exv10w4



 



Exhibit 10.4




Head Agreement



in relation to the acquisition of the Savage River iron ore mine








Ivanhoe Mines Ltd. (Vendor)

Stemcor Pellets Ltd (Purchaser)

Dominant Holdings AG (Assignee)

Stemcor Holdings Limited (Guarantor)



	 	 	 
	

	 	
	 
	 	 
	

	 	AURORA PLACE, 88 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY
	

	 	TEL: +61 2 9921 8888 FAX: +61 2 9921 8123
	

	 	www.minterellison.com






 









 






Head Agreement

in relation to the acquisition of the Savage River iron ore mine




	 	 	 	 	 	 	 
	Details	 	 	4	 
	 
	 	 	 	 	 	 
	Agreed terms	 	 	6	 
	 
	 	 	 	 	 	 
	1.
	 	Defined terms & interpretation	 	 	6	 
	1.1
	 	Defined terms	 	 	6	 
	1.2
	 	Interpretation	 	 	10	 
	1.3
	 	Headings	 	 	11	 
	 
	 	 	 	 	 	 
	2.
	 	Transaction	 	 	11	 
	2.1
	 	Assignment of Debts	 	 	11	 
	2.2
	 	Purchase of Shares	 	 	11	 
	 
	 	 	 	 	 	 
	3.
	 	Transaction Consideration	 	 	11	 
	3.1
	 	Amount	 	 	11	 
	3.2
	 	Initial Transaction Consideration - Tranche 1	 	 	11	 
	3.3
	 	Initial Transaction Consideration - Tranche 2	 	 	11	 
	3.4
	 	Deferred Transaction Consideration to be paid in annual instalments	 	 	12	 
	3.5
	 	Amount of each Instalment	 	 	12	 
	3.6
	 	Stoppage Consideration	 	 	12	 
	3.7
	 	Split of Transaction Consideration	 	 	13	 
	3.8
	 	Cleared funds	 	 	14	 
	 
	 	 	 	 	 	 
	4.
	 	Non-Solicitation Period	 	 	14	 
	4.1
	 	Conduct during Non-Solicitation Period	 	 	14	 
	4.2
	 	Notification of approaches	 	 	14	 
	4.3
	 	Normal provision or information	 	 	14	 
	4.4
	 	Right to exceed Other Proposal	 	 	15	 
	 
	 	 	 	 	 	 
	5.
	 	Representations by parties	 	 	15	 
	5.1
	 	Representations by Assignee	 	 	15	 
	5.2
	 	Tax representation by Assignee	 	 	15	 
	5.3
	 	Application of representations by the Assignee	 	 	16	 
	5.4
	 	Representations by Purchaser	 	 	16	 
	5.5
	 	Tax representation by Purchaser	 	 	16	 
	5.6
	 	Application of representations by the Purchaser	 	 	16	 
	5.7
	 	Representations by Guarantor	 	 	16	 
	5.8
	 	Tax representation by Guarantor	 	 	17	 
	5.9
	 	Application of representations by the Guarantor	 	 	17	 
	5.10
	 	Representations by Vendor	 	 	17	 
	5.11
	 	Application of representations by the Vendor	 	 	17	 
	 
	 	 	 	 	 	 
	6.
	 	Confidentiality and publicity	 	 	18	 
	6.1
	 	Confidentiality – Purchaser	 	 	18	 
	6.2
	 	Confidentiality - Vendor	 	 	18	 
	6.3
	 	Confidential Information	 	 	18	 
	6.4
	 	Announcements	 	 	18	 








			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 2





 









 






	 	 	 	 	 	 	 
	7.
	 	Obligation to consult in relation to Production	 	 	19	 
	 
	 	 	 	 	 	 
	8.
	 	Resolution of disputes – international arbitration	 	 	19	 
	 
	 	 	 	 	 	 
	9.
	 	GST	 	 	19	 
	9.1
	 	Interpretation	 	 	19	 
	9.2
	 	GST gross up	 	 	19	 
	9.3
	 	Reimbursements	 	 	19	 
	9.4
	 	Tax invoice	 	 	19	 
	 
	 	 	 	 	 	 
	10.
	 	Guarantor’s guarantee	 	 	19	 
	10.1
	 	Guarantee and indemnity	 	 	19	 
	10.2
	 	Extent of guarantee and indemnity	 	 	20	 
	10.3
	 	Principal and independent obligation	 	 	20	 
	10.4
	 	Enforcement against Guarantor	 	 	20	 
	10.5
	 	Reinstatement of guarantee and indemnity	 	 	20	 
	 
	 	 	 	 	 	 
	11.
	 	Notices and other communications	 	 	21	 
	11.1
	 	Service of notices	 	 	21	 
	11.2
	 	Effective on receipt	 	 	21	 
	 
	 	 	 	 	 	 
	12.
	 	Miscellaneous	 	 	21	 
	12.1
	 	Alterations	 	 	21	 
	12.2
	 	Approvals and consents	 	 	21	 
	12.3
	 	Assignment	 	 	21	 
	12.4
	 	Costs	 	 	21	 
	12.5
	 	Stamp duty	 	 	21	 
	12.6
	 	Survival	 	 	21	 
	12.7
	 	Counterparts	 	 	22	 
	12.8
	 	No merger	 	 	22	 
	12.9
	 	Entire agreement	 	 	22	 
	12.10
	 	Further action	 	 	22	 
	12.11
	 	Severability	 	 	22	 
	12.12
	 	Waiver	 	 	22	 
	12.13
	 	Relationship	 	 	22	 
	12.14
	 	Governing law and jurisdiction	 	 	22	 
	 
	 	 	 	 	 	 
	Schedule 1 - Arbutus Agreement	 	 	23	 
	 
	 	 	 	 	 	 
	Schedule 2 - Beviron Agreement	 	 	24	 
	 
	 	 	 	 	 	 
	Schedule 3 - Deed of Assignment	 	 	25	 
	 
	 	 	 	 	 	 
	Signing page	 	 	26	 







			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 3






 









 






Details






	 	 	 
	Date

	 	4 February 2005
	 
	 	 
	Parties
	 	 
	 
	 	 
	Name

	 	Ivanhoe Mines Ltd. ARBN 075 217 097
	Short form name

	 	Vendor
	Notice details

	 	Suite 654, 999 Canada Place, Vancouver, British Columbia V6C 3E1, Canada
	

	 	Facsimile +1 604 682 6728
	

	 	Attention Peter Meredith
	 
	 	 
	Name

	 	Stemcor Pellets Ltd - registered number 2188847
	Short form name

	 	Purchaser
	Notice details

	 	Level 27, City Point, 1 Ropemaker Street, London
	

	 	EC2Y9ST, United Kingdom
	

	 	Facsimile +44 20 7775 3679
	

	 	Attention Company Secretary
	 
	 	 
	Name

	 	Dominant Holdings AG - CH-130.0.005.376-5
	Short form name

	 	Assignee
	Notice details

	 	Poststrasse 5
	

	 	CH-8808 Pfaeffikon SZ
	

	 	Switzerland
	

	 	Facsimile +41 58 261 5001
	

	 	Attention Andreas Baer
	 
	 	 
	Name

	 	Stemcor Holdings Limited
	Short form name

	 	Guarantor
	Notice details

	 	Level 27, City Point, 1 Ropemaker Street, London
	

	 	EC2Y9ST, United Kingdom
	

	 	Facsimile +44 20 7775 3679
	

	 	Attention Company Secretary






Background




	 	 	 
	A

	 	Immediately prior to the assignment of the following debts
under the Deed of Assignment, the Vendor will be the legal and
beneficial owner of the following debts:





(i)      Beviron Debt 2;


(ii)      Beviron Debt 3;


(iii)      Goldamere Debt;


(iv)      Beviron Debt 6; and


(v)      Arbutus Debt.



