any of the insurance andguarantees issued as provided herein. Therefore, if the reduction or modificationis requested by CONTRACTOR without the consent in writing by the ANM, theinsurer shall not modify the policy and, in the event that the insurer does modify
the policy, the reduction or modification shall be deemed not written. Thiscondition shall be included in the particular conditions of each of the insurances
for the ANM to issue the relevant approval.
(m) The provisions specifically concerning insurance policies shall apply mutatis
mutandis to other types of guarantees under the principle that these other types ofguarantees in any case can offer terms less favorable to the ANM than the terms
required herein, and in the Applicable Law for insurance policies.
23.4 Guarantee Approval(a) Within ten (10) Days from the date of signing the Contract, CONTRACTOR shall deliverto the ANM the Single Performance Security with the Contract and the otherguarantees that must be delivered with the Single Performance
Security according to the provisions in Section 23.1 (a) above.
(b) The ANM shall have five (5) days to object or approve the guarantees provided by
CONTRACTOR, from the Business Day following the date of delivery of same by
CONTRACTOR.
(c) If the guarantees submitted by CONTRACTOR fail to meet the requirements above, theANM shall request the correction of same and will grant a term for this procedure
which may not exceed five (5) days. In the event that – within said period –CONTRACTOR fails to deliver the duly modified guarantees at satisfaction of the
ANM, or if the terms and conditions of the corrections and/or modifications do notsatisfy the observations made by the ANM, the ANM will not approve the guarantees
provided by CONTRACTOR and may declare the early termination due to serious
and definitive breach of the Contract, if the Single Performance Security is not inforce.
(d) If the Single Performance Guarantee is not accepted, the ANM will enforce the Offer Bid
Security and may declare early termination due to serious and definitive breach of
the Contract.
(e) If the ANM notices at any time during the execution and/or liquidation of the Contractthat the guarantees do not comply with any of the requirements of the Contract or thestandards that regulate the matter, it may require CONTRACTOR to correct, expand
or adjust these guarantees in the period determined by the ANM for the purpose,
which in any case shall not exceed thirty (30) days. Failure to submit the correction,
expansion or adjustment in the period indicated by the ANM will entitle the ANM to
impose the penalty payment and initiate the corresponding procedure to declare theexpiration of the contract if applicable.
(f) The ANM shall return to CONTRACTOR the Bid Security of the Offer within five (5)days following the date whereupon the ANM approved the Single Performance
Security.
23.5 Division of Guarantees(a) The guarantees hereof will be granted for each contractual Stage as follows:(i) Early Technical Evaluation stage, for the term provided in Section 5.4.
(ii) Exploration Stage, which will be subdivided in periods of five (5) years except thelast period, which shall correspond to the fraction of the five-year period required tocover all of the stage and which has a duration as under Section 5.4.
(iii) Construction and Assembly Stage, which shall have a term as provided in Section
5.4.
(iv) Exploitation Stage, which shall be subdivided in periods of five (5) years, except thelast period, which shall correspond to the fraction of the five-year period required tocover all of the stage and which has a duration as under Section 5.4.
(v) Closure and Abandonment Stage, which shall have a term as provided in Section 5.4.
(b) CONTRACTOR shall obliged to extend the validity of the coverages under the Single
Performance Security as provided in the Contract, with a notice submitted no lessthan thirty (30) Business Days prior to its expiration, in case the term of execution of
the stage concerned is extended.
(c) When the guarantor of a stage of the Contract decides not to continue guaranteeing therelevant stage of the Contract or subsequent contractual period, the guarantor of thatspecific stage of the Contract shall inform the ANM as to its decision in writing, six(6) months prior to the expiration of the term of the relevant guarantee, as provided

under Decree 1082/2015. This notice does not affect the guarantee of the contractual
stage or contractual period in execution. If the guarantor does not give notice inadvance, and CONTRACTOR fails to obtain a new guarantee, the guarantor shall beobligated to guarantee the stage of the Contract or the subsequent contractual period.
23.6 Single Performance Security
The Single Performance Security contains the following coverages:(a) Compliance: The compliance coverage shall guarantee the obligations of
CONTRACTOR due to the execution or settlement of the contract, including thepayment of the penalty clause and fines and other penalties that may be caused during
each one of the stages of the contract as described below:(i) The insured value and the duration of this protection for each of the stages shall be as
follows:
Single Performance Guarantee
Stage
Value insured

Early Technical
Evaluation
Exploration

Construction and Assembly

Exploitation

Closure and abandonment

10% of the value
estimated for thisstage

Term of the
Coverage
Term of the Stage andsix (6) additional
months10% of the value
estimated forthis stage

Term of the Stage andsix (6) additional
months10% of thevalue estimatedfor this stage
10% of the value
estimated for thisstage
10% of thevalue estimatedfor this stage

Term of the Stage andsix (6) additional
monthsTerm of the Stage andsix (6) additional
monthsTerm of the Stage andsix (6) additional
months(ii) The extension or renewal of the coverage for the subsequent stages will be covered by thesame performance security, which shall also cover renewal and extension of the others
that make up the Single Performance Security, as well as the establishment andextension of other guarantees as required herein.
(iii) The risks covered will be those corresponding to the breach of the obligations that arise
and that are enforceable in each of the stages of the Contract, even if their fulfillment
extends to the subsequent stage, therefore, it shall be sufficient for the guarantee tocover the obligations of the respective stage.
(b) Payment of Salaries and Social Benefits: The purpose of this protection is to guarantee
the payment of salaries, social benefits and compensation of the personnel that the
CONTRACTOR has to use for the execution of the Contract. The insured value andthe term of this protection for each one of the stages shall be as follows:

Payment of salaries and social benefits
Stage
Value insured
Early Technical
10% of the value
Evaluation
estimated for thisExploration

Construction andAssembly
Exploitation

Closure andAbandonmentstage
10% of the value
estimated for thisstage
10% of the value
estimated for thisstage
10% of the value
estimated for thisstage
5% of the value
estimated for thisstage

