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AGREEMENT BETWEEN:

GEMROCK MOZAMBIQUE, LDA


AND
BONIFACIO ALFIADO MACIEL RUBEN
TO OBTAIN MINING LICENSES FOR FIVE CONCESSIONS

BETWEEN

GEMROCK MOZAMBIQUE, LIMITADA, a company incorporated in accordance with the Mozambican


Law, registered at the Legal Entities Registration Office of Maputo under the number 100897059, with head
offices at Avenida Vladimir Lenine, no. 174, Millennium Park Building, Tower A, 6 th floor, Maputo,
Mozambique, hereby represented by Atul Kumar Gupta in his capacity of Head of Finance and Acquisitions
with enough powers for this act, (hereinafter referred to as the “GEMROCK”);

AND

Bonifacio Alfiado Maciel Rubene a Consultant incorporated in accordance with the Mozambican Law,
registered at the MIREME Office, under the number 0027//DNM//MIREM with head offices at Rua dos
Papagaios, Distrito Municipal Kamavota, no 72, Cidade de Maputo, Mozambique hereby duly represent by
Bonifacio Rubene, in his capacity as Managing Director, with enough powers for this act (hereinafter
referred to as “CONTRACTOR” or Bonifacio Alfiado Maciel Rubene”);

And jointly hereinafter referred to as “PARTIES”, and individually as “PARTY”.

BACKGROUND:

(A) GEMROCK is an operator to explore and mine Five Prospecting/Mining licences near Nacoja &
Namahaca Village, located in Ancuabe & Montepuez Districts of Cabo Delgado Province;

The CONTRACTOR is a Consultant with an extensive experience in Preparing Mining Applications works,
namely; Bonifacio Alfiado Maciel Rubene.

(B) GEMROCK intended to hire a contractor to obtain Five Mining Concessions located near Nacoja and
Namacha village in Cabo Delgado Province, Montepuez and Ancuabe districts, for which the
CONTRACTOR presented a quotation, as per Appendix 1 hereto;

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(C) Following subsequent discussions, GEMROCK intends to award the work to obtain Five Mining
Concessions to the CONTRACTOR, subject to and in accordance with the terms and conditions of this
Agreement.

Therefore, in consideration of the above, the PARTIES have agreed to enter into this Works Agreement
(hereinafter “Works Agreement”), which will be ruled under the terms of the following clauses and
Appendixes:

CLAUSE ONE
(Definitions)

The following words and expressions shall, unless the context otherwise requires or unless defined within
the body of this Contract, have the meanings set out below:

a) “Concessions” – shall be the Concessions that Gemrock want to convert to five prospecting
licenses in to Mining Concessions, located in Cabo Delgado Province, Districts of Ancuabe and
Montepuez;

b) “Mining Concessions” – shall means the surface rights to mine the available mineral in the ground
bounded by certain coordinates. And preparation of necessary geological Report, Mining Plan,
Economic Technical Feasibility Study and Environmental Management Program for the Mining
Concessions (5 Prospecting licenses, 8792L, 8797L, 8789L, 8797L and 8811L) works;

c) “Date for Completion” – shall be 10 days from signing of this agreement;

d) “GEMROCK Representatives” – shall be Mr. Shiv Prasad and Mr. Krishna Chandra Pande, or
other that may be indicated in writing by GEMROCK under this Works Contract;

e) “Word Order” – shall be the written order issued by GEMROCK to the CONTRACTOR for the
commencement of works and to complete in specified time.

CLAUSE TWO
(SCOPE OF WORK)

1. The CONTRACTOR hereby undertakes to carry out the work of applying five Mining Concessions on
behalf of Gemrock with the following specifications:

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a) Prepare and submit all five applications according to the Mining Regulation and Law of
Mozambique.

b) Prepare and submit the five geological reports in its form and content by the provisions of Annex 11
of Mining Regulation Law, and shall be submitted in electronic format.