	 	 	 
	B

	 	The Vendor is the legal and beneficial owner of the Arbutus Shares.








			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 4





 









 






	 	 	 
	C

	 	At the Completion Date, the Vendor will be the legal and beneficial owner of the Beviron Shares following the
liquidation of Goldamere Holdings (Canada) Limited and ABM Mining Limited.
	 
	 	 
	D

	 	The Vendor has agreed to assign its rights in relation to the Debts to the Assignee, and the Assignee has agreed to
accept the assignment of the Vendor’s rights in relation to the Debts, on and from 25 February 2005 or such later date
agreed between the Vendor and the Assignee, but in any event a date being no later than one Business Day prior to the
Completion Date on the terms and conditions set out in this agreement and the Transaction Documents.
	 
	 	 
	E

	 	The Vendor has agreed to sell and the Purchaser has agreed to purchase the Beviron Shares on the terms and
conditions set out in this agreement and the Transaction Documents.
	 
	 	 
	F

	 	The Vendor has agreed to sell and the Assignee has agreed to purchase the Arbutus Shares on the terms and
conditions set out in this agreement and the Transaction Documents.
	 
	 	 
	G

	 	The Guarantor is the ultimate holding company of the Purchaser and Assignee and has agreed to guarantee the
obligations of the Purchaser and Assignee under this agreement and the Transaction Documents.








			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 5





 









 






Agreed terms







	1.  	Defined terms & interpretation
	 
	1.1  	Defined terms
	 
	   	In this document:
	 
	   	ABM Mining Limited means ABM Mining Limited, a company incorporated in Yukon, Canada,
and having its registered office at 300-204, Black Street,
Whitehorse, Yukon Y1A 2M9, Canada.
	 
	   	Arbutus means Arbutus Holding Ltd., a company incorporated in the British Virgin
Islands, registration number 497003, further details of which are set out in Schedule 1 to
the Arbutus Agreement.
	 
	   	Arbutus Agreement means a share sale agreement in respect of the shares held by the Vendor
in Arbutus in the form attached to this agreement as Schedule 1.
	 
	   	Arbutus Consideration means US$1 and the monetary consideration, if any, as applied
under item 8 of the table in clause 3.7 of this agreement, for the sale of the Arbutus
Shares by the Vendor to the Purchaser in accordance with the terms of the Arbutus Agreement.
	 
	   	Arbutus Debt has the meaning given to that term in the Deed of Assignment.
	 
	   	Arbutus Debt Consideration means US$1 and the monetary consideration, if any, as applied
under item 5 of the table in clause 3.7 of this agreement, for the assignment by the Vendor
of Arbutus Debt to the Assignee in accordance with the terms of the Deed of Assignment.
	 
	   	Arbutus Shares means all of the shares in the capital of Arbutus.
	 
	   	Associate has the meaning given to that term by sections 10 to 17 of the Corporations
Act.
	 
	   	Beviron means Beviron Pty Limited ACN 078 197 323, further details of which are set out
in Part A of Schedule 1 to the Beviron Agreement.
	 
	   	Beviron Agreement means a share sale agreement in respect of the shares held by the Vendor
in Beviron in the form attached to this agreement as Schedule 2.
	 
	   	Beviron Consideration means A$1 and the monetary consideration, if any, as applied under
item 7 of the table in clause 3.7 of this agreement, for the sale of the Beviron Shares by
the Vendor to the Purchaser in accordance with the terms of the Beviron Agreement.
	 
	   	Beviron Shares means all of the shares in the capital of Beviron.
	 
	   	Beviron Debt 2 has the meaning given to that term in the Deed of Assignment.
	 
	   	Beviron Debt 2 Consideration means US$1 and the monetary consideration, if any, as applied
under item 1 of the table in clause 3.7 of this agreement, for the assignment by the Vendor
of Beviron Debt 2 to the Assignee in accordance with the terms of the Deed of Assignment.
	 
	   	Beviron Debt 3 has the meaning given to that term in the Deed of Assignment.
	 
	   	Beviron Debt 3 Consideration means US$1 and the monetary consideration, if any, as applied
under items 2 and 6 of the table in clause 3.6 of this agreement, for the assignment by the
Vendor of Beviron Debt 3 to the Assignee in accordance with the terms of the Deed of
Assignment.
	 
	   	Beviron Debt 3 Interest means interest of US$1,512,920 accrued over the period to 31
December 2001 and forming part of Beviron Debt 3.







			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 6





 









 






	   	Beviron Debt 3 Principal means the principal component of Beviron Debt 3, being an amount of
US$9,500,000.
	 
	   	Beviron Debt 6 has the meaning given to that term in the Deed of Assignment.
	 
	   	Beviron Debt 6 Consideration means A$1 and the monetary consideration, if any, as applied
under item 4 of the table in clause 3.7 of this agreement, for the assignment by the Vendor
of Beviron Debt 6 to the Assignee in accordance with the terms of the Deed of Assignment.
	 
	   	Business means the businesses carried on by the Group as at the date of this agreement,
including the business of mining iron ore in the area known as Savage River and the
production of iron ore pellets in Tasmania in Australia carried on under the business name
‘Australian Bulk Minerals’ and includes all licences, authorities, plant and equipment used
in connection with those activities and whose principal place of business is 58-60 Wilmot
Street, Burnie, Tasmania, 7320, Australia.
	 
	   	Business Day means:






	 	(a)  	for receiving a Notice under clause 11, a day that is not a Saturday, Sunday,
public holiday or bank holiday in the place where the Notice is received; and
	 
	 	(b)  	for all other purposes, a day that is not a Saturday, Sunday, public holiday or
bank holiday in New South Wales.






	   	Business Hours means from 9.00am to 5.00pm on a Business Day.
	 
	   	Cashflow Adjustment means an amount calculated in accordance with the following
formula:





	 	 	 	 	 
	Cashflow Adjustment

	 	=
	 	Sales for the relevant Ore Year
	

	 	 	 	 
	

	 	 	 	 1,800,000







	   	Completion Date has the meaning given to that term in the Beviron Agreement.
	 
