dlcr_ex107.htm

EXHIBIT 10.7

 





INDEPENDENT STATE OF PAPUA NEW GUINEA

Mining Act 1992

 





Act, Sec. 119

 

TRIBUTE AGREEMENT

 





Instructions:

 




		(a) 	Information in this form must be either typed or handwritten in block letters.

 




		(b) 	This Agreement may only be used in relation to mining or proposed mining of alluvial minerals on an alluvial mining lease or mining lease granted under the Mining Act 1992.

 


		(c) 	As soon as possible after execution of this Agreement, the parties must submit this Agreement for registration under the Mining Act 1992.

 




		(d) 	If there are two or more Tenement Holders, each Tenement Holder must be a party to this Agreement.

 


		(e) 	A map of the Tenement must be included at Schedule 1 of this Agreement. If this Agreement relates to part or portion of the Tenement only, the map must clearly show the delineated area.

 


		(f) 	A tribute agreement may include terms not listed in this form. Any additional terms and conditions must be typed or handwritten in block letters and inserted at Schedule 2.

 




		(g) 	Where there is insufficient space on the form to supply the information required, annex a separate sheet in the same format containing the information.

 






	1. 


	Date of Agreement and Duration



 






	
(a)
	
Date of Agreement (Day/Month/Year)
	
12th December 2014

	 	 	 
	
(b)
	
Term
	
Five ( 5 ) years 




 



Guidance Note: The term will commence on the Commencement Date (refer to paragraph 9.1).

 

	 
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	2. 	Tenement Holder(s) (Complete either 2(a) or 2(b), as applicable)





 


		(a) 	Holder of Alluvial Mining Lease

 


	
Name of citizen or land group
	
Residential address or address
of registered office
	
Postal address
	
Contact person (full name, position, email address, telephone number (work and mobile) and facsimile number)

				
				



 






		(b) 	Holder of Mining Lease (granted for the sole purpose of mining alluvial minerals)

 


	
Name of citizen or company

and registration number.
	
Address of registered office
	
Postal address
	
Contact person (full name, position, email address, telephone number (work and mobile) and facsimile number)

	
Willie Sine 
		
P.O. Box 1, Bulolo, Morobe 

Province
	
721 49352 

				



 



Guidance Notes:

 

A mining lease which is for the sole purpose of mining alluvial minerals may only be held by a citizen, or a company of which at least 51% of the ordinary shares are beneficially owned by citizens, or an unincorporated joint venture at least 51% of the interest in which is beneficially owned by citizens.

 

If the Tenement Holder is a company, please include the company registration number. If the Tenement Holder is an unincorporated joint venture, please insert the name of each joint venturer and registration number (if any).

 

If there is insufficient space, additional sheets may be annexed to this Agreement.

 

	 
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	3. 	Contract Miner



 






	
Given names (natural persons only). 
	
Aqua Mining ( PNG ) Limited 

	
Surname or corporate name and registration number, if applicable. 
	
100% Subsidiary of Kibush Capital Corporation

	
Nationality or country of incorporation.
	
Papua New Guinea

	
Residential address or address of registered office. 
	
Section 355 allotment 22, Gerehu, NCD, Port Moresby

	
Postal address.
	
P.O. Box 1094 Waterfront, Konedobu, PNG

	
Telephone number. 
	
712 55230 

	
Facsimile number. 
	
4721225

	
Email address.
	
vincentappo@gmail.com




 






	4. 	Managers appointed by Contract Miner

 






	
(a)
	
Country Manager / Chief Executive Officer:
	
Vincent Appo 

	
Full name 
	
Vincent Appo 

	
Postal address 
	
P.O. Box 1094, Waterfront Konedobu, Port Moresby 

	
Telephone
	
712 55230 

	
Email address 
	
vincentappo@gmail.com

	
(b)
	
Site manager / registered mine manager (as applicable) 
	
Mr Ivan Mori 

	
Full name 
	
Mr Ivan Maki Mori 

	
Postal address 
	
4 Broadway Court, Caboolture QLD 

4510, Australia 

	
Telephone
	
+61 754190217 

	
Email address 
	
moriivan@yahoo.com.au




 




	GuidanceNote: 	Where there is a change of managers or the particulars of the managers, the Contract Miner must notify each of the Tenement Holder and the Registrar in writing as soon as practicable after the change.

 


	 
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	5. 	Tenement



 






	
Tenement and registration number 
	
Date of grant 
	
Date of expiry 

	
ML296-301 (DSC947)
	
Pending
	



 




	6. 	Particulars of minerals to be mined (only alluvial mining permitted)

 






	
Mineral type 
	
Type of metal 
	
Estimated quantity to be produced per month. 

	
Gold & Silver
	
Gold/Silver
	
486 ounces




 






	7. 	Processes for gold / mineral recovery, weighing and selling

 






	
(a)
	
Describe the processes for: 

 

i. Recovery 

 

ii. Weighing iii. Selling 

 

iv. Logistics, transport and security 

 

v. Record keeping and reporting 
	
 

Loader will feed the bin via grizzly, undersize run to shaker and undersize from shaker pumped to 2xcentrifugal concentrator and will be washed and recovered gold will be taken. 

 

Weighing will be done after smelting process (smelting process will be done by local buyer). 

 

Sell the gold to local buyer. 

 

We have car and truck for transportation and we'll hire security for transport the gold 

 

Lae (Aqua Mining ( PNG ) Limited operational Office at Wau during office hours 

	
(b)
	
Place and times of access by Tenement Holder to inspect records of production, sales and expenses. 
	
