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“LME Grade A Price” means the cash settlement price for Grade A copper cathode, as publishedin Dollars at http://www.lme.co.uk/dataprices_daily_metal.asp.“London AM & PM Gold Fixing” means the fixed prices for gold, as published in Dollars athttp://www.lbma.org.uk.“London Silver Fixing” means the fixed price for silver, as published in Dollars athttp://www.lbma.org.uk.“Material” or “Concentrates” means copper concentrates as defined in Article 2.0.“Metric Ton” and “MT” mean 2,204.62 pounds avoirdupois.“Ounce” means a Troy Ounce of 31.1035 grams.“Pound” means 453.593 grams.“PPM” means parts per million or 0.0001% of a Metric Ton.“Quotational Period” means the period(s) determined in accordance with Article 8.0.“WMT” means Wet Metric Ton.**2.0 MATERIAL**2.1 Seller shall supply Concentrates from Seller’s Copper Rand mill which shall be produced from amix of ores, yielding Concentrates with the following expected individual typical analyses:   [] [ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ][ ]***[Description of the type of information that has been marked to be unreadable: Expected individualtypical analyses.]***2.2 Except as set forth in this Article 2.0, the Concentrates to be delivered hereunder shall befree of any element deleterious to the smelting process. The moisture content of the
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Concentrate when shipped shall not exceed the limit provided in the International MaritimeOrganisation regulations prevailing at the time of shipment.**3.0 DURATION; QUANTITY**3.1 This Agreement shall cover the full quantity of Concentrates produced by the Seller from theirCopper Rand mill during the period commencing [                                ] and ending[                                ]. ThisAgreement shall continue evergreen thereafter with automatic extension in successive calendar yearincrements unless cancelled by either party on not less than twelve months notice (first suchnotice not before [                                ]). For clarity by way of example, notice of cancellation byeither party at any time during [                    ] would result in termination of the Agreement on[                                ].***[Description of the type of information that has been marked to be unreadable: Dates.]***3.2 The quantity of Concentrates produced from the Copper Rand mill is currently estimated asfollows:   2007: [          ] DMT2008: [          ] DMT2009: [          ] DMT***[Description of the type of information that has been marked to be unreadable: Quantities ofConcentrates.]***These quantities are estimates only, and Seller’s obligation to deliver under this Agreement shallbe limited to the total actual quantities of Concentrates produced.**4.0 SHIPMENT; DELIVERY**4.1 The Material shall be shipped in safe conditions as per IMO (International MaritimeOrganisation) regulations. Seller shall deliver the Concentrates CIF Free Out Main European Port orparity in case of delivery to alternative destinations in which case Hamburg, Germany shall be usedas the reference port for freight parity determination.4.2 Unless otherwise mutually agreed, shipments shall be made in bulk in cargo lots ofapproximately 5,000 WMT each, evenly as Concentrates are produced.   4.3 [ ]    [ ]   4.4 [ ]    [ ]***[Description of the type of information that has been marked to be unreadable: Shipping terms.]***4.5 Seller shall advise Buyer at the earliest opportunity of the intended vessel’s name, theapplicable demurrage and despatch rates of the vessel, the approximate cargo quantity and estimatedvessel itinerary. The Seller at its option may substitute the nominated vessel subject to Buyer’sapproval, which shall not be unreasonably withheld, provided the substitute vessel does not exceedthe maximum dimensions suitable to comply with the discharge port maximum dimensions.
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4.6 The demurrage and despatch rates applicable for each shipment shall be equal to such ratesagreed between Seller and vessel owner as stated in charter party, contract of affreightment, orother employment contract for use of delivery of the vessel. Demurrage and despatch rates shall bein line with market rates for similar vessels and similar destinations.4.7 Seller shall instruct the master or the agent of the performing vessel to advise Buyer or itsdesignee by radio and facsimile of the estimated time of arrival at least 10 days / 5 days / 48hours / 24 hours and 12 hours prior to said vessel’s expected time of arrival at discharging portor in accordance with the schedule advised to Seller by Buyer.**5.0 DISCHARGE**5.1 Notice of Readiness (NOR) shall be tendered to the Buyer or its nominated agent at thedischarging port during official port Office hours when the vessel is in port, ready in everyrespect to discharge, whether in berth or not, whether in free pratique or not, whether in customsclearance or not, provided that actual time lost in obtaining free pratique shall not count aslaytime.For the purpose of this Article, Office hours shall mean the hours from 0800 to 1700 for the daysMonday through Friday and from 0800 to 1300 on Saturday (Sunday and legal holidays excluded)5.2 Laytime for discharge shall commence at 1300 the same working day if NOR is tendered prior totwelve o’clock noon, or at 0800 the next working day if NOR is tendered after 1200 unless dischargeis sooner commenced in which case actual time used for discharging shall count as laytime. If afterberthing, vessel is not ready in all respects to discharge, actual time lost until ready in allrespects to discharge is not to count as laytime.5.3 Buyer shall discharge vessel free of all risk and expense to Seller