Term of the coverage

Term of the Stageand three (3)additional years
Term of the Stageand three (3)additional years
Term of the Stageand three (3)additional years
Term of the Stageand three (3)additional years
Term of the Stageand three (3)additional years23.7 Extracontractual Liability Guarantee(a) CONTRACTOR shall hire an extracontractual liability guarantee, which shall be contained in
one insurance policy with the following characteristics:(i) The guarantee shall cover CONTRACTOR’s liability for their actions or omissions, as well as
those of its agents and suppliers, in developing any activity performed in connection
herewith which causes damage to the property, or the life or integrity of third parties of
ANM staff, including any of CONTRACTOR’S employees, agents or subcontractors.
(ii) The insured value and the term of this warranty for each of the stages shall be as follows:
Payment of salaries and social benefits
Stage
Value insured
Early Technical
5% of the value
Evaluation
estimated for thisExploration

Construction andAssembly
Exploitation

Closure andAbandonmentstage
5% of the value
estimated for thisstage
5% of the value
estimated for thisstage
5% of the value
estimated for thisstage
5% of the value
estimated for thisstage

Term of the coverage

Term of the Stage

Term of the Stage

Term of the Stage

Term of the Stage

Term of the Stage(iii) No coverage shall be less than the required minimum insured value, except for theprotection of employer’s civil liability and own and non-own vehicles, which shallnot be less than fifty percent (50%) of the minimum insured value per event. No
other type of sub - limits or of limitation to the value insured shall be accepted ineach one of the coverages of the Extracontractual Liability Guarantee.
(iv) The coverage for medical expenses may be less than the minimum insured value
required. In this event, the coverage may not be less than [One hundred million
Colombian pesos ( COP $ 100,000,000)] per person, nor shall it be less than [Onebillion Colombian pesos ( COP $ 1,000,000,000)] per event – these values shall be
expressed in Pesos of the Month of Reference.
(b) CONTRACTOR may establish this policy for an initial term of one (1) year and extend
it for successive periods of one (1) year. This extension shall be completed no lessthan thirty (30) Business Days prior to the date established for its expiration.
23.8 Updating the values under the guarantees(a) The values of the guarantees shall be updated in accordance with the variation of the CPI.
(b) The value of all the guarantees shall be adjusted within the fifteenth (15th) day of the monthof January each year; the formula indicated in paragraph (a) above shall be applied forthis purpose.

ARTICLE 24
SANCTIONS
24.1 Penalties(a) If CONTRACTOR breaches the Contract during the execution of same, Penalties will
be incurred as detailed in this Section. Penalties will be imposed in accordance withthe procedure provided in Section 24.3 below.
(b) In no case shall the total value of the fines imposed on CONTRACTOR exceed twenty
percent (20%) of the value of the Contract during the Term of the Contract.
(c) The Penalties hereunder seek to urge CONTRACTOR to fulfill its obligations;
therefore, they are not advance compensations for damages, in a way that canaccumulate with any form of compensation or penalty, in the terms provided inarticle 1600 of the Civil Code.

(d) Payment of these fines does not exempt to the Contractor from executing or concluding
its obligations, nor from implementing the Contract in its entirety, nor the fulfillmentof any of the obligations in respect of which the relevant fine has been imposed, norof any other obligation hereunder.
(e) The ANM may impose successive fines on the CONTRACTOR, each time and for eachbreach, provided that it is not a cause of termination or that the ANM refrains fromdeclaring termination of the Contract for reasons of public interest expressly
invoked. The following types of fines will have on the value indicated below, foreach day of non - compliance with the determination of the period of default from theexpiration of the term for remediation:

TYPE OF PENALTYDAILY VALUE

TYPE-1
TYPE-2

Twenty (20) SMLMV
Ten (10) SMLMVMAXIMUM TERM FOR
REMEDIATION
Fifteen (15) Days
Five (5) Days(f) Type-1 fines(i) Failing to comply with the obligation to obtain the Environmental License
required for the development of the Project, except in the case of the suspension
provided for in Section 14.2.
(ii) Failing to pay any of the Surface Fees and/or the payment of the Royalty.
(iii) Failing to comply with the payment of the Additional Considerations.
(iv) Non-submittal of the SOTW within the term provided herein.
(g) Type 2 fines(i) Breaching the obligation to obtain the Licenses and Permits as required for thedevelopment of the Project in the terms established by the Applicable Law.
(ii) Failing to comply with the obligations set forth in the Social Management Plan.

(iii) Failing to comply with the SOTW.
(iv) Any other breach of the obligations contained in the Agreement or its Annexes,
not included in the other fines hereunder.

24.2 Term for Remediation and Payment of Fines(a) CONTRACTOR shall have a Term for Remediation to correct the breach detected. This
Term for Remediation will be determined by the ANM based on the seriousness of thebreach and the reasonable time to remedy it.
(b) The Term for Remediation shall be counted from the day whereupon the ANM sends a
notification to CONTRACTOR as to the breach. In the event that CONTRACTOR
fails to remedy the breach upon conclusion of the Term for Remediation, ANM shall
impose the fine from the date whereupon the breach initiated, in pursuance of theprovisions of Section 24.3.
(c) If CONTRACTOR remedies the breach within the Term for Remediation, as stated in
Section 24.2 (a) above, the relevant fine shall not be imposed.
(d) The Fines will be paid by CONTRACTOR in the Month following the Month in which
the non-compliance that gave rise to the imposition of the Fine occurred. If
CONTRACTOR contests the imposition of the fine, the payment will be made in themonth following to the month in which the administrative act is confirmed.
(e) Upon reaching the total maximum value of fines that can be imposed on CONTRACTOR
as provided established in Section 24.1 (b), it shall be understood that CONTRACTOR
has incurred in a serious and definitive breach of contract, and ANM will apply Section
28.2 (a).
(f) The administrative act through which the Fines are imposed is executive in nature, and will
have direct enforcement characteristics for coercive collection and under an executive
process.