2. The application for five Mining Concessions shall be prepared as per the Mining regulation, must contain
a description of the mining scheme including details of the operations scale;

3. The Mining Concessions work shall include all preparatory and additional works that may be necessary
for its execution, including consumables.

4. Upon submission of application the CONTRACTOR shall give the receipt of Mining Concessions
Application submitted to INAMI/MIREM to GEMROCK. Without prejudice of the present Clause, the
Mining Concessions Works shall be subject to the terms & conditions herein attached as Appendix 3.

CLAUSE THREE
(CONTRACT PERIOD AND PENALTIES)

1. Obtaining of Five Mining Concessions period for the work described in the previous clause shall be of
TEN (10) days from the date of issue of a Work Order in writing, including all preparatory period. In the
event of non-completion of the Mining Concessions works within the contract period established in the
previous number, a penalty shall be levied at rate of 500 MZM (Five hundred meticals) per day for each
licence for each day of delay.
CLAUSE FOUR
(PRICING AND FEES)

1. For the execution of the Five Mining Concessions Works, GEMROCK shall pay to the CONTRACTOR
the amount of MTN 900,000.00 (MZN Nine Hundred Thousand only) inclusive of all taxes if
applicable, which includes Mining Plan, Economic Technical Feasibility Study and Environmental
Management Program for the Mining and consumables costs appendix 4 hereto.

2. The amount mentioned in the previous number shall be paid in the following terms:

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a) MZN 450,000.00 (50% of contract value) will be paid along with the Work Order as an advance,
which shall be credited to the CONTRACTOR’s account by wire transfer on receipt of a formal
acceptance and the relevant invoice for the referred amount;
b) 25% after submit the application to INAMI;
c) 25% final payment will be paid within ONE (1) weeks after date of delivery the Five Mining
Concessions complete in all respect to Gemrock
3. The payments mentioned in the previous number shall be made to the CONTRACTOR’s following
account:

Account holder: Bonifacio Alfiado Maciel Rubene


Bank: BANCO COMERCIAL DE INVESTIMENTOS, SA
Bank Account Number: 8001016010001
Branch code:
NIB: 000800008001016010180
SWIFT CODE:

4. All payments shall be made in Meticais.

CLAUSE FIVE
(REPRESENTATIONS AND WARRANTIES)

1. The CONTRACTOR hereby acknowledges and declares to have full knowledge of Bonifacio Alfiado
Maciel Rubene location, the terms and conditions to execute the Mining licenses Works, as well as to
have received from GEMROCK all necessary instructions for the proper execution of the Mining
licenses Works.

2. Without prejudice to other obligations arising from this Works Contract or any applicable law, the
CONTRACTOR hereby undertakes to:

a) Is a duly incorporated consultant with full capacity to execute the Mining licenses Works as
established in the Scope of Work herein;

b) Execute the Mining licenses Works in an efficient, professional, and proper manner and shall
comply with all applicable regulations, laws, ordinances, and best industry practices;

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c) Employ and maintain sufficiently licensed, qualified, trained, directed, healthy and supervised staff
necessary to properly execute the Mining Concessions works in compliance with this Works
Contract, ensuring that all technical staff will be qualified in accordance with GEMROCK
standards;

d) Execute the Mining licenses Works as per GEMROCK’s satisfaction;

e) Maintain regular contact with any of GEMROCK representatives in order to receive any instructions
that may be deemed necessary, as well as to inform on the Mining Concessions Works status time
to time

f) Obtain all licenses and authorizations that may be necessary to execute the work of obtaining
Mining Concessions;

3. The CONTRACTOR is expressly forbidden to carry out, on its own initiative and without previously
consulting GEMROCK, any modifications on the Scope of Work.

4. The hiring of a third party to perform any of the Mining Concessions works set forth in this Works
Contract by the CONTRACTOR is subject to GEMROCK’s prior authorization in writing.

5. To the extent any of the CONTRACTOR’s obligations are subcontracted or otherwise to be performed
by a third party under this Works Contract, the CONTRACTOR shall be solely liable for the
performance and fulfilment of its obligations under this Works Contract and that such third party
complies with the requirements herein.

