ex10-2.htm


    EXHIBIT 10.2

     

    
      


       

      MINISTRY
OF MINERAL RESOURCES

       

      THE
MINES AND MINERALS ACT 1996 MILLENIUM M1NINC. CORPORATION SMALL-SCALE MINING
LEASE NO 02/08

       

      THIS
INDENTURE made the 28th day
of February, Two Thousand and Eight BETWEEN the Government of Sierra Leonne
(hereinafter called "the Lessor") of the one part, and MILLENIUM MINING
CORPORATION a limned liability company 'registered and incorporated in Sierra
Leonne. whose address is 79 Smart Farm.
Off Wilkinson Road. Freetown, hereinafter called "the Company" (which
expression shall include its permitted assigns) of the other part

       

       

      WITNESSETH
AS FOLLOWS:

       

      1.       In
consideration of the payments hereinafter reserved and of the performance by
thecompany of the duties imposed upon mining lessees generally by the Mincs and
Minerals Act. and of the covenants hereinafter contained the lessor does in
pursuance of the powers conferred upon him by thc Mines and Minerals Act and
subject to the provisions of the said Act. demise and grant unto the Lessee the
minerals contained in Schedule B hereto in the area mentioned and described in
Schedule A hereto, together , with in respect of such minerals and areas in
right conferred upon mining lessees generally by the Mines and Minerals Act
TO HAVE AND TO HOLD thc premises hereby demised and granted unto the
company for a term of Three years from 28th February, 2008 to 27th February,
2011 and such extensions of the term as may be endorsed hereon, subject to
earlier partial or full surrender or termination as provided for by
Sections 31 and 32 of the Mines and Minerals
Act


       

      2.      The
Company shall pay

       

       

      
        	
                 
      (a)

              	
                 To
      the Commissioner General NRA through the Director of Mines during the term
      of the lease annually in advance and without demand in annual lease rent
      of Le.750,000 for each acre or part thereof embraced within the lease
      area

              


      

       

      
        	
                 
      (b) 

              	
                To
      the landowner and or occupier through the appropriate local authority
      annually m advance and without demand and annual surface rent prescribed
      for all land occupied
      or used by the Company lor the purposes enumerated in Section 68 of the
      Mines and Minerals Act 1996

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              To
      the Commissioner-General NRA
      through the Director of Mines and royalty at
      a rate of
      5% of
      the cx-rninc price of
      the minerals defined in the Mines and Minerals
  Act

            


    

     

    
      	
              (d)  

            	
              To
      an Agricultural Development Fund
      for the
      benefit of the areas the lease is situated a levy of one tenth
      of
      one percent (0.1%) of
      the ex-mine price of the prescribed minerals from
      the date of thc first sale of such
  minerals

            


    

     

    3           The
Company hereby
covenants with the Lessor as follows

     

    
      	
              (i)

            	
                  To
      comply with
      the provisions of the Mines and Minerals Act 1996 and amending
      Acts and
      Rules and Regulations under the
      Act

            


    

     

    
    

     

    
      	
              (ii)

            	
                  To
      conduct mining operations
      during the continuance of this demise unless
      prevented by unavoidable
      accident, continuously, vigorously and effectually
      of the said arca in
      accordance with the programme of 

                 development and raining operation to
      be submitted and
      approved by the
Lessor.

              

            


    

     

    
    

     

    
    

     

    
    

     

     

    
      	
               
      (iii)

            	
                  To
      conduct its operations in
      such a manner as to prevent or mitigate
      consequences adverse to
      the environment and health of thc people affected by
      such operation* and
      to conform with
      the relevant  legislation for the protection of the environment and of
      public health from time to time in force in Sierra Leone

            


    

     

    
      	
               
      (iv)

            	
                  To employ and
      train citizens m the
      conduct of its operations in accordance with a programme to be
      submitted and approved by
      the Lcssor

            


    

     

    
      	
              (v)

            	
                  On given
      notice to the Chief Conservator of Forests to enter upon occupy or
      exercise any rights on or under any land in a forest reserve or
      protected forest in accordance with any conditions be may specify
      that arc not inconsistent with the rights and benefits conferred
      upon the Company under the
Lease

            


    

     

    
      	
               
      (vi)  

            	
                  To
      exercise thec rights hereby
granted-

            


    

     

         

    
      	
               
      (a)

            	
               In
      a sound miner-like manner and so as not unduly to interfere with
      or not to the detriment of mining or prospecting operation on areas in
      respect of which
      mining leases,
      mineral rights or
      exclusive and non exclusive prospecting licences or exploration
      licences

            


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)
have been or may hereinafter be granted under the Mines and Minerals
Act
and

     

    
      	
              (c)  

            	
              In
      such a manner so as not 10 prevent or unreasonably hinder the holders of
      such leases, rights or licences, their agents, servants and labourers from
      passing to and from such areas, and

            


    

     

    
      	
              (d)  

            	
              In
      such a manner so as to offer no unnecessary or reasonably avoidable
      obstructions to the transport, conveyance or conversion of the minerals or
      product obtained from
      such areas

            


    

     

    (vii)       To sell the
minerals obtained under its mining operations in its lease.

     

    (a)
In accordance with generally accepted international business
practices.

     

    
      	
               
      (b)

            	
               at
      the best available international market prices at the time the
      contract for sale is made.

            


    

     

    
      	
               
      (c)

            	
               
      on the  best  international  terms
      compatible   with world  market conditions and
      conditions in the circumstances

            


    

     

    4.     The Company
shall be entitled to all rights and privileges whether or not referred to
herein, granted under the Mines and Minerals Act

     

    IN
WITNESS WHEREOF, the Lessor hereto has set his hand and Seal and the Company has
caused its common seal to be hereto affirmed the day and year first above
written.

     

     

    _______________________________________________________________

    SIGNED SEALED AND DELIVERED BY

    The Director of Mines representing the Government of Sierra Leone in
presence of

     

    _______________________________________________________________

    WITNESS

    The Assistant Director of Mines

     

    SIGNED SEALED AND 

    MILLENIUM MINING CORPORATION LIMITED

     

    _______________________________________________________________

    Managing Director

     

     

    In the presence of 

     

    _______________________________________________________________