24.3 Procedure for the imposition of Penalties

(a) The procedure for the imposition of penalties correspond to the provisions in Article 287of the Mining Code.
(b) The administrative act whereby the fine is imposed shall announce the date ofcommencement of accrual of the fine.
(c) The imposition of the fines does not exempt to the CONTRACTOR from the fulfillmentof the obligations agreed herein.
24.4 Updating Penalties
The values of the fines are updated in accordance with the variation of the Minimum
Legal Monthly Wages in Force (SMLMV, from its original Spanish language
initials: Salario Mínimo Legal Mensual Vigente) for each annuity.
24.5 Penalty Clause(a) In case of declaration of early termination of the Contract for any reason attributable to
CONTRACTOR, a pecuniary penalty will be accrued against CONTRACTOR thus:(i) For a value equivalent to fifteen percent (15%) of the Contract Value, if the earlytermination of the Contract occurs within the Exploration Stage.
(ii) For a value equal to twenty percent (20%) of the value of the contract, if the earlytermination of the Contract occurs during The Construction and AssemblyStage and the Exploitation Stage.
(b) The amount of this Penalty Clause may be directly deducted from any balance owed to
CONTRACTOR. The administrative act whereby the Penalty Clause is imposed andthe conditions and deadlines for the payment are established is executive in nature, andwill have direct enforcement characteristics for coercive collection and under an
executive process.

ARTICLE 25
RISK ALLOCATION
25.1 Economic balance

The contractual equation hereof will be made up of the following factors:(a) This Contract is at CONTRACTOR’s expense and risk. CONTRACTOR assumes thefulfillment of its obligations and the risks hereby assigned thereto, as well as the costs,
expenses and other risks associated with the implementation of its obligations.
(b) This does not preclude the fact that, upon the occurrence of risks that (i) have not been
provided for in the Agreement and (ii) although not expressly provided for, they do
not classify as risks assigned to CONTRACTOR – by the nature of the obligations of
CONTRACTOR; the economic balance must be restored when the risk, in addition to
being unforeseen and unforeseeable and not attributable to CONTRACTOR, has thecharacteristics of seriousness, anomaly and magnitude to proceed the reinstatement, in
accordance with the Applicable Law.
25.2 Responsibility of CONTRACTORCONTRACTOR shall be responsible before the ANM for all the works that
CONTRACTOR develops in the Awarded Area. In addition, CONTRACTOR shall be
liable for any damage caused to third parties or the ANM during the development ofsame. With third parties, said liability will be established in the manner and degree
provided by current civil and commercial provisions; with employees or
subcontractors, compliance shall be given to the provisions of Article 87 of the Mining
Code.
CONTRACTOR shall be regarded as an independent contractor for purposes of all thecivil, commercial and labor contracts entered into on occasion of their studies and work
exploitation as established by Article 57 of the Mining Code. In no case shall the ANM
respond for the obligations of any nature that CONTRACTOR acquires with third
parties in the development hereof.
ARTICLE 26
EVENT EXCLUDED FROM LIABILITY
26.1 Event Excluded from Liability(a) The Parties shall be exempt from all liability for any breach or delay in the performance ofthe obligations arising from the Contract, when it is concluded that the delay or breachis the result of an Event Excluded from Liability, by agreement of the Parties or, failingthat, by a decision of the Arbitration Court, as is the case in accordance with Section
30.2 hereof.
(b) Delay in compliance on the part of any contractor of CONTRACTOR shall not be
considered by itself an Event Excluded from Liability unless the existence of said
circumstance is in turn the result at the time of an Event Excluded from Liability.
(c) The occurrence of an Event Excluded from Liability shall exempt the respective Party fromthe fulfillment of its obligations under the contract, to the extent provided in the
Applicable Law, except for the obligations of payment of money.
(d) Method of information:(i) Within ten (10) Business Days following the occurrence of an Event Excluded from
Liability or following the date on which communications are reestablished if
communications were affected, the Party affected in the fulfillment of its
obligations by the Event Excluded from Liability (the “Affected Party”) shallnotify the counterparty of the occurrence of the Event Excluded from Liability,
the obligations affected, including the information and other relevant details
and a preliminary estimate of the time during which the Affected Party will beaffected. Starting from the date of occurrence of the Event Excluded from
Liability, the duration of the period during which the Affected Party is unable
to comply with its obligations will be referred to as the “Special Period”.
(ii) Within ten (10) days following the cessation of an Event Excluded from Liability,
the Affected Party shall send notice to the counterparty informing on (i) the
occurrence of the cessation of the Event Excluded from Liability, (ii) the
consequent ability to resume the fulfillment of the obligations suspended, and(iii) the date on which compliance is resumed, which may not exceed thirty(30) Business Days from the date of the notification regulated herein.
(iii) Once the Notification has been made within the term indicated in Section 26.1 (d)(i) above, the notified Party shall, within fifteen (15) Days following said
Notification, express whether or not it accepts the occurrence of the Event
Excluded from Liability.
(iv) In the event that the notified Party does not accept the occurrence of the Disclaimer
Event, the matter will be resolved in accordance with Section 30.2 hereof.