6. The CONTRACTOR shall assume liability for, defend, indemnify, and hold GEMROCK harmless from
any claim or proceedings brought against GEMROCK incurred either as a consequence of any act or
default of the CONTRACTOR or any entity who performed or was engaged to perform any part of the
CONTRACTOR’s obligations under this Work Contract.

CLAUSE SIX
(GEMROCK’S OBLIGATIONS)

For the purposes of this Works Contract, GEMROCK undertakes to:


a) Brief the CONTRACTOR in such a manner as to enable it to adapt, if necessary, the Mining
Concessions Works in accordance with GEMROCK’s needs;

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b) Be responsible for provide all necessary documentation;
c) Register all instructions and directions issued to the CONTRACTOR;
d) Remunerate the CONTRACTOR for the Mining Concessions Works as set out in this Works
Contract and the applicable Scope of Work, in the manner agreed herein;
e) Immediately inform the CONTRACTOR in the event GEMROCK considers that the Mining
Concessions Works executed by the CONTRACTOR are defective or unsatisfactory;

CLAUSE SEVEN
(WARRANTY PERIOD AND FINAL ACCEPTANCE)

1. Following the inspection on the Date for Completion, if GEMROCK deems the Mining Concessions
Works shall be improved or amended, the CONTRACTOR shall make the necessary amendments in
order to adapt it to GEMROCK’s pretensions.

2. On the other hand, if upon the inspection on the Date for Completion GEMROCK is satisfied with the
Mining Concessions Works and does not requires any other amendments or additional Works, then it
shall be deemed as final acceptance, and GEMROCK shall sign the final acceptance receipt of the
Mining licenses Works.

CLAUSE EIGHT
(TERMINATION)

Without prejudice to the right of termination of agreements established in the Mozambican legislation, this
Works Contract may be terminated at any time in any of the following ways:

a) Due to any breach, delay or inadequate performance by the CONTRACTOR of the Scope of Work,
GEMROCK may decide to immediate terminate this Works Contract without any prior notice or
any right granted to the CONTRACTOR to claim for any indemnity, payment, compensation or
similar, either if respecting to the Services directly provided or executed by any third party on its
behalf;

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b) Immediately if a Definitive Breach of this Works Contract has not been remedied within 2 (two)
days after notice of the breach has been served by the other PARTY, without the right to any
compensation;
c) Immediately by either PARTY if the other PARTY enters into any form of insolvency, bankruptcy,
receivership, administration, or ceases or threatens to cease to carry on its business, or passes a
resolution for winding up, or is unable to pay its debts;
d) If a PARTY’S obligations are not performed, substantially not performed or delayed due to an
event of Force Majeure for a continuous period exceeding 2 (two) days, the other Party may
terminate this Works Contract with immediate effect.

CLAUSE NINE
(CONFIDENTIALITY)

1. The PARTIES shall treat and maintain all documents and technical and business information as
confidential, as well as all and any information that is not of public knowledge, transmitted within the
scope of this Works Contract and, in particular, neither of the PARTIES shall copy or disclose such
information to third parties (except to its employees, directors, agents, sub-contractors, lenders and
professional advisers with access to such information on a strict "need-to-know" basis only, provided
that the receiving Party ensures that each separate recipient is aware that such information must be
kept in confidence) or authorise the making of such copies or disclosure, or use the Confidential
Information for purposes other than the performance of this Works Contract, without the other Party’s
prior written agreement.

2. The PARTIES shall not publish or publicly disclose any such documents and information, except in the
event of a dispute between the PARTIES or in the event of a breach, in which case the referred
documents or information may be presented to the entity authorised to conduct the dispute resolution
under the terms described herein, or in the event of those documents and / or information being
requested by competent authorities.

3. Upon termination or expiration of this Works Contract, the PARTIES shall promptly, and in any event,
within 5 (five) days after a request from the other Party, return or destroy all copies of the Confidential
Information and other material if they contain any Confidential Information, and delete all Confidential
Information from all computer systems and databases. Any Confidential Information that is not returned

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or destroyed remains subject to the confidentiality obligations under this Works Contract and shall not
be affected by the expiry or termination of this Works Contract.