Lae (Aqua Mining ( PNG ) Limited Operational Office at Wau during office hours 




 



Guidance Note: If there is insufficient space, additional sheets may be annexed to this Agreement.

 






	8. 	Financial arrangements







 


	
Detailed description of gross revenue share, royalty or other fiscal arrangement. 
	
Under 2 gms/m3 = 5% of gross mineral sales

	
Payments to Tenement Holder must commence from sale of minerals. 
	
Over 2 gms/m3 = 10% of gross mineral sales 

	All minerals remain the property of the Tenement Holder until sold. 	



 



Guidance Note: If there is insufficient space, additional sheets may be annexed to this Agreement.

 

	 
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	9. 	Standard terms and conditions

 






	
9.1
	
Commencement Date
	
This Agreement will commence on and from the date it is registered under the Mining Act 1992. 

	
9.2
	
Obligations of Contract Miner
	
The Contract Miner must: 

 

(a) comply with the Mining Act 1992, the Mining (Safety) Act 

 

(Chapter 195A), the Environment Act 2000, the Companies Act 1997 and all other applicable laws in connection with the performance of its obligations under this Agreement; 

 

(b) conduct and manage the mining operations including the sale of minerals won, in accordance with good mining practice; 

 

(c) keep and maintain accurate records and books of accounts pertaining to the management of the mining operation, including 

 

(i) precise and accurate records of income and expenditure; 

 

(ii) daily record of mineral production; and 

 

(iii) daily record of the sale of minerals won; 

 

(d) submit to the Tenement Holder on the first day of each month a report of the quantity of minerals produced, the sale of minerals won, income earned and expenditure incurred during the month immediately preceding the reporting date; 

 

(e) permit the Tenement Holder upon request to inspect and take copies of the records maintained by the Contract Miner under paragraph (c); 

 

(f) procure the registration of this Agreement in accordance with the Mining Act 1992; 

 

(g) submit such reports and notices as required under the Mining Act 1992 and the Mining (Safety) Act (Chapter 195A); and 

 

(h) with respect to sale or export of minerals by the Contract Miner, comply with the Central Banking Act 2000 and the Central Banking (Foreign Exchange and Gold) Regulations (Chapter 138).




 

	 
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9.3
	
Obligations of Tenement Holder
	
(a) Subject to this Agreement, the Tenement Holder grants to the Contract Miner the exclusive right to mine on the Tenement or within a part or portion of the Tenement as delineated on the map at Schedule 1. 

 

(b) The Tenement Holder shall comply with all statutory obligations under the Mining Act 1992 (including the payment of rent and reporting requirements) in relation to the Tenement. 

	
9.4
	
Distribution of Mineral Sale Proceeds
	
(a) The Tenement Holder is: 

 

(i) entitled to have two (2) representatives present at the time of mineral weighing; 

 

(ii) entitled on a daily basis to inspect the mineral production records, the mineral sales records and the mining operation maintained by the Contract Miner. 

 

(b) Amounts due and payable by the Contract Miner to the Tenement Holder must be made monthly on the first business day of each month, or on such other date(s) as agreed by the parties in writing. 

	
9.5
	
Expenses and Outgoings
	
(a) All expenses and outgoings incidental to the conduct of the mining operation and any losses or damages incurred in carrying on the business of mining shall be borne by the Contract Miner. 

 

(b) All other expenses including taxes and levies on the sale of minerals shall be the responsibility of the Contract Miner. 

	
9.6
	
Termination
	
(a) Either party may terminate this Agreement by giving thirty (30) days' written notice to the other party at any time. 

 

(b) Expiry or termination of this Agreement does not affect accrued prior rights or remedies. 

	
9.7
	
Parties to notify Registrar of Termination or Expiry
	
Upon termination or expiration of this Agreement, the parties shall notify the Registrar of Tenement in writing specifying the effective date of the termination or expiration (as the case may be). 

	
9.7
	
Dispute Resolution
	
(a) If a dispute arises between the parties under or arising out of this Agreement, a senior representative of each party must meet as soon as possible at a mutually convenient location to resolve the dispute in good faith.

 

(b) If the parties are unable to resolve the dispute within thirty (30) days of after the meeting, the dispute shall be referred to the Chief Warden for determination. 

 



(c) If the dispute has not been determined by the Chief Mining Warden or his delegate within ninety (90) days of the date of referral, the parties may issue proceedings in court to resolve the dispute. 




  

	 
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Schedule 1 - Map of Tenement

 



 

	 
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Schedule 2 - Other Terms and Conditions

 



Guidance Note: Insert additional terms and conditions (if any). 

 



 

 

 

 

 

 

 

 

 

 

 

	 
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Executed as an Agreement. 

 

Contract Miner

 

Executed by Aqua Mining ( PNG ) Limited .: 

 


	
 
	
 
	
 
	
	
Witness Signature 
	
 
	
Signature 
	
	
Tete Omas
	
 
	
Vincent Appo
	
	Print Name		Print Name 	
			Director 	
			


Position
	



 




	Guidance Note:  	The Agreement must be executed by a director, authorised officer or attorney (acting under a valid power of attorney) of the Contract Miner.

 





Tenement Holder

 





Executed by Willie Sine 

 


	
 
	
 
	
 

	
Signature
	
 
	
 

	
Willie Sine 
	
 
	
 

	
Print Name 
		
			
	
Elected Chairman representing the Lease

Holders of ML296-301 and given the Power of Attorney
		
	Position		
			
	Witness Signature 		
			
	Print Name 		
			
			



 

 


	Guidance Note: 	 If the Tenement Holder is a corporation, the Agreement must be executed by a director, authorised officer or attorney (acting under a valid power of attorney) of the Tenement Holder.

 

 

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