(v) During the Special Period, the Party Affected will be excused from the fulfillmentof the obligations concerned provided the notified Party accepts the existenceof the Event Excluded from Liability, or when its existence is verified inaccordance with Section 30.2 hereof. Until such times as the Notification
required herein has been given, the Affected Party shall not be relieved fromthe fulfillment of the obligations affected.
(vi) During the Special Period, the Affected Party will provide weekly information on
the development of the Event Excluded from Liability and on the measures thathave been adopted to mitigate and reduce its effects and to overcome them.
Upon request of any of the Parties, the Parties will meet to seek solutions ingood faith, aimed at resuming compliance on the part of the Party Affectedwith respect to the obligations affected by the Event Excluded from Liability,
as soon as possible.
(e) During the Special Period, the Affected Party will be relieved from complying with thecontractual obligations affected, to the extent that such failure has been caused directly
and solely by an Event Excluded from Liability. In such case, the other Party shall nothave any responsibility for the recognition of losses, damages, expenses, charges or
expenses incurred by the Affected Party during the Special Period. Any term foreseen
herein for the fulfillment of the obligation affected by the Event Excluded from
Liability shall be understood to be extended for a term equal to that of the Special
Period.
(f) The Affected Party resulting from the Event Excluded from Liability shall be obliged to
implement all that which is reasonably desirable and possible under the extraordinary
circumstances to mitigate and reduce the effects of the Event Excluded from Liability,
to overcome it in the shortest period of time possible.
(g) Contractual suspension due to an Event Excluded from Liability:(i) So long as the circumstances of the Event Excluded from Liability persist andprevent the total execution of the object of the Contract, the execution of theContract will remain suspended. However, the term hereof shall not be
extended by a term equal to that of the Special Period.
(ii) If the constitutive facts of an Event Excluded from Liability do not prevent theexecution of all the obligations of the stage in which the Contract is being
executed – but only that of one or more of the obligations emanating therefrom

– the Parties shall agree on whether or not such circumstances involve thesuspension of the contractual term, taking into account the corresponding
factual conditions and the degree of importance of the obligations suspended.
Disagreements over whether any suspension of the contractual term under theterms hereof is practicable shall be resolved by the Arbitration Court.
(iii) In case of suspension of the contract on account of an Event Excluded from
Liability, CONTRACTOR shall – at its own expense – take the measuresconducive to an extension in the term of the guarantees and coveragemechanisms hereof, in accordance with the period of suspension.
(h) When an Event Excluded from Liability occurs, the Parties shall not be obliged torecognize compensation or indemnification in favor of the other Party.
(i) In case of an Event Excluded from Liability, the expenses demanded by the repair,reconstruction or replacement of the works, goods or equipment that are part of the
project will be at the expense of CONTRACTOR. To this effect, CONTRACTOR
shall have the insurance policies hereunder, and any other insurance as deemedsufficient by CONTRACTOR. Any cost not covered by the insurance hired by
CONTRACTOR shall be assumed by CONTRACTOR.
(j) Any controversy will be settled in accordance with the provisions in Section 30.2 hereof.
(k) In the event that that the Court of Arbitration issues a decision stating that none of the
Events Excluded from Liability specifically indicated herein occurred, all repairs,reconstruction and compensation as applicable shall be borne by CONTRACTOR.
26.2 Indemnity(a) The Parties oblige each other to hold themselves harmless from any claim from third
parties arising from their own actions or those of their dependents, delegates orrepresentatives, resulting from or on occasion of the execution hereof.
(b) In particular, CONTRACTOR does hereby undertake to hold the ANM harmless from any
claim from third parties arising from its actions or those of its Suppliers or
dependents. For these purposes, the ANM shall send a Notification to
CONTRACTOR as to the corresponding claim or action:

(i) For extrajudicial processes, within five (5) Business Days following the datewhereupon said claim is presented;(ii) For judicial processes (of any nature), within three (3) Business Days
following:(A) The date the claim has been personally notified to the ANM; or(B) The date whereupon it is legally understood that the ANM has been duly
notified of the ruling admitting the lawsuit through which the claim
is made, if such notification has been made by means of notice or
edict according to the Applicable Law.
(c) Mutual aid and other procedural behaviors.
(i) CONTRACTOR shall have the right to participate and join – at its expense – thelawyers of its choosing in the defense advanced by the ANM regarding any
action or claim initiated against the ANM for causes attributable to
CONTRACTOR, but in case of conflict between the contractor and the ANM
over the course of the defense or settlement of the corresponding process, theANM shall have the exclusive competence to take the corresponding decisions
or actions, except in the case that CONTRACTOR has agreed to assume all thefinancial consequences of the respective claim, in which case it shall mean thatthe criterion of the lawyers appointed by CONTRACTOR shall prevail overthat of the ANM to make any decision or action to be implemented indevelopment of its defense.
(ii) CONTRACTOR shall pay – on behalf of the ANM – the amounts necessary tocomply with any sentence, or even to tend to embargoes or requirements related
to policies or other interim measures issued by the authorities within thirty (30)
Business Days from the relevant request by the ANM, supported by a copy ofthe corresponding order from the authorities.
(iii) If the relevant sentence or order is appealed by the ANM, and the appeal is granted
a period of suspension, CONTRACTOR’s obligation to pay will be postponed
until the date whereupon the corresponding appeal is responded.
(iv) In the event of default, default interest will be accrued at the rate indicated in
Section 10.1 hereof.

(v) All the above is understood without prejudice to the use of the procedural
instruments as applicable, by any of the Parties.

ARTICLE 27
EXPIRATION
27.1 Expiration
The ANM may, by means of a duly motivated administrative act, declare theadministrative expiration hereof for the causes provided in article 112 of the Mining
Code. In this case, CONTRACTOR shall be obliged to comply with or guarantee all
obligations of an environmental nature that are enforceable, as well as obligations
related to conservation and appropriate management of the work fronts and of theeasements established.
27.2 Procedure for declaring expiration
The expiration of the contract shall, where applicable, be declared by the ANM in
accordance with the procedure established by Article 288 of the Mining Code or any
regulations adding to, modifying or superseding it.

