Doc. No. 138.743(002) Livro 006 Fl. 631 -- 640
--- SECOND AMENDMENT TO THE MINERAL RIGHTS ASSIGNMENT AGREEMENT AND OTHER COVENANTS ENTERED INTO BETWEEN LGM — LUNA GOLD MINERAÇÃO LTDA., CNM — COMPANHIA NACIONAL DE MINERAÇÃO, CCO MINERAÇÃO LTDA., MFW ENGENHARIA E MINERAÇÃO LTDA., AND THE RELEVANT CONSENTING INTERVENING PARTIES ---
---
LUNA GOLD MINERAÇÃO LTD (“LGM”), a limited liability
company, with registered office at Avenida dos Holandeses /Cons. Hilton, N. 07, Ed. Metropolitan Market Place, Suites 906 and 907, Calhau, city of Sao Luis, State of MA, CEP: 65.071-380, enrolled at
CNPJ (Corporate Taxpayer Register) under n.
04.159.848/0001-19, herein represented in accordance with its Articles of Organization by its directors Titus Haggan, Irish, single, born in Donegal, Ireland, on June 23, 1974, Geologist, bearer of
Foreigners Identity card (National Foreigners
(Individual Taxpayer Register/Ministry of Finance) under n. 016.900.716-21, and Luis Philippe Mendes
Martins, Brazilian, married, industrial worker,
bearer of identity card n. 7.776.563-M — SSP/MG, and enrolled at CPF/MF (Individual Taxpayer Register/ Ministry of Finance) under n. 038,084,476-13, both with business address at the registered office,
hereinafter referred to as ASSIGNEE, and CNM
COMPANHIA NACIONAL DE MINERAÇÃO, with registered in
Belo Horizonte, Minas Gerais, at Avenida Afonso Pena 4001, 8° andar, Ala A2, Edifício Tancredo Neves, bairro Serra, CEP 30130-924, enrolled at CNPJ
(Corporate Taxpayer Register) under n.
29.012.960/53-0001, herein represented under its Articles of Incorporation, by its undersigned legal
representatives, CCO MINERAÇÃO LTDA., with
registered office Rua Guajajaras, 410, sala 1206,
CEP 30180-100, Belo Horizonte, Minas Gerais,
enrolled at CNPJ (Corporate Taxpayer Register) under n. 19.626.084/0001-00, herein represented under its Articles of Organization, by its undersigned legal
representatives, and MFW ENGENHARIA E MINERAÇÃO
LTDA, with registered office at Av. Álvares Cabral,
30.170-000 enrolled at the CNPJ (Corporate Taxpayer
Register) under n. 03.869.453/0001-47, herein
represented in accordance with its Articles of
Organization by his attorney José Pereira Botelho,
Brazilian, married, mining engineer, enrolled at CPF (Individual taxpayer Register/Ministry of Finance) under N. 128447996-04, bearer of identity card No. 9865/D CREA-MG, resident and domiciled at Rua Espírito Santo N. 1752, apt. 801, Bairro Lourdes - Belo Horizonte (MG), together hereinafter referred
to as ASSIGNORS, and CMA – MINERAÇÃO S/A, with
registered office at Rua Lauro Muller, N. 116, Suite
2501, Rio de Janeiro (RJ), enrolled at
CNPJ (Corporate Taxpayer Register) under N.