	   	Confidential Information means:






	 	(a)  	all information of, used by, related to or connected with the Business, any
Group Company or their transactions, operations and affairs;
	 
	 	(b)  	all other information treated by any Group Company as confidential;
	 
	 	(c)  	all notes, data, reports and other records (whether or not in tangible form)
based on, incorporating or derived from information referred to in paragraphs (a) or
(b); and
	 
	 	(d)  	all copies (whether or not in tangible form) of the information, notes, reports
and records referred to in paragraphs (a), (b) or (c),






	   	that is not public knowledge (otherwise than as a result of a breach of a confidentiality
obligation of a party).
	 
	   	Corporations Act means the Corporations Act 2001 (Cth).
	 
	   	Debts means:






	 	(i)  	Beviron Debt 2;
	 
	 	(ii)  	Beviron Debt 3;
	 
	 	(iii)  	Beviron Debt 6;
	 
	 	(iv)  	Goldamere Debt; and
	 
	 	(v)  	Arbutus Debt.






	   	Deed of Assignment means a deed of assignment in respect of the Debts in a form
substantially similar to that attached to this agreement as Schedule 3.







			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 7





 









 






	   	Deferred Transaction Consideration means an amount comprised of five (5) annual
Instalments, payable in accordance with clause 3.4.
	 
	   	dltu means dry long tonne units.
	 
	   	Event 1 Amount means the total amount of iron ore pellets (expressed in dry metric tonnes)
produced by the Business in the Pellet Period but not sold. An amount of iron ore pellets
will be taken to have been sold by the Business in the Pellet Period where the date of the
bill of lading relating to the shipment of those iron ore pellets falls within the Pellet
Period.
	 
	   	Event 1 Date means five (5) Business Days after the first date on which Sales since the end
of the Pellet Period exceeds the Event 1 Amount.
	 
	   	Event 2 Amount means the difference between Full Capacity and Production for the Pellet
Period (expressed in dry metric tonnes).
	 
	   	Event 2 Date means five (5) Business Days after the first date on which Sales since the end
of the Pellet Period exceeds the amount determined by adding the Event 1 Amount to the Event
2 Amount.
	 
	   	Full Capacity means 8.815 million dry metric tonnes of iron ore pellets.
	 
	   	Goldamere means Goldamere Pty Limited ACN 073 634 581, further details of which are set
out in Part B of Schedule 1 to the Beviron Agreement
	 
	   	Goldamere Debt has the meaning given to that term in the Deed of Assignment.
	 
	   	Goldamere Debt Consideration means US$1 and the monetary consideration, if any, as applied
under item 3 of the table in clause 3.7 of this agreement, for the assignment by the Vendor
of Goldamere Debt to the Assignee in accordance with the terms of the Deed of Assignment.
	 
	   	Goldamere Holdings (Canada) Limited means Goldamere Holdings (Canada) Limited, a
company incorporated in Yukon, Canada, and having its registered office at 300-204, Black
Street, Whitehorse, Yukon Y1A 2M9, Canada.
	 
	   	Group means Beviron and Goldamere.
	 
	   	Group Company means any of Beviron and Goldamere.
	 
	   	Initial Transaction Consideration — Tranche 1 means the amount of US$15,000,000, payable in
accordance with clause 3.2.
	 
	   	Initial Transaction Consideration — Tranche 2 means the amount of US$6,500,000 (or as may be
increased under clause 3.3), payable in accordance with clause 3.3.
	 
	   	Instalment means an instalment of the Deferred Transaction Consideration the amount of which
is to be calculated in accordance with clause 3.5 and is to be paid in accordance with
clause 3.4.
	 
	   	Liabilities includes all liabilities (whether actual, contingent or prospective),
losses, damages, costs and expenses of whatever description.
	 
	   	mt means metric tonne.
	 
	   	Nibrasco Pellet Price means the effective price (NPP) expressed in metric tonne (mt)
calculated from the Nibrasco/JSM fob Tubarao price level as quoted in the TEX Report and
expressed in US cents per dltu using the following formula:





	 	 	 	 	 
	NPP (mt)

	 	=
	 	Nibrasco/JSM price per dltu * 0.655)
	

	 	 	 	 
	

	 	 	 	 1.0161







	   	For example, in 2004:







			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 8






 









 










	 	 	 	 	 	 	 	 	 	 	 
	NPP (mt)

	 	=
	 	 	(59.10 * 0.655	)	 	=
	 	US$38.097 per mt
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	1.0161	 	 	 	 	 







	   	Non-Solicitation Period means the period from the date of execution of this agreement
to the Completion Date, inclusive.
	 
	   	NPPM means the number in the first column of the table in clause 3.5 nearest to the Nibrasco
Pellet Price shown in the second column of that table as at the date that an Instalment is
required to be paid in accordance with clause 3.4.
	 
	   	Ore Year means the period from 1 April in any given year to 31 March of the following year.
	 
	   	Other Proposal means any expression of interest, proposal or offer by any person (other than
the Purchaser or an Associate of the Purchaser) to evaluate or enter into any transaction
the terms of which are similar to those set out in this agreement, or under which:






	 	(a)  	that person (together with its Associates) may acquire any interest in the
Shares or any shares in Goldamere;
	 
	 	(b)  	that person may acquire, directly or indirectly (including by way of joint
venture, dual listed company structure or otherwise), any interest in all or a
substantial part of the Business;
	 
	 	(c)  	that person may otherwise acquire control of or merge or amalgamate with any or
all of Arbutus, Beviron and Goldamere;
	 
	 	(d)  	Any or all of Arbutus, Beviron and Goldamere, will issue any of its share
capital as consideration for the assets or share capital of another person; or
	 
	 	(e)  	Any or all of Arbutus, Beviron and Goldamere, will effect or implement any
reorganisation, recapitalisation or dissolution.






	   	Pellet Period means the period from 1 April 2005 to 31 March 2010.
	 
	   	Production means the amount of iron ore pellets (expressed in dry metric tonnes) produced by
the Business in a given period.
	 
	   	Sales means the total amount of iron ore pellets (expressed in dry metric tonnes) sold (at
any price) by the Business in the relevant period. An amount of iron ore pellets will be
taken to have been sold by the Business in a relevant period where the date of the bill of
lading relating to the shipment of those iron ore pellets falls within the relevant period.
	 
	   	Sales Target means Sales during the Pellet Period equal to or exceeding Production for the
Pellet Period.
	 
	   	Shares means the Arbutus Shares and the Beviron Shares.
	 
	   	Stoppage Consideration means an amount payable (if any) under clause 3.6.
	 
	   	Tax means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or
other governmental impositions of whatever nature and by whatever authority imposed,
assessed or charged together with all costs, charges, interest, penalties, fines, expenses
and other additional statutory charges, incidental or related to the imposition.
	 
	   	Transaction Consideration means the monetary consideration (deferred, conditional or
otherwise) for the transactions contemplated by this agreement and the Transaction
Documents, as set out in clause 3.
	 