ARTICLE 28
TERMINATION OF THE CONTRACT
28.1 OccurrenceThis Contract shall terminate when the Closure and Abandonment Stage ends, whichshall occur at the expiration of the Term of the Contract or extensions thereto, if
applicable.
28.2 Early Termination
This Contract shall be subject to early termination in the following events:

(a) When CONTRACTOR deems contract termination appropriate during the Early
Technical Evaluation Stage, in accordance with the provisions of Section 6.5 (b)hereof, without any penalties.
(b) By declaration of unilateral termination as a result of a definitive breach of contract on
the part of CONTRACTOR.
(c) Subject to the provisions of Section 7.7, due to resignation of CONTRACTOR at any
time, provided that the latter is in status of good standing in regards to the fulfillmentof the obligations arising from the contract.
(d) When there are confirmed convictions against CONTRACTOR, its legal
representatives, partners and/or shareholders, for crimes against public administration,
administration of justice and which affect the equity of the State or of any of the crimes
or offenses under Act 1474/2011 and its amendments or any of the criminal acts
contemplated by the conventions or treaties of fight against corruption signed andratified by Colombia, in accordance with the provisions of Section 22.1 hereof.
(e) Pursuant to a request of either of the Parties upon the occurrence of an Event Excluded
from Liability whose duration exceeds ninety (90) days and has paralyzed theexecution of the contract in its entirety. This provision also applies when the parties(or an Arbitration Court or the Amiable Compositor – as applicable – in case of
dispute) concluded that the obligations affected by an Event Excluded from Liability
are of such importance that they have led to the complete suspension of the contractual
term, in the terms provided in Section 26.1 (g) (ii) hereof.
(f) By mutual agreement of the Parties.
(g) By expiration.
(h) By death of CONTRACTOR, which shall become effective if – within two (2) years
after the death, CONTRACTOR’s assignees or shareholders ask not to be subrogatedto the rights arising from the concession under the terms and conditions set out in
Article 111 of the Mining Code.
In any case, the respective cause shall only be understood to have been occurred when: (i)the Parties accept the occurrence of same, or when so declared by means of aconfirmed ruling by the Arbitration Court, or (ii) should it become necessary to issue

an administrative act for the configuration of the reason, when said administrative act
becomes effective in accordance with the provisions of the Applicable Law.
28.3 Effects of the Termination(a) Upon termination of the Contract, in the event that there are investments pending execution
under the Mandatory Exploration Program and/or Additional Exploration Program at
the time of the termination of the contract, CONTRACTOR shall pay to the ANM ten
percent (10%) of the value foreseen in the Mandatory Exploration Program and the
Additional Exploration Program as a penalty as provided in Section 7.7 (a).
(b) CONTRACTOR shall pay all the amounts due as of the date of termination, including, but
not limited to, fines and/or the Penalty Clause agreed in the contract, or not preventthe application of deductions from balances in its favor.
(c) Free reversion of assets in favor of the State will operate upon termination hereof
subsequent to the completion of the Construction and Assembly Stage, for any reason.
This measure shall be limited to real estate and fixed and permanent facilities whichhave been built and designed by CONTRACTOR exclusively for the transportationand shipment of minerals from the Awarded area and those which are incorporated
into the deposits and access points, which cannot be removed without detriment tosame and to the fronts of work. Similarly, the reversion will operate against all the
exploration information that CONTRACTOR has as of the termination date. Deliveryof reports of results of prospecting / exploration should be performed in compliancewith the Manual for Supply and Delivery of Geological Information Generated in theDevelopment of Mining Activities (Resolution 564 of the 2 of September of 2019).
This reversal shall operate only in cases where the characteristics and dimensions of theaforementioned assets, in the opinion of the ANM, make them suitable asinfrastructure for a public transportation or shipping service, or for use by thecommunity. In all cases, the parties may agree to the replacement of that obligation bya payment to the contracting party of an amount equivalent to the value of such goods.
(d) CONTRACTOR shall, in all the cases of termination of the contract, be obliged to comply
with or to guarantee environmental obligations enforceable as of the time thetermination becomes effective. Similarly, CONTRACTOR shall comply with orguarantee its labor obligations recognized or accrued at the time of its retirement as
CONTRACTOR.

(e) In the event that Contract ends upon expiration of the Term of the Contract, or as requiredby the ANM in the Minutes of Settlement, CONTRACTOR shall comply with the
Closing and Abandonment Plan.
(f) In any event of termination of the Contract, CONTRACTOR shall:(i) Provide the ANM with all information which has not been delivered to the Mining
Information Bank as of the date of termination, according to the provisions inClause 32.1 hereof. Delivery of reports of results of prospecting / exploration
should be performed in compliance with the Manual for Supply and Deliveryof Geological Information Generated in the Development of Mining Activities(Resolution 564 of the 2 of September of 2019), and(ii) Comply with the Closure and Abandonment of the mine, whenever appropriate forthe contractual stage in which the Contract Termination occurs, according to
the provisions herein and in the Applicable Law.

ARTICLE 29
SETTLEMENT
29.1 Contract Settlement
Upon termination hereof for any reason, the Parties shall prepare minutes stating in detailthe final settlement of the Contract, and the fulfillment of all of CONTRACTOR’s
obligations, in particular the following:(a) Evidence of CONTRACTOR’s fulfillment of all its labor obligations, of evidence of
non-delivery thereof;(b) A report of payments of royalties, surface fees and Additional Considerations payable
by CONTRACTOR, providing evidence of compliance therewith and the details of
the obligations unfulfilled upon which the ANM shall take actions to proceed.
Contract Settlement shall be carried out within a maximum period of twelve (12) months
from the date whereupon an event of termination hereof occurs for any reason.

In the event that CONTRACTOR and the ANM fail to agree on the settlement within the
period foreseen above, ANM may proceed to liquidate the Contract unilaterally bymeans of a duly substantiated administrative act within two (2) months following thesummoning or the lack of agreement in accordance with the provisions of Article 141of the Code of Administrative and Contentious Administrative Procedure. Upon
expiration of the abovementioned term without completion of the settlement
proceeding, the mining authority may liquidate the contract at any time within two(2) years following the mutual agreement or unilaterally, without prejudice to theprovisions of Article 141 of the Code of Administrative and Contentious
Administrative Procedure.
In the event that CONTRACTOR fails to appear at the proceeding to prepare the Minutes
of Settlement the ANM shall sign the minutes and the corresponding guarantees shallbe enforced if applicable.
Without prejudice to the foregoing, in the event that the ANM and CONTRACTOR failto reach an agreement in relation to the amount of the Contract Settlement, theamounts not in dispute shall be paid.
Any controversy deriving from the Contract Settlement shall be submitted to an
Arbitration Court under the terms of ARTICLE 30.