and to vessel at one safeberth, vessel always afloat, at an unloading rate to be mutually agreed which is reasonable andcustomary at the Port of Discharge. Such unloading rate shall be quoted per weather working day of24 hours, Sundays and legal holidays excluded unless used, in which case actual time used to count.Time lost in waiting for berth, if any, shall count as laytime. However, shifting time from ananchorage to the berth shall not count as laytime, unless vessel is already on demurrage.5.4 If Buyer fails to discharge the cargo within the time allowed, Buyer shall pay demurrage forall the time lost. If discharge is completed earlier than the time allowed, Seller shall paydespatch for all laytime saved. The demurrage and despatch rates applicable for each shipmentshall be equal to such rates agreed between Seller and vessel owner as stated in a Charter Party orother employment contract for use of the delivery vessel. The demurrage and despatch ratesapplicable shall be reasonable and customary.5.5 Buyer shall be responsible for ensuring that vessel holds are fully shovelled and swept cleanupon completion of discharge.5.6 Overtime, if any, shall be for the account of the party ordering same. If overtime is orderedby port authorities or their representatives, Buyer shall pay all expenses incurred as a resultthereof, except that crew’s and officer’s overtime shall be for Seller’s account.5.7 The vessel shall open and close hatches and remove and replace beams at the vessel’s time, riskand expense.5.8 Buyer shall have the right to work at one time all hatches on the vessel which are thenavailable for unloading.5.9 Stevedores are in the service of the Buyer. Stevedoring and other related discharge costs arefor Buyer’s account.
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**6.0 DELIVERY CONVERSION OPTION**6.1 For each cargo lot shipped, Seller shall have the option to convert delivery of theConcentrates to FCA warehouse at the facilities of the St. Lawrence Stevedoring division of QuebecStevedoring Ltd. located at Port of Quebec City, PQ, Canada.6.2 Seller shall always be responsible for the costs of delivering, insuring and unloading theconcentrate from trucks into the warehouse of St. Lawrence Stevedoring but in the case ofconversion of delivery destination to Quebec City then Seller shall reimburse the Buyer for allcosts incurred by Buyer for onward delivery of Concentrates CIF Free Out Main European Port. Suchcosts shall include but not be limited to the following items: **§**[          ]  **§**[          ]  **§**[          ]  **§**[          ]  **§**[          ]  **§**[          ]  **§**[          ]***[Description of the type of information that has been marked to be unreadable: Costs.]*****7.0 TITLE AND RISK OF LOSS; INSURANCE**7.1 Risk of loss and damage for each shipment of Concentrates shall pass from Seller to Buyer whensuch Concentrates are delivered into the warehouse of St. Lawrence Stevedoring at the Port ofQuebec City.7.2 Title to the Concentrates shall pass to Buyer on Seller’s receipt of provisional payment.7.3 [           ][           ][           ][           ][           ]7.4 [           ][           ][           ][           ][           ][           ][           ]
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***[Description of the type of information that has been marked to be unreadable: Insurance coverage.]***7.5 Insurance for the benefit of Buyer shall be in Dollars. Claim proceeds to Buyer shall be freelypayable in US Dollars on the basis of the final value of Concentrates shipped plus ten percent.**8.0 PRICE**8.1 The price for Material sold hereunder shall be the total of payments for the copper, gold andsilver content of the Material less treatment, refining and other charges as hereinafter set forth.a) Payable Copper:[           ][           ]b) Payable Gold:[           ][           ]c) Payable Silver:[           ]***[Description of the type of information that has been marked to be unreadable: Price.]***d) Quotational Period for Payable Metals:[           ][           ][           ][           ]***[Description of the type of information that has been marked to be unreadable: Quotational periodfor payable metals.]***e) Treatment and Refining Charges for Copper; Copper price Participation:         Treatment Charge Copper Refining Charge  Year US$/DMT US$/payable pound Cu Copper Price Participation2007 [          ] [          ] [          ]2008 [          ] [          ] [          ][           ]***[Description of the type of information that has been marked to be unreadable: Charges.]***f) Refining Charges for Gold and Silver:
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       Gold Refining Charge Silver Refining ChargeYear US$/payable ounce US$/payable ounce2007 [          ] [          ]2008 [          ] [          ][           ]***[Description of the type of information that has been marked to be unreadable: Charges.]***g) Penalties:[           ][           ][           ]8.2  [           ][           ][           ][           ]***[Description of the type of information that has been marked to be unreadable: Penalties.]***9.0 PAYMENT9.1 All Invoices shall be prepared in US Dollars and all payments shall be effected in US Dollars.9.2 Provisional PaymentFor the quantity of Concentrates shipped by Seller by truck each calendar week and delivered intothe warehouse of [                    ], a provisional payment of [        ] of the value of the Seller’s pro-formainvoice shall be paid by Buyer promptly upon receipt of the following supporting documents:***[Description of the type of information that has been marked to be unreadable: location andamount.]***a) Seller’s provisional commercial invoiceb) Warehouse Title Certificate from St. Lawrence Stevedoringc) Weight Certificate issued by Sellerd) Provisional Assay Certificate issued by SellerThe pro-forma invoice shall be calculated based on the warehouse weight per truck Bills of Ladingand Seller’s estimated assays and moisture contents.Prices for the provisional payment shall be based on the quotations specified in Clause 8.1averaged for the week of shipment.9.3 Final Settlement[           ]