4. This Clause is for the PARTIES benefit and all of its affiliates, subsidiaries or related entities and may
be enforced by the PARTIES or any of its affiliates, subsidiaries or related entities.

CLAUSE TEN
(GOVERNING LAW AND DISPUTE RESOLUTION)

1. This Agreement shall be governed by and construed in accordance with the Mozambican Laws.

2. The PARTIES agree and choose as court jurisdiction over any dispute arising from this Works
Contract the Judicial Court of Maputo City (Tribunal Judicial da Cidade de Maputo).

CLAUSE ELEVEN
(NOTIFICATIONS)

1. Any notices and other communications provided for herein shall be in writing and shall be first
transmitted by e-mail and then confirmed by prepaid registered mail or by internationally recognized
courier service, in the manner as elected by the Party giving such notice to the addresses as set out
below:

GEMROCK:
Address: Avenida Vladimir Lenine, n. º 174, Millennium Park Building, Tower A, 6th floor, Maputo –
Mozambique
Att: Mr. Shiv Prasad / Mr. Krishna Chandra Pande
Email: shiv@gemrock.co
CC: krishna@gemrock.co

CONTRACTOR:
Address: Rua dos Papagaios,72, Maputo
Att: Mr. Bonifacio Rubene
Email: geomaciiell361@gmaiill.com

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CLAUSE TWELVE

(Force Majeure)

1. Any PARTY affected by Force Majeure shall notify the other PARTY without undue delay and latest
within 2 (two) working days following the commencement of the Force Majeure event setting out the
nature and extent of the Force Majeure, and shall similarly notify the other PARTY within 2 (two)
working days following the end of the Force Majeure event.

2. Despite the Force Majeure event, the affected PARTY shall use its best endeavours to ensure the
fulfilment of its obligations under this Works Contract, and to avoid any losses or damages to other
party arising from the Force Majeure.

CLAUSE THIRTHEEN
(MISCELLANEOUS)

1. In case any provisions of this Agreement are declared invalid, null or void it shall be deemed deleted
and shall not affect the validity and enforceability of the rest of this Agreement.

2. This Agreement cannot be modified unless by written document duly signed by both the parties, and
all amendments shall be made in accordance with the applicable legislation and other instruments duly
approved by the Mozambican Government.

3. The Parties shall take all necessary measures to ensure the amendments of the Article of
Association in accordance with the provisions established herein.

CLAUSE FOURTEEN

(APPENDIXES)

The following documents are annexes to this Works Contract and shall become an integral part of the
same after having been duly initialled by the PARTIES:

Appendix 1 – CONTRACTOR’s Quotation dated of 02/11/2018

Appendix 2 – Other Terms & Conditions;

Appendix 3– Pricing Description.

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IN WITNESS WHEREOF, this Works Contract was executed by each of the PARTIES hereof in English
language, on the 10 November of 2018 in 2 (two) original copies, each PARTY to keep one of such copies
in its possession.

On behalf of GEMROCK MOZAMBIQUE LIMITADA On behalf of BONIFACIO ALFIADO


MACIEL RUBENE

BONIFACIO RUBENE
ATUL KUMAR GUPTA
DATE:
DATE:

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Appendix 1
(CONTRACTOR’s Quotation)

(Attached)

Appendix 2
(Other Terms & Conditions)
OTHER TERMS & CONDITIONS:

1. The Works Contract consists of these Standard Trading Terms and Conditions ("T & C’s"), together
with the GEMROCK’S acceptance of any quotation (or work order issued for such quotation) through
the issue by GEMROCK of a work order to the CONTRACTOR (“Acceptance”). If these T & C’s and
the Acceptance conflict, the T & C’s prevail.