	   	Transaction Documents means the:






	 	(i)  	Arbutus Agreement;






			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 9





 









 






	 	(ii)  	Beviron Agreement; and
	 
	 	(iii)  	Deed of Assignment.






	1.2  	Interpretation
	 
	   	In this agreement, except where the context otherwise requires:






	 	(a)  	the singular includes the plural and vice versa, and a gender includes other
genders;
	 
	 	(b)  	another grammatical form of a defined word or expression has a corresponding
meaning;
	 
	 	(c)  	a reference to a clause, paragraph, schedule or annexure is to a clause or
paragraph of, or schedule or annexure to, this agreement, and a reference to this
agreement includes any schedule or annexure;
	 
	 	(d)  	a reference to a document or instrument includes the document or instrument as
novated, altered, supplemented or replaced from time to time;
	 
	 	(e)  	a reference to A$, $A or AUD is to Australian currency;
	 
	 	(f)  	a reference to US$, $US or USD is to United States currency;
	 
	 	(g)  	a reference to time is to Sydney, Australia time;
	 
	 	(h)  	a reference to a party is to a party to this agreement, and a reference to a
party to a document includes the party’s executors, administrators, successors and
permitted assigns and substitutes;
	 
	 	(i)  	a reference to a person includes a natural person, partnership, body corporate,
association, governmental or local authority or agency or other entity;
	 
	 	(j)  	a reference to a statute, ordinance, code or other law includes regulations and
other instruments under it and consolidations, amendments, re-enactments or
replacements of any of them;
	 
	 	(k)  	a word or expression defined in the Corporations Act has the meaning given to
it in the Corporations Act;
	 
	 	(l)  	the meaning of general words is not limited by specific examples introduced by
including, for example or similar expressions;
	 
	 	(m)  	any agreement, representation, warranty or indemnity by two or more parties
(including where two or more persons are included in the same defined term) binds them
jointly and severally;
	 
	 	(n)  	any agreement, representation, warranty or indemnity in favour of two or more
parties (including where two or more persons are included in the same defined term) is
for the benefit of them jointly and severally;
	 
	 	(o)  	a rule of construction does not apply to the disadvantage of a party because
the party was responsible for the preparation of this agreement or any part of it; and
	 
	 	(p)  	if a day on or by which an obligation must be performed or an event must occur
is not a Business Day, the obligation must be performed or the event must occur on or
by the next Business Day.
	 
	 	(q)  	a reference to except as disclosed is to something disclosed in this agreement
or the Disclosure Letters referred to in the Beviron Agreement and Arbutus Agreement.






			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 10





 









 












	1.3  	Headings
	 
	   	Headings are for ease of reference only and do not affect interpretation.
	 
	2.  	Transaction
	 
	2.1  	Assignment of Debts
	 
	   	The parties agree to enter into the following documents in order that the Debts may be
assigned by the Vendor to the Assignee on the terms and conditions set out in the relevant
Transaction Document:





	 	 	 	 	 
	Loan	 	Transaction Document	 	 
	 
	Beviron Debt 2

	 	Deed of Assignment	 	 
	 
	Beviron Debt 3

	 	Deed of Assignment	 	 
	 
	Goldamere Debt

	 	Deed of Assignment	 	 
	 
	Beviron Debt 6

	 	Deed of Assignment	 	 
	 
	Arbutus Debt

	 	Deed of Assignment	 	 
	 






	2.2  	Purchase of Shares
	 
	   	The parties agree to enter into the following documents in order that the Vendor will
sell the Shares and:






	 	(a)  	the Purchaser will purchase the Beviron Shares; and
	 
	 	(b)  	the Assignee will purchase the Arbutus Shares,






	    	on the terms and conditions set out in the relevant Transaction Document:





	 	 	 	 	 
	Shares	 	Transaction Document	 	 
	 
	Arbutus Shares

	 	Arbutus Agreement	 	 
	 
	Beviron Shares

	 	Beviron Agreement	 	 
	 






	3.  	Transaction Consideration
	 
	3.1  	Amount
	 
	   	The Transaction Consideration comprises:






	 	(a)  	The Initial Transaction Consideration — Tranche 1;
	 
	 	(b)  	The Initial Transaction Consideration — Tranche 2;
	 
	 	(c)  	The Deferred Transaction Consideration (if any); and
	 
	 	(d)  	The Stoppage Consideration (if any).






	3.2  	Initial Transaction Consideration — Tranche 1
	 
	   	The Assignee must pay the Initial Transaction Consideration — Tranche 1 on the
Completion Date.
	 
	3.3  	Initial Transaction Consideration — Tranche 2
	 
	   	The Initial Transaction Consideration — Tranche 2 is to be paid on or before either:






			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 11





 









 












	 	(a)  	31 July 2005; or
	 
	 	(b)  	31 January 2006,






	   	at the Assignee’s option, provided however that if the Assignee does not pay the Initial
Transaction Consideration — Tranche 2 on or before 31 July 2005, the Initial Transaction
Consideration — Tranche 2 shall be increased by an amount equal to US$195,000.
	 
	3.4  	Deferred Transaction Consideration to be paid in annual instalments
	 
	   	The Deferred Transaction Consideration will be payable in five (5) annual Instalments
by the party whose name is shown next to the relevant item in the table in clause 3.7. The
amount of each Instalment is to be determined by reference to clause 3.5 and is to be paid
not later than 31 March of the calendar year in which the Instalment is required to be paid.
	 
	   	The first Instalment under this clause 3.4 is required to be paid on 31 March 2006.
	 
	3.5  	Amount of each Instalment
	 
	   	The amount of each Instalment is to be determined in accordance with the following
formula:





	 	 	 	 	 
	Instalment

	 	=
	 	NPPM x US$1,800,000 x Cashflow Adjustment







	   	where NPPM (the Nibrasco Pellet Price multiplier) expressed in US$  per mt is determined by
reference to the following table:





	 	 	 	 
	NPPM	 	 	Nibrasco Pellet Price as at the date that the Instalment is required to be paid
	 	 	 	 
	Nil

	 	 	Less than US$30 per mt
	 
	 	 	 
	1

	 	 	Greater than or equal to US$30 per mt but less than US$35 per mt
	 
	 	 	 
	1.5

	 	 	Greater than or equal to US$35 per mt but less than US$40 per mt
	 
	 	 	 
	2

	 	 	Greater than or equal to US$40 per mt but less than US$42.5 per mt
	 
	 	 	 
	3

	 	 	Greater than or equal to US$42.5 per mt but less than US$43.75 per mt
	 
	 	 	 
	3.5

	 	 	Greater than or equal to US$43.75 per mt but less than US$45 per mt
	 
	 	 	 
	4

	 	 	Greater than or equal to US$45 per mt but less than US$47.5 per mt
	 
	 	 	 
	5

	 	 	Greater than or equal to US$47.5 per mt but less than US$50 per mt
	 
	 	 	 
	6

	 	 	Greater than or equal to US$50 per mt but less than US$55 per mt
	 
	 	 	 
	7.75

	 	 	Greater than or equal to US$55 per mt but less than US$60 per mt
	 
	 	 	 
	9.5

	 	 	Greater than or equal to US$60 per mt but less than US$65 per mt
	 
	 	 	 
	11.25

	 	 	Greater than or equal to US$65 per mt but less than US$70 per mt
	 
	 	 	 
	13

	 	 	Greater than or equal to US$70 per mt but less than US$75 per mt
	 
	 	 	 
	14.75

	 	 	Greater than or equal to US$75 per mt but less than US$80 per mt
	 
	 	 	 
	16.5

	 	 	Greater than or equal to US$80 per mt







	3.6  	Stoppage Consideration
	 
	   	Where one of the events set out in the following table occurs, an amount of Stoppage
Consideration shown next to that item shall be payable on or before the date indicated:






			
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	 	 	 	 	 	 	Date on or before
	 	 	 	 	 	 	which Stoppage
	 	 	 	 	 	 	Consideration to be
	 	 	Event	 	Stoppage Consideration	 	paid
	 
	1.

	 	Where the Sales
Target is not met
for the Pellet
Period
	 	The amount determined
by multiplying the
Event 1 Amount by
US$1 and then by the
NPPM (as determined
under clause 3.5 for
the Ore Year in which
the Event 1 Date
falls)
	 	Event 1 Date
	 
	2.

	 	Production at the
Savage River Mine
during the Pellet
Period is less than
95% of Full
Capacity
	 	The amount determined
by multiplying the
Event 2 Amount by
US$1 and then by the
NPPM (as determined
under clause 3.5 for
the Ore Year in which
the Event 2 Date
falls)
	 	Event 2 Date
	 






	3.7  	Split of Transaction Consideration
	 
	   	The Transaction Consideration shall be applied in the following order sequentially
(provided, however, that the Guarantor may, at sole discretion, direct that the order of
items 6 and 7 in the table be reversed) and be paid by the party whose name is shown next to
the relevant item number, until it is exhausted such that the amount applied in respect of
each item does not exceed the corresponding maximum amount(s) as shown in the table:





	 	 	 	 	 	 	 
	 	 	 	 	Maximum	 	 
	 	 	 	 	amount to be	 	 
	Rank	 	As consideration for:	 	applied:	 	Party
	 
	1.

	 	The assignment by the Vendor of
Beviron Debt 2 to the Assignee in
accordance with the terms of the
Deed of Assignment.
	 	US$5,000,000
	 	Assignee
	 
	2.

	 	The assignment by the Vendor of
Beviron Debt 3 Principal to the
Assignee in accordance with the
terms of the Deed of Assignment.
	 	US$9,500,000
	 	Assignee
	 
	3.

	 	The assignment by the Vendor of
Goldamere Debt to the Assignee in
accordance with the terms of the
Deed of Assignment.
	 	US$15,200,397
and
A$4,457,802
	 	Assignee
	 
	4.

	 	The assignment by the Vendor of
Beviron Debt 6 to the Assignee in
accordance with the terms of the
Deed of Assignment.
	 	A$11,000,000
	 	Assignee
	 
	5.

	 	The assignment by the Vendor of
Arbutus Debt to the Assignee in
accordance with the terms of the
Deed of Assignment.
	 	US$8,192,085
	 	Assignee
	 
	6.

	 	The assignment by the Vendor of
the Beviron Debt 3 Interest to the
Assignee in accordance with the
terms of the Deed of Assignment.
	 	US$1,512,920
	 	Assignee
	 
	7.

	 	The purchase of the Beviron Shares.
	 	A$126,180,149
	 	Purchaser
	 







			
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	 	 	 	 	Maximum	 	 
	 	 	 	 	amount to be	 	 
	Rank	 	As consideration for:	 	applied:	 	Party
	8.

	 	The purchase of the Arbutus Shares.
	 	The remaining

Transaction

Consideration
	 	Assignee
	 






	3.8  	Cleared funds
	 
	   	All payments under this clause 3 must be paid by bank cheque, telegraphic transfer to
an account or accounts nominated by the Vendor or otherwise in cleared funds.
	 
	4.  	Non-Solicitation Period
	 
	4.1  	Conduct during Non-Solicitation Period
	 
	   	During the Non-Solicitation Period, the Vendor must not, subject to this clause 4, and
must use its best efforts to cause its Associates, officers and advisers not to:






	 	(a)  	solicit, encourage or invite, directly or indirectly, any enquiries,
discussions or proposals in relation to, or which may reasonably be expected to lead
to, an Other Proposal;
	 
	 	(b)  	initiate any discussions or negotiations in relation to, or which may
reasonably be expected to lead to, an Other Proposal or which might otherwise lead to
the transactions set out in this agreement not proceeding, whether any such discussions
or negotiations are solicited or encouraged by the Vendor or otherwise;
	 
	 	(c)  	recommend or endorse, or propose to recommend or endorse, any Other Proposal;
or
	 
	 	(d)  	communicate to any person an intention to do any of the things referred to in
clauses 4.1(a) to 4.1(c).






	4.2  	Notification of approaches
	 
	   	During the Non-Solicitation Period, the Vendor will promptly advise the Purchaser of:






	 	(a)  	any approach, inquiry or proposal made to, and any attempt to initiate
negotiations or discussions with Vendor or its Associates with respect to any Other
Proposal, whether unsolicited or otherwise;
	 
	 	(b)  	any request for information relating to the Group, any Group Company or the
Business which the Vendor has reasonable grounds to suspect may relate to a current or
future Other Proposal;
	 
	 	(c)  	the identity of the person or persons taking any action referred to clause
4.2(a) or 4.2(b), and the terms and conditions of any Other Proposal; and
	 
	 	(d)  	any provision by the Vendor or any of its Associates of any information
relating to the Group, any Group Company or the Business to any person in connection
with or for the purposes of an Other Proposal.






	4.3  	Normal provision or information
	 
	   	Nothing in this clause 4 prevents the Vendor from:






	 	(a)  	providing information to its Associates;
	 
	 	(b)  	the provision of any information required by law;
	 
	 	(c)  	permitting any party that has, prior to the commencement of the
Non-Solicitation Period, made or indicated its intention to make an Other Proposal from
initiating, pursuing or completing due diligence investigations in relation to the
Group, any Group Company, Arbutus or the Business;






			
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	 	(d)  	providing any information in relation to the Group, any Group Company or the
Business as any such party to this agreement may request in connection with such due
diligence investigations; or
	 
	 	(e)  	receiving an Other Proposal from any such party.