ARTICLE 30
DISPUTE SETTLEMENT
30.1 Amiable Composition
The Parties hereto do hereby agree to go make recourse to an Amiable Compositor todefine only Disputes which have been expressly indicated herein for the knowledge of
the Amiable Compositor.
(a) The Amiable Compositor shall be one (1) natural person selected in accordance with theprovisions of Section 30.1 (b) below, who shall define in equity, with res judicata
effects and impartially, any disputes arising between the Parties in respect of whichthis Agreement establishes expressly the possibility of making recourse to the Amiable
Compositor.
(b) The Amiable Compositor will be chosen in accordance with the following rules:(i) The Amiable Compositor shall be a professional in economics, finance, engineeringand related areas, and shall have specific accredited professional experience often (10) years in the mining industry.
(ii) The Amiable Compositor shall be chosen by common agreement between theParties. In the event that the Parties hereto fail to reach agreement, either Party
may request the appointment of the Amiable Compositor by the Arbitration andConciliation Center of the Bogota Chamber of Commerce from the lists of theCenter and attesting specific professional experience of ten (10) years in state
contracting.
(iii) The procedure and time to make the draw for the Amiable Compositor shall begoverned in accordance with the regulations in force of the Arbitration andConciliation Center of the Bogota Chamber of Commerce for the Amiable
Composition mechanism. However, the Parties hereto do hereby agree that thedesignated Amiable Compositor proposed may be rejected only once by eachParty.
(iv) The Parties hereto designate the Arbitration and Conciliation Center of the Bogota
Chamber of Commerce as the administrative entity and headquarters of the
Amiable Composition mechanism.
(v) Within five (5) Business Days following the appointment, the Amiable Compositor
shall make a statement of independence and impartiality with respect to theParties at the time of accepting the appointment, and manifest that it does nothave any disqualification or incompatibility under the provisions of the
Applicable Law, at which time, if any of the Parties manifests justifiable doubts
in writing as to the impartiality or independence of the Amiable Compositor andtheir desire to relieve the latter based on the information provided by said Party,
the corresponding replacement shall operate in the manner provided for thispurpose. In the event that, during the exercise of the functions appertaining to
the Amiable Compositor, it is established that the Amiable Compositor did notdisclose information it had to provide at the time of accepting the appointment,
the Amiable Compositor will incur in an impediment by the very fact above andshall declare it, under penalty of being removed from its position and replaced
pursuant to Section 30.1 (b) (viii) below. In any case, the impediment of the
Amiable Compositor shall not affect the binding force of the decisions alreadymade. If a subsequent fact occurs which might generate doubts in either Party as
to the independence or impartiality of the Amiable Compositor, the latter shalldisclose it to the Parties without delay; if any of the parties believes that suchcircumstance affects the fairness or independence of the Amiable Compositor,
the latter shall be replaced in accordance with Section 30.1 (b) (viii).
(vi) The Amiable Compositor shall be required to know in detail the characteristics ofthe contract, as well as the national and international rules applicable thereto.
Similarly, the Amiable Compositor shall have the obligation to know in detail
all aspects of the implementation of the Agreement, amendments thereto and anyother relevant aspect against its development, to be able to provide an
expeditious and informed response in all cases presented to its knowledge. For
these purposes, the Parties hereto shall be obliged to send all the information of
the contract to the Amiable Compositor. During the period of its functions, theAmiable Compositor shall be entitled to compensation in the terms indicated in
Section 30. 1 (c).
(vii) The Amiable Compositor shall not have any employment relationship with theParties. Their engagement in the Project is framed within – and strictly limited
to – the functions that the Applicable Law foresees for the Amiable Compositor
position.
(viii) In the event of resignation or absolute absence of the Amiable Compositor, thelatter shall be replaced by the parties or, failing that, by the Arbitration andConciliation Center of the Bogota Chamber of Commerce within twenty (20)calendar days following receipt of the communication of resignation or absoluteabsence.
(ix) In accordance with the provisions of Article 61 of the Act 1563/2012, the Parties
may, by mutual agreement and at any time, modify in the form of designation of
the Amiable Compositor and the procedure for its operation contained herein.
(c) Compensation of the Amiable Compositor.
(i) The value of the fees for administrative expenses for the Arbitration andConciliation Center of the Bogota Chamber of Commerce, and thecompensation for the fees of the Amiable Compositor shall be assumed by
CONTRACTOR.
(ii) Compensation for the Amiable Compositor – as well as the value of the fees foradministrative costs of the Arbitration and Conciliation Center of the Bogota
Chamber of Commerce – shall be established in accordance with the rules laid
down in the Regulations of Amiable Composition of the Arbitration andConciliation Center of the Bogota Chamber of Commerce.
(d) Procedure for the Amiable Composition.

(i) The Amiable Composition process shall start and proceed in accordance with theRules of the Arbitration and Conciliation Center of the Bogota Chamber ofCommerce in relation to Amiable Composition.
(ii) The Party that decides to initiate the procedure shall, prior to the beginning of theprocedure, deliver a technical decision or report certifying the differences
and/or disagreement, along with a clear estimation of the individual and total
value of the claims, which may be rebutted by the other part within thirty (30)days, or according to the rules of the procedure if the procedure has started.
(iii) The Amiable Compositor shall have a period of up to sixty (60) Business Days todefine the dispute from the day following the declaration of same. Once theaforesaid period has expired without a decision by the Amiable Compositor,
the mechanism shall lose its competence to resolve the specific controversy,
which may be submitted by any of the Parties to the Arbitration Court asprovided in Section 30.2 below.
(iv) Each Party shall cooperate in the performance of any procedure that the Amiable
Compositor may carry out in relation to the dispute in question.
(v) The Amiable Compositor shall inform the Office of the Attorney General of the
Nation (Procuraduría General de la Nación) and the National Agency for
Legal Defense of the State (Agencia Nacional de Defensa Jurídica del Estado)
about the opening of each of Amiable Composition proceeding, for the
purposes of the provisions under Article 49 of Act 1563/2012. If necessary, theterms outlined in Section 30.1 (d) (ii) above may be suspended for such
purpose.
(vi) The initiation of the Amiable Composition procedure does not empower theParties to unilaterally suspend the implementation of the obligations of thecontract.
(e) Scope of the decisions of the Amiable Compositor.
(i) The scope and content of the decisions to be adopted by the Amiable Compositor
is circumscribed to the provisions expressly established in the Applicable Law.
(ii) The process whereby the Amiable Compositor adopts a decision on the disputeshall be based on the very principles of due process.
(iii) When defining the controversy, the Amiable Compositor may interpret the content
hereof, but in no case shall the latter’s decision subrogate, amend, supersede,increase, add to, supplement or repeal the content hereof.
(iv) The decisions of the Amiable Compositor, once adopted, shall be irrevocable.