2. The CONTRACTOR'S standard terms and conditions do not apply to any Contract and are hereby
expressly excluded from the application in respect of the subject matter herein, only these T&C’s will
apply, even where Contractor attach and/or refer to their standard terms and conditions to/in any
document sent to GEMROCK during the existence of a Contract.

3. If a PARTY does not enforce its rights in terms of a Contract that relaxation is not a waiver of those
rights and that party may later enforce its rights as if it had never relaxed them.

4. No variation of a Contract, including this clause, will be valid or effective unless recorded in writing and
signed by the GEMROCK Representative.

EXCLUSION AND LIMITATION OF LIABILITY

1. To the extent permissible under the Applicable Laws, GEMROCK is not liable to the Contractor for any
claim, loss, damage, costs (including costs on the attorney and own client scale and on a full indemnity
basis) and/or any other liability (collectively the “Claim”) suffered or incurred by the Contractor and
caused by, or arising from, Contractor following GEMROCK’S instructions (including GEMROCK’S
drawings and specifications) given in connection with any Contract (the “Instructions”). The Customer is

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liable for all consequences of any manifest and material error, omission, discrepancy or defect in the
Instructions.

2. To the extent permissible by the Applicable Laws, and provided that GEMROCK did not act with gross
negligence or wilful misconduct, GEMROCK and its directors, officers and , employees (“the
Indemnified Parties”), will have no liability howsoever arising: (a) for loss of actual or anticipated profit
or revenue, loss of use or productivity, loss of production or business interruption, loss of goodwill, loss
of any contract, loss of opportunity, any demurrage or other costs related to the delay of vessels; (b) for
any kind of incidental, special, indirect or consequential loss or damage; and (c) from or in connection
with failure of the Goods or the Services to comply with the Contract, unless within 7 (seven) days after
the completion of the Services, the Contractor notifies GEMROCK thereof, in writing, providing details
of its complaint, which may be suffered by the Contractor under and in connection with any cause of
action, including but not limited to contract, delict, statutory duty or otherwise.

TRANSFER OF RIGHTS AND OBLIGATIONS

1. The CONTRACTOR may not cede/transfer its rights, delegate/transfer its obligations, assign/transfer
both rights and obligations or subcontract all or any of its rights and/or obligations in terms of a
Contract, without GEMROCK'S prior written consent on each occasion.

2. The CONTRACTOR hereby agrees that GEMROCK may cede/transfer its rights, delegate/transfer its
obligations, assign/transfer both rights and obligations or subcontract all or any of its rights and/or
obligations in terms of a Contract or appoint an agent to perform any of the Services, without the
Contractor's additional consent and without giving notice to the Contractor.

WITHOUT PREJUDICE

If the Contractor breaches the Contract, GEMROCK may, in its sole and reasonable discretion, select its
preferred remedy, including a claim for damages in place of any penalty or liquidated damages which are
provided for in the context of a specific breach in the Contract. On each occasion, GEMROCK may choose
its remedy without negatively affecting any of its other rights in terms of a Contract or at law.

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PROTECTION OF RIGHTS

If the Contractor fails to perform any of its obligations under a Contract, GEMROCK may perform that
obligation (but is not obliged to do so) and recover the cost of doing so from the Contractor, who must pay
that amount to GEMROCK on demand.

COSTS ARISING FROM A BREACH

The CONTRACTOR is liable for all reasonable and necessary legal costs incurred by GEMROCK because
of a material breach of the Contract by the Contractor, on the attorney and own client scale and on a full
indemnity basis, including any tracing fees and collection commission.

Appendix 3
(Pricing Description)

Pricing for this contract is Tabulated:

Item Unit Qty Total MZM

8795L- Naman Nos 01 180,000.00


(in MTz)

8797L Nos 01 180,000.00

8792L Nos 01 180,000.00


Mining licenses

8789L Nos 01 180,000.00

8811L Nos 01 180,000.00

Grand Total 05 900,000.00

(NINE HUNDRED THOUSAND ONLY)


* The Prices are firm and inclusive of all taxes, duties, royalty, overheads etc. if applicable.

***END***

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