	4.4  	Right to exceed Other Proposal
	 
	   	If, prior to the Completion Date, a party other than the Purchaser makes an Other
Proposal (the First Offer) to the Vendor that its Board of Directors determines, in the
exercise of its fiduciary duties, is superior in any material respect to the terms hereof,
the Vendor shall give notice in writing to the Purchaser of such Other Proposal within two
business days of the date of such determination by the Board. If, within seven business
days of the delivery of such notice, the Purchaser does not deliver an offer in writing to
the Vendor that the Board of Directors of the Vendor concludes, in the exercise of its
fiduciary duties, is superior in a material respect to the First Offer, the Vendor shall be
free to terminate this agreement and all Transaction Documents, accept the First Offer and
complete the transaction contemplated thereby with the buyer thereunder. In such event,
upon closing of the transaction contemplated by the First Offer, the Vendor shall reimburse
an amount, not to exceed US$200,000, to the Purchaser as reimbursement of reasonable and
properly documented expenses directly incurred by the Purchaser in connection with the
negotiation and entering into of this agreement and the Transaction Documents, the conduct
of its due diligence enquiries and satisfaction of any conditions precedent, within 14 days
after the Purchaser gives to the Vendor a copy of the detailed invoice for the amount it
claims by way of reimbursement.
	 
	5.  	Representations by parties
	 
	5.1  	Representations by Assignee
	 
	   	The Assignee represents and warrants to the Vendor that each of the following
statements is true and accurate at the date of this agreement and will be true and accurate
on the Completion Date:






	 	(a)  	it is validly existing under the laws of its place of incorporation or
registration;
	 
	 	(b)  	it has the power (not limited by its constitution) to enter into and perform
its obligations under this agreement and to carry out the transactions contemplated by
this agreement;
	 
	 	(c)  	it has taken all necessary action to authorise its entry into and performance
of this agreement and to carry out the transactions contemplated by this agreement and
the Transaction Documents;
	 
	 	(d)  	its obligations under this agreement are valid and binding and enforceable
against it in accordance with their terms; and
	 
	 	(e)  	neither it nor any party related to it has taken any action under which any
person is or may be entitled to a commission, brokerage or finder’s fee in connection
with the transactions contemplated by this agreement and the Transaction Documents.






	5.2  	Tax representation by Assignee
	 
	   	The Assignee represents and warrants to the Vendor that it is not, and will not before
all Transaction Consideration is paid in accordance with clause 3, either:






	 	(a)  	become a resident of Australia for tax purposes; or
	 
	 	(b)  	carry on business in Australia at or through a permanent establishment.






			
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	   	In the event that it breaches the warranty set out in this clause 5.2, the Assignee will be
liable to indemnify the Vendor for all Tax Liabilities resulting from such breach. For the
avoidance of doubt, this obligation is an obligation to which clause 10 of this agreement
applies.
	 
	5.3  	Application of representations by the Assignee
	 
	   	Each of the representations made by the Assignee under clauses 5.1 and 5.2 remains in
full force and effect on and after the completion of any transactions contemplated by this
agreement and the Transaction Documents.
	 
	5.4  	Representations by Purchaser
	 
	   	The Purchaser represents and warrants to the Vendor that each of the following
statements is true and accurate at the date of this agreement and will be true and accurate
on the Completion Date:






	 	(a)  	it is validly existing under the laws of its place of incorporation or
registration;
	 
	 	(b)  	it has the power (not limited by its constitution) to enter into and perform
its obligations under this agreement and to carry out the transactions contemplated by
this agreement;
	 
	 	(c)  	it has taken all necessary action to authorise its entry into and performance
of this agreement and to carry out the transactions contemplated by this agreement and
the Transaction Documents;
	 
	 	(d)  	its obligations under this agreement are valid and binding and enforceable
against it in accordance with their terms; and
	 
	 	(e)  	neither it nor any party related to it has taken any action under which any
person is or may be entitled to a commission, brokerage or finder’s fee in connection
with the transactions contemplated by this agreement and the Transaction Documents.






	5.5  	Tax representation by Purchaser
	 
	   	The Purchaser represents and warrants to the Vendor that it is not, and will not before
all Transaction Consideration is paid in accordance with clause 3, either:






	 	(a)  	become a resident of Australia for tax purposes; or
	 
	 	(b)  	carry on business in Australia at or through a permanent establishment.






	   	In the event that it breaches the warranty set out in this clause 5.5, the Purchaser will be
liable to indemnify the Vendor for all Tax Liabilities resulting from such breach. For the
avoidance of doubt, this obligation is an obligation to which clause 10 of this agreement
applies.
	 
	5.6  	Application of representations by the Purchaser
	 
	   	Each of the representations made by the Purchaser under clauses 5.4 and 5.5 remains in
full force and effect on and after the completion of any transactions contemplated by this
agreement and the Transaction Documents.
	 
	5.7  	Representations by Guarantor
	 
	   	The Guarantor represents and warrants to the Vendor that each of the following
statements is true and accurate at the date of this agreement and will be true and accurate
on the Completion Date:






	 	(a)  	it is validly existing under the laws of its place of incorporation or
registration;
	 
	 	(b)  	it has the power (not limited by its constitution) to enter into and perform
its obligations under this agreement and to carry out the transactions contemplated by
this agreement;






			
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	 	(c)  	it has taken all necessary action to authorise its entry into and performance
of this agreement and to carry out the transactions contemplated by this agreement and
the Transaction Documents;
	 
	 	(d)  	its obligations under this agreement are valid and binding and enforceable
against it in accordance with their terms; and
	 
	 	(e)  	neither it nor any party related to it has taken any action under which any
person is or may be entitled to a commission, brokerage or finder’s fee in connection
with the transactions contemplated by this agreement and the Transaction Documents.






	5.8  	Tax representation by Guarantor
	 
	   	The Guarantor represents and warrants to the Vendor that it is not, and will not before
all Transaction Consideration is paid in accordance with clause 3, either:






	 	(a)  	become a resident of Australia for tax purposes; or
	 
	 	(b)  	carry on business in Australia at or through a permanent establishment.






	   	In the event that it breaches the warranty set out in this clause 5.8, the Guarantor will be
liable to indemnify the Vendor for all Tax Liabilities resulting from such breach.
	 
	5.9  	Application of representations by the Guarantor
	 
	   	Each of the representations made by the Guarantor under clauses 5.7 and 5.8 remains in
full force and effect on and after the completion of any transactions contemplated by this
agreement and the Transaction Documents.
	 
	5.10  	Representations by Vendor
	 
	   	The Vendor represents and warrants to the Purchaser and the Assignee that each of the
following statements is true and accurate at the date of this agreement and will be true and
accurate on the Completion Date:






	 	(a)  	it is validly existing under the laws of its place of incorporation or
registration;
	 
	 	(b)  	it has the power (not limited by its constitution) to enter into and perform
its obligations under this agreement and to carry out the transactions contemplated by
this agreement;
	 
	 	(c)  	it has taken all necessary action to authorise its entry into and performance
of this agreement and to carry out the transactions contemplated by this agreement and
the Transaction Documents;
	 
	 	(d)  	its obligations under this agreement are valid and binding and enforceable
against it in accordance with their terms; and
	 
	 	(e)  	neither it nor any party related to it has taken any action under which any
person is or may be entitled to a commission, brokerage or finder’s fee in connection
with the transactions contemplated by this agreement and the Transaction Documents.