(v) The decisions of the Amiable Compositor defining the dispute may be presented
for the knowledge of arbitral jurisdiction only in cases relating to eventual
grounds for annulment or rescission of the decision, in accordance with theprovisions in the Applicable Law.

30.2 National Arbitration
Except for the specific controversies referred to in Section 30.1 of the Contract, any
controversy or difference hereof or related hereto shall be submitted to institutional
arbitration, which shall be managed by the Arbitration and Conciliation Center of the
Bogota Chamber of Commerce, in accordance with the rules below:(a) The Arbitration Court shall be integrated by three (3) arbitrators, appointed by theparties by common agreement. In the event that the above were not possible,
the arbitrators shall be appointed by the Arbitration and Conciliation Center ofthe Bogota Chamber of Commerce from its List of Arbitrators, at the requestof either of the Parties.
(b) The applicable procedure shall be as established for institutional national
arbitration as per Act 1563/2012, or in any rules that amend it.
(c) The Court shall decide in law.
(d) The Court shall operate in Bogota, Colombia.
(e) The fees of the arbitrators and the secretary shall be governed by the provisions of
Act 1563/2012. The fees of the arbitrators and secretaries shall be as provided
in the regulations of the Arbitration and Conciliation Center of the Bogota
Chamber of Commerce.
(f) The members of the Arbitration Court shall be – and remain – independent from,and impartial to, the Parties. To do so, the arbitrators appointed by the parties– or the law firms to which they belong – shall not have acted as plaintiffs or
attorneys in claims against the ANM in judicial or administrative proceedings
during the five (5) years prior to the presentation of the dispute. In addition, thearbitrators shall not have coincided with the same attorney-in-fact, the same
firm, or the same entity in more than seven (7) courts in the last four (4) years,

nor shall they have had the quality of co-arbitrators in the last four (4) years
with any of the attorneys of the parties or the firms to which they belong.

ARTICLE 31
CONTRACT AUDITIn order to permanently monitor the proper execution hereof, this Contract shall be
subject to control by the ANM. The ANM shall perform follow-up on the fulfillmentof the obligations hereunder, in accordance with the provisions hereof and the scope,provisions and procedures as adopted by the ANM for these purposes.

ARTICLE 32
MISCELLANEOUS PROVISIONS
32.1 Mining Information Bank
In order to contribute to the dissemination of good mining practices through the Mining
Information Bank, CONTRACTOR does hereby undertake to deliver all the relevant
information of the Project (including – but not limited to – geological and surface
information) biannually to the ANM, for purposes of uploading said information to the
Mining Information Bank, as well as any other technical information as required by the
ANM for purposes of uploading it to the Mining Information Bank.
32.2 Concurrence of other permits
CONTRACTOR shall respect the rights arising from other mining permits
that overlap with the Awarded Area, in the terms required by the Applicable
Law. Should it become necessary, the ANM shall support CONTRACTOR in tasks ofcoordination with the holders with whom the titles concur in the Awarded Area, inorder to guarantee the adequate execution hereof.
32.3 Application of the Mining CodeThis Agreement shall be governed by the provisions of
the provisions in the Mining Code shall apply in a suppletive fashion.

itsclauses,32.4 Independence of the Parties
The Parties hereto enjoy administrative, labor and financial autonomy for thedevelopment of their respective business activities, and therefore neither Party hasentered into – nor shall either of the Parties entered into – a work relationshipwhatsoever some with the employees of the other party designated for the
implementation hereof. In particular, this Contract does not create any working
relationship between the Parties or between the ANM and the CONTRACTOR’s
employees, agents or suppliers.
32.5 Business Autonomy
In the execution of the different Stages of the Contract, CONTRACTOR shall havecomplete technical, industrial, economic and commercial autonomy. Therefore, incompliance with the Applicable Law, CONTRACTOR may choose the nature, form
and application of the systems and processes and freely determine the location,
movements and timing of the use and dedication of the personnel, equipment, facilities
and works. ANM officials shall advance their control-related activities aimed at theproper conservation of resources object of the mining activity developed by
CONTRACTOR, and ensure compliance with mining and environmental safety andhealth standards.
32.6 Contract Assignment(a) Assignment of the contractual position(i) Except for prior express and written authorization from the ANM, CONTRACTOR
shall not assign this Contract in whole or in part. For purposes of theauthorization, the ANM shall verify that the guarantees of the Contract notdecrease on occasion of the assignment, and that compliance is given by theassignee with all the qualifying requirements evaluated by the ANM to deem
CONTRACTOR qualified, in accordance with Resolution 083 of February 9,
2021. Therefore, the assignee shall comply with the same qualification
requirements as those required of CONTRACTOR for the awarding hereof.