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[           ][           ]**[Description of the type of information that has been marked to be unreadable: Final settlementterms.]**9.4 In the event of a partial loss (other than normal loss in transit) or partial damage due toinsured perils before final weighing, sampling and moisture determination at the Receiving Smeltercan be made in accordance with Article 11.0 then final settlement shall be made as soon as allnecessary details are available based on the Bill of Lading weight for the entire cargo and theagreed assays determined under Article 12.0 on the remaining part of the shipment, and otherwise inaccordance with the terms of the Agreement.9.5 In the event of a total loss or total damage to a shipment, final payment shall be made asfollows:a) if total loss occurs while Concentrates are in warehouse at the Port of Quebec City, then valueshall be determined on the basis of Seller’s weight, moisture determination and assays used forprovisional payment purposes. For Quotational Period determination the arrival date shall be basedupon the assumption that the delivery vessel would have arrived at Buyer’s Port of Dischargeseventy-five days after the date of loss.b) if total loss occurs after ocean vessel shipment, then value shall be determined on the basis ofSeller’s weight, moisture determination and assays used for provisional payment purposes. ForQuotational Period determination the arrival date shall be based upon the assumption that thedelivery vessel would have arrived at Buyer’s Port of Discharge thirty days after the ocean vesselBill of Lading date.10.0 PROFIT SHARING ARRANGEMENT[           ][           ][           ]***[Description of the type of information that has been marked to be unreadable: Profit sharingarrangement.]***11.0 WEIGHING, SAMPLING AND MOISTURE DETERMINATION11.1 The Concentrates shall be weighed, sampled, and the moisture determined (WSMD) at the Port ofDischarge by Buyer in accordance with Receiving Smelter’s standard practice procedures. WSMD shallbe carried out free of expense to Seller. Seller has the right to be represented at Seller’s ownexpense to monitor WSMD operations. Samples to be sealed in aluminum foil lined bags in a manner soas to prevent sample degradation. These operations shall be carried out promptly and shall becompleted within three days from Arrival date. Dry weight for final settlement shall be 100% of thedry weight determined at discharge port. Buyer shall immediately upon determination of weight andmoisture send a notice to Seller stating therein the wet weight, dry weight, and moisture contentby lot.
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11.2 If the Port of Discharge or Receiving Smelter does not have available reliable modernequipment for WSMD of Concentrates or does not apply accepted standards commonly recognized in theindustry for such purposes then WSMD shall take place at the Port of Quebec in accordance withaccepted industry standards and the dry weight so determined less 0.25% shall govern for finalsettlement purposes.11.3 Each sampling lot shall consist of approximately 500 WMT or such other quantity as may bemutually agreed. Each sample shall be divided into ten equal portions, which shall be distributedas follows: two for Buyer, two for Seller and two for Receiving Smelter, and the remaining portionssealed and preserved by Seller or Seller’s representative for possible use by the umpire.11.4 Any difference of opinion regarding weighing, sampling, and moisture determination proceduresshall be resolved by mutual agreement of Seller and Buyer prior to the final exchange of assayspertaining to the shipment.12.0 ASSAYS12.1 From the samples taken in accordance with Article 11.0, Buyer and Seller shall each make theirown assays for copper (Cu), gold (Au) and silver (Ag) which shall be exchanged in the customarymanner no later than sixty days following the date of the weight certificate pursuant to theshipment. All assays (including any umpire assays) shall show copper content to the nearest 1/100of one percent, gold content to the nearest 1/10 of a gram per DMT, and silver content to thenearest one gram per DMT, respectively. All assays for gold shall be determined using the fireassaying technique with correction for slag and cupellation losses; all assays for silver shall beeither by fire assay with correction for slag and cupellation losses or by atomic absorptionspectroscopy.12.2 Buyer shall employ the services of an internationally recognized independent laboratory. Themean average of Buyer’s and Seller’s assays shall govern settlement unless the following or othermutually agreed splitting limits are exceeded:   Copper: [          ]Silver: [          ]Gold: [          ]***[Description of the type of information that has been marked to be unreadable: Splitting limits.]***12.3 If the splitting limits referred to in Clause 12.2 are exceeded, Buyer and Seller shall conferand agree to split any or all differences or alternatively, at either party’s option, an umpireassay shall be made by one of the following three umpires (umpire to be nominated by Seller andaccepted by Buyer, such acceptance shall not be unreasonably withheld) on a rotation basis. Sellerand Buyer may from time to time agree to modify the list of eligible umpires.Inspectorate International Ltd.