	5.11  	Application of representations by the Vendor
	 
	   	Each of the representations made by the Vendor under clause 5.10 remains in full force
and effect on and after the completion of any transactions contemplated by this agreement
and the Transaction Documents.






			
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	6.  	Confidentiality and publicity
	 
	6.1  	Confidentiality – Purchaser
	 
	   	The Purchaser and its Associates:






	 	(a)  	must keep confidential any confidential information of the Vendor and all
Confidential Information disclosed to the Purchaser and/or any of its Associates by or
on behalf of the Vendor, or of which the Purchaser and/or any of its Associates becomes
aware (whether before or after the date of this agreement); and
	 
	 	(b)  	may disclose any confidential information in respect of which the Purchaser
and/or any of its Associates has an obligation of confidentiality under paragraph (a)
only to those of the Purchaser’s officers or employees or advisers who have a need to
know for the purposes of this agreement and the transactions contemplated by it.






	6.2  	Confidentiality — Vendor
	 
	   	The Vendor and its Associates:






	 	(a)  	must keep confidential any confidential information of the Purchaser and all
Confidential Information disclosed to the Vendorand/or any of its Associates by or on
behalf of the Purchaser, or of which the Vendor and/or any of its Associates becomes
aware (whether before or after the date of this agreement); and
	 
	 	(b)  	may disclose any confidential information in respect of which the Vendor and/or
any of its Associates has an obligation of confidentiality under paragraph 6.1(a) only
to those of the Vendor officers or employees or advisers who have a need to know for
the purposes of this agreement and the transactions contemplated by it.






	6.3  	Confidential Information
	 
	   	The provisions of clauses 6.1 and 6.2 apply:






	 	(a)  	with respect to Confidential Information:






	 	(i)  	until completion of all transactions contemplated by this
agreement or the Transaction Documents; or
	 
	 	(ii)  	for a period of three years after termination of this agreement,






	 	   	whichever first occurs; and
	 
	 	(b)  	with respect to any other confidential information of the Vendor or the
Purchaser, until that information is public knowledge (otherwise than as a result of a
breach of confidentiality by the Purchaser or Vendor (as applicable) or any of its
permitted discloses).






	6.4  	Announcements
	 
	   	A party must not make or authorise a press release or public announcement relating to
the negotiations of the parties or the subject matter or provisions of this agreement
(Announcement) unless:






	 	(a)  	it is required to be made by law or the rules of the Australian Stock Exchange,
Toronto Stock Exchange, NASDAQ or any other relevant stock exchange and before it is
made that party has made reasonable efforts to:






	 	(i)  	notify the Purchaser and the Vendor; and
	 
	 	(ii)  	give the Purchaser and the Vendor a reasonable opportunity to
comment on the contents of, and the requirement for, the Announcement; or






			
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	 	(b)  	it has the prior written approval of the Purchaser and the Vendor.






	7.  	Obligation to consult in relation to Production
	 
	   	The Purchaser agrees to procure that Goldamere consults with the Vendor in relation to
any events which may or will result in Production for a given Ore Year during the Pellet
Period falling below the amount shown for that Ore Year in the 2005 Savage River mine plan.
	 
	8.  	Resolution of disputes – international arbitration
	 
	   	All disputes arising out of or in connection with this contract must be finally settled
under the Rules of Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with those Rules.
	 
	9.  	GST
	 
	9.1  	Interpretation
	 
	   	In this clause 9, a word or expression defined in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
	 
	9.2  	GST gross up
	 
	   	If a party makes a supply under or in connection with this agreement in respect of
which GST is payable, the consideration for the supply but for the application of this
clause 9.2 (GST exclusive consideration) is increased by an amount equal to the GST
exclusive consideration multiplied by the rate of GST prevailing at the time the supply is
made.
	 
	9.3  	Reimbursements
	 
	   	If a party must reimburse or indemnify another party for a loss, cost or expense, the
amount to be reimbursed or indemnified is first reduced by any input tax credit the other
party is entitled to for the loss, cost or expense, and then increased in accordance with
clause 9.2.
	 
	9.4  	Tax invoice
	 
	   	A party need not make a payment for a taxable supply made under or in connection with
this agreement until it receives a tax invoice for the supply to which the payment relates.
	 
	10.  	Guarantor’s guarantee
	 
	10.1  	Guarantee and indemnity






	 	(a)  	In consideration of the Vendor agreeing to enter into this agreement and the
Transaction Documents at the Guarantor’s request, the Guarantor unconditionally and
irrevocably:






	 	(i)  	guarantees to the Vendor the due and punctual performance and
observance by the Purchaser and Assignee of all of the obligations contained in

or implied under this agreement and the Transaction Documents that must be
performed and observed by the Purchaser and Assignee (Guaranteed Obligations);
and
	 
	 	(ii)  	(as an additional and separately enforceable obligation to the
guarantee in clause 10.1(a)(i)) indemnifies the Vendor against all losses,
damages, costs and expenses which the Vendor may now or in the future suffer or
incur consequent on or arising directly or indirectly out of any breach or
non-observance by the Purchaser or Assignee of a Guaranteed Obligation.






			
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	 	(b)  	If the Purchaser or Assignee (as applicable) fails to perform a Guaranteed
Obligation on time, the Guarantor must perform that Guaranteed Obligation on demand by
the Vendor (whether or not the Vendor has demanded that the Purchaser or Assignee (as
applicable) do so).






	10.2  	Extent of guarantee and indemnity
	 
	   	This clause 10 applies and the obligations of the Guarantor remain unaffected despite:






	 	(a)  	an amendment of this agreement or any of the Transaction Documents, whether
with or without the Guarantor’s knowledge or consent; or
	 
	 	(b)  	a rule of law or equity to the contrary; or
	 
	 	(c)  	an insolvency event affecting a person or the death of a person; or
	 
	 	(d)  	a change in the constitution, membership, or partnership of a person; or
	 
	 	(e)  	the partial performance of the Guaranteed Obligations; or
	 
	 	(f)  	the Guaranteed Obligations not being enforceable at any time (whether by reason
of a legal limitation, disability or incapacity on the part of the Purchaser and/or the
Assignee and whether this agreement is void ab initio or is subsequently avoided)
against the Purchaser and/or the Assignee; or
	 
	 	(g)  	the Vendor granting any time or other indulgence or concession to, compounding
or compromising with, or wholly or partially releasing the Purchaser, the Assignee or
the Guarantor of an obligation; or
	 
	 	(h)  	another thing happening that might otherwise release, discharge or affect the
obligations of the Guarantor under this agreement.






	10.3  	Principal and independent obligation
	 
	   	Each of the guarantee in clause 10.1(a)(i) and the indemnity in clause 10.1(a)(ii) is:






	 	(a)  	a principal obligation and is not to be treated as ancillary or collateral to
another right or obligation; and
	 
	 	(b)  	independent of and not in substitution for or affected by another security
interest or guarantee or other document or agreement which the Vendor or another person
may hold concerning the Guaranteed Obligations.