(ii) The ANM shall not assign the Contract or any of the rights or obligations arising
thereunder without prior written consent of CONTRACTOR, except when thetransfer occurs as a result of restructuring and modernization policies of theColombian State, and the same guarantees and coverage of the Contract shallbe maintained.
(b) Assignment of shares of CONTRACTOR(i) CONTRACTOR’s controlling shareholders shall maintain their quality as
controlling shareholders during the execution of the contract, except in cases
in which the ANM expressly authorizes the change of controlling shareholder.
Therefore, any sale or transfer of shares of CONTRACTOR (and/or theirparent and/or controlling company) shall have the prior and written approvalof the ANM, provided that there is a change of controlling shareholders undersaid sale. This authorization shall be given when the guarantees of the contract
will not be decrease on occasion of the assignment, and after verification of thecompliance by the assignee with the qualifying requirements that were
evaluated by the ANM to deem CONTRACTOR qualified, in accordance with
Resolution 083 of February 9, 2021, provided CONTRACTOR has accredited
the conditions of the controlling shareholder to obtain authorization. Therefore,
the assignee shall meet the same eligibility requirements of the controllingshareholder as those accredited by CONTRACTOR for the qualification
procedure as under Resolution 083 of February the 9th, 2021.
(ii) This restriction shall not apply whenever CONTRACTOR or controlling company
is a company with shares listed on a stock exchange.
(c) Assignment of the Awarded Area(i) Assignment of areas of the rights emanating from the Contract are allowed bymeans of material division of the Awarded Area. This kind of assignment shallgive rise to a new Special Exploration and Exploitation Contract with theassignee, which shall be governed by the clauses of the Mineral Explorationand Exploitation Contract in force on the date the area assignment occurs, andwhich shall be perfected with the registration of the assignment document on
the National Mining Registry.
(ii) For purposes of authorizing the assignment of areas, the ANM shall verify that theassignees be duly authorized before the National Mining Agency in accordancewith the provisions of Resolution 083 of February 9th, 2021, in fulfillment of
the same qualification requirements as those required of CONTRACTOR for
the awarding hereof.
(d) The ANM’s decision on an assignment request referred to in the Sections above must be
issued within thirty (30) Business Days following the notification of the assignment
request to the ANM. The ANM may accept or reject a request for transfer by meansof an administrative act stating the reasons for acceptance or rejection of same. In case
the ANM does not make a pronouncement within thirty (30) Business Days, therequest for transfer shall be deemed rejected.
32.7 Liens(a) The right to explore and exploit mines property of the State may be taxed or given as security
for obligations under the terms and conditions set forth in Chapter XXIII of the Mining
Code and Act 1676/2013 as amended from time to time, or any regulations supersedingor amending them.
32.8 Notifications(a) All Notifications hereunder shall be made in writing and shall be effective and valid uponreceipt by the recipient, at the following addresses:
To the ANM
Attn:_____________________________

Address:
City: Bogota, D. C.

__________________________________________________________

Telephone No:_____________________________To CONTRACTOR:
Attn:_____________________________

Address:
City: Bogota, D. C.

__________________________________________________________

Telephone No:_____________________________

Notwithstanding the provisions hereof, the Parties hereto do hereby agree that they may
receive Notifications by electronic means, including email or through AnnA Minería,
whenever the ANM expressly so provides. Otherwise, Notifications shall be made inwriting at the addresses provided herein.

32.9 Language of the Contract
For all purposes, the official language of the Contract is Spanish. In case of there beingtranslations into another language, the document in Spanish shall prevail for the
purposes of interpretation of any of the Chapters or Sections herein.

32.10 Taxes
Each Party shall cover the tax payable in accordance with its duty tax as under the
Applicable Law.

32.11 Contract Amendments
The Agreement – together with its Annexes – shall only be amended by means of awritten agreement duly signed by the authorized representatives of the Parties, and incompliance with the requirements imposed by the Applicable Law, without prejudice
to the provisions relating unilateral modification thereunder by the ANM in the terms
hereof and the Applicable Law.

32.12 Subsistence of Obligations
Contract termination for any reason shall not extinguish the obligations that by
their nature subsist to such event, including – inter alia – those derived from theguarantees and responsibility.

32.13 No waiver of rights

Except as expressly provided in the Contract, default or delay of any of the Parties in
exercising any of the powers or rights enshrined herein – or demanding compliance
therewith – shall not be construed as a waiver of said rights or powers, nor will it affectthe validity of all or part of the Contract, nor the right of the relevant Party tosubsequently exercise such powers or rights, unless pursuant to a contrary legal
provision.

32.14 Priority of Documents
Below is the order of priority of the documents that are part hereof, which shall makereference to what is expressly regulated in the content of each of said documents:(a) This Agreement(b) CONTRACTOR’s Offer or Counteroffer(c) Annex 1 - Map of the Awarded Area(d) Annex 2 - Guidelines on the Statement of the Works – STOW(e) Annex 3 - Real Beneficiaries of CONTRACTOR(f) Annex 4 - Mandatory Exploration Program(g) Annex 5 - Additional Exploration Program(h) Annex 6 - Mining-Environmental Guidelines(i) Annex 7 - Social Management Plan(j) Terms of Reference of the selection process, with its addenda and annexes.

IN WITNESS WHEREOF, the Parties hereto have instructed their authorized
representatives to sign this Agreement on the date above.

By theANM

By CONTRACTOR

Signed,

For:

Name:

Name:

Position:

Position:

Annex 1. Map of the Awarded Area
[To be included depending on the SMA awarded to the CONTRACTOR under
the Selection Process]Annex 2. Guidelines on the Statement of the Works[To be included once CONTRACTOR submits SOTW, and the latter is approved by
the ANM]Annex 3. Real Beneficiaries of CONTRACTOR[To be filled out once it is announces that CONTRACTOR is the awardee of thecorresponding SMA]

Annex 4. Mandatory Exploration Program[To be included depending on the SMA awarded to CONTRACTOR under
the Selection Process and the Offer submitted]

Annex 5. Additional Exploration Program[To be included depending on the SMA awarded to CONTRACTOR under
the Selection Process and the Offer submitted]

Annex 6. Mining-Environmental Guides[List to be included in accordance with applicable regulations]Annex 7. Social Management Plan
[To be included once submitted by CONTRACTOR and approved by the ANM]