	10.4  	Enforcement against Guarantor
	 
	   	The Vendor may enforce this clause 10 against the Guarantor without first having to
resort to another guarantee or security interest or other agreement relating to the
Guaranteed Obligations.






	10.5  	Reinstatement of guarantee and indemnity
	 
	   	If any payment or other transaction in connection with the Guaranteed Obligations or
this clause 10 is or becomes void, voidable, unenforceable or defective or a claim of such
is upheld or settled (each an Avoidance), then:






	 	(a)  	the Guarantor’s liability will continue, and be what it would have been had the
Avoidance not occurred; and
	 
	 	(b)  	the Guarantor must execute and do everything necessary to restore the Vendor to
its position immediately before the Avoidance.






			
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	11.  	Notices and other communications
	 
	11.1  	Service of notices
	 
	   	A notice, demand, consent, approval or communication under this agreement (Notice) must
be:






	 	(a)  	in writing, in English and signed by a person duly authorised by the sender;
and
	 
	 	(b)  	hand delivered or sent by prepaid post or facsimile to the recipient’s address
for Notices specified in the Details, as varied by any Notice given by the recipient to
the sender.






	11.2  	Effective on receipt
	 
	   	A Notice given in accordance with clause 11.1 takes effect when taken to be received
(or at a later time specified in it), and is taken to be received:






	 	(a)  	if hand delivered, on delivery;
	 
	 	(b)  	if sent by prepaid post, the second Business Days after the date of posting (or
the seventh Business Day after the date of posting if posted to or from a place outside
Australia);
	 
	 	(c)  	if sent by facsimile, when the sender’s facsimile system generates a message
confirming successful transmission of the entire Notice unless, within eight Business
Hours after the transmission, the recipient informs the sender that it has not received
the entire Notice,
	 
	 	   	but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on
a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.






	12.  	Miscellaneous
	 
	12.1  	Alterations
	 
	   	This agreement may be altered only in writing signed by each party.

	 
	12.2   	
Approvals and consents
	 
	   	Except where this agreement expressly states otherwise, a party may, in its discretion,
give conditionally or unconditionally or withhold any approval or consent under this
agreement.
	 
	12.3  	Assignment
	 
	   	A party may only assign this agreement or a right under this agreement with the prior
written consent of each other party.
	 
	12.4  	Costs
	 
	   	Each party must pay its own costs of negotiating, preparing and executing this agreement.

	 
	12.5  	
Stamp duty
	 
	   	Any stamp duty, duties or other taxes of a similar nature (including fines, penalties
and interest) in connection with this agreement or any transaction contemplated by this
agreement, must be paid by the Purchaser.
	 
	12.6  	Survival
	 
	   	Any indemnity or any obligation of confidence under this agreement is independent and
survives termination of this agreement. Any other term by its nature intended to survive
termination of this agreement survives termination of this agreement.






			
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	 	Head Agreement | page 21





 









 






	12.7  	Counterparts
	 
	   	This agreement may be executed in counterparts. All executed counterparts constitute
one document.
	 
	12.8  	No merger
	 
	   	The rights and obligations of the parties under this agreement do not merge on
completion of any transaction contemplated by this agreement.
	 
	12.9  	Entire agreement
	 
	   	This agreement, together with the Transaction Documents, constitutes the entire
agreement between the parties in connection with its subject matter and supersedes all
previous agreements or understandings between the parties in connection with its subject
matter, including the memorandum of understanding between the Company, Stemcor Australia Pty
Limited and the Vendor, dated 1 December 2004.
	 
	12.10  	Further action
	 
	   	Each party must do, at its own expense, everything reasonably necessary (including
executing documents) to give full effect to this agreement and any transactions contemplated
by it.
	 
	12.11  	Severability
	 
	   	A term or part of a term of this agreement that is illegal or unenforceable may be
severed from this agreement and the remaining terms or parts of the term of this agreement
continue in force.
	 
	12.12  	Waiver
	 
	   	A party does not waive a right, power or remedy if it fails to exercise or delays in
exercising the right, power or remedy. A single or partial exercise of a right, power or
remedy does not prevent another or further exercise of that or another right, power or
remedy. A waiver of a right, power or remedy must be in writing and signed by the party
giving the waiver.
	 
	12.13  	Relationship
	 
	   	Except where this agreement expressly states otherwise, it does not create a
relationship of employment, trust, agency or partnership between the parties.
	 
	12.14  	Governing law and jurisdiction
	 
	   	This agreement is governed by the law of New South Wales and each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.






			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 22





 









 











Schedule 1  — Arbutus Agreement









			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 23





 









 








Schedule 2 — Beviron Agreement









			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 24





 









 








Schedule 3 — Deed of Assignment







			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 25






 









 








	 	 	 
	Signing page
	 	 
	


	 
	 	 
	EXECUTED as an agreement.
	 	 
	 
	 	 
	Executed by Ivanhoe Mines Ltd. by its attorney
Sebastian Hempel under power of attorney dated 3
February 2005 in the presence of
	 	 
	 
	 	 
	“Angus Davison”

	 	“Sebastian Hempel”
	 

	 	 
	Signature of witness

	 	Sebastian Hempel
	 
	 	 
	Angus Davison
	 	 
	


	 	 
	Name of witness (print)
	 	 
	 
	 	 
	Executed by Stemcor Pellets Ltd by its attorneys
Paul Whitehead and Thomas Girgensohn under power of
attorney dated 3 February 2005 in the presence of
	 	 
	 
	 	 
	“T. Girgensohn”

	 	“Paul Whitehead”
	 

	 	 
	Signature of witness

	 	Paul Whitehead
	 
	 	 
	T. Girgensohn
	 	 
	 

	 	 
	Name of witness (print)

	 	Thomas Girgensohn
	 
	 	 
	Executed by Dominant Holdings AG by its attorneys
Paul Whitehead  under power of
attorney dated 3 February 2005 in the presence of
	 	 
	 
	 	 
	“T. Girgensohn”

	 	“Paul Whitehead”
	 

	 	 
	Signature of witness

	 	Paul Whitehead
	 
	 	 
	T. Girgensohn
	 	 
	 

	 	 
	Name of witness (print)

	 	Thomas Girgensohn
	 
	 	 
	Executed by Stemcor Holdings Limited by its
attorneys Paul Whitehead and Thomas Girgensohn under
power of attorney dated 3 February 2005 in the presence
of
	 	 
	 
	 	 
	“T. Girgensohn”

	 	“Paul Whitehead”
	 

	 	 
	Signature of witness

	 	Paul Whitehead
	 
	 	 
	T. Girgensohn
	 	 
	 

	 	 
	Name of witness (print)

	 	Thomas Girgensohn







			
	Minter Ellison | Ref: JSTH:AWDA 20-4747684
	 	Head Agreement | page 26