00.957.222/0001-05, herein represented under its
Articles of Incorporation, by its legal
representative, and José Pereira Botelho qualified
above, hereinafter referred to as CONSENTING
INTERVENING PARTIES; ---
--- The parties shall be individually referred to as “Party” and collectively as “Parties”; --- ---
Whereas the parties have entered into an Agreement in October 3, 2007, as well as have executed the 1st amendment on December 10, 2008, being the purposes of these instruments the assignment of mineral rights in areas located in the municipality of Cachoeira do Piriá, State of Pará and other covenants, as Attachment 1 and other terms of the Original Agreement (“agreement”), and the Amendment
(“1st Amendment”); ---
---
Whereas the ASSIGNEE has been acting in good faith
and keeping the best corporate practices regarding the full and timely performance of the contractual obligations assigned to it by the terms of the Agreement; --- ---
Whereas that until September 30, 2009 the ASSIGNEE
has invested a total amount of BRL 4,068,867.31 (four million sixty-eight thousand, eight hundred and sixty-seven Brazilian Reais and thirty-one cents) in the mineral research of Projeto Cachoeira; ---
Whereas the ASSIGNORS attest they have nothing to
relation to the terms of the Agreement and the 1st Amendment, as well as, together with the ASSIGNEE, opt for the maintenance of the terms of the Agreement and the 1st amendment; --- Finally, aiming to comply with the highest possible fidelity with the terms of the agreement, the parties decide to execute, in good faith and for all
legal purposes, the Second Amendment to the
Agreement (“2nd Amendment”), under the following
terms and conditions: --- ---
CLAUSE ONE - CHANGES ---
---
1.1 Item 2.2.1, section “b” of the Agreement shall
be effective with the following wording: --- --- b. Royalty payment of 4.0% (four percent) on the Net Production Income, arising from the ore explored in open pit or underground, with commencement within the maximum period of 5 (five) years from the Agreement's execution date, under penalty of being due to the ASSIGNORS a total compensation of USD 200,000.00 (two hundred thousand U.S. dollars)/year. In the event of incidence of the compensation
mentioned above, it may be paid in monthly pro rata installments until the beginning of the royalty payment. --- --- 1.2 Item 2.3 of the Agreement is now effective with the following wording: --- --- “2.3 Due to the assignment now celebrated, the
ASSIGNEE undertakes to make a minimum investment of
BRL 4,090,900.00 (four million, ninety thousand and nine hundred Brazilian Reais) for the first year, and for the second year BRL 5,416,400,00 (five million, four hundred and sixteen thousand, four hundred Brazilian Reais), and this investment that
addresses the specific costs of research and
exploration, evaluation and development of a mining project, as well as investments intended for the definition of resources and reserves, not including costs not directly related to the mineral rights and mainly to wages from abroad, and, if after 36 (thirty six) months from the date of the Original Agreement, a resource calculation by JORC (Joint Ore Reserves Committee, Australia) method or National Instrument 43-101 (Canada) is not reached, the
ASSIGNOR shall be paid a total amount of USD 200,000
(two hundred thousand US dollars) per year, and this amount must be paid within 30 (thirty) days from the occurrence of the event.” --- --- 1.3 Item 2.8 of the Agreement shall be in force with the following: --- --- “2.8 In case the investments performed by the
ASSIGNEE in the first year of the effectiveness of
the Agreement are higher or lower than the
provisions of paragraph 2.3 above (BRL 4,090,900.00 (four million, ninety thousand and nine hundred Brazilian Reais) the difference shall be considered as the Assignee's credit or debit as to the amount due for the second year BRL 5,416,400.00 (five million, four hundred and sixteen thousand, four hundred Brazilian Reais), given that the investments balance to be made may be concluded by the end of 51 months, that is, by December 31, 2011. However, if
the total investments in the amount of BRL
9,507,300.00 (nine million, five hundred and seven thousand and three hundred Brazilian Reais) are not paid up by December 31, 2011, the ASSIGNEE shall
have a maximum term of 90 (ninety) days to make the payment, under penalty of being required to pay immediately to the ASSIGNORS the amount not invested within the term above. --- ---
CLAUSE TWO - RATIFICATION ---
2.1 All signatures and acts performed by the
representatives and attorneys regarding this
Agreement and the 1st Amendment are hereby ratified. --- 2.2 All other clauses of the Agreement as well as those of 1st Amendment not expressly revoked, in
whole or in part by this 2nd Amendment, or not
conflicting thereto, shall remain fully unchanged, valid and in force. --- ---
CLAUSE THREE - VENUE ---
--- 3.1 The forum of the city Belo Horizonte, State of Minas Gerais is elected as competent to solve the issues arising hereof, and the parties waive any other venue, however privileged it might be. --- ---
In witness whereof, the parties executed this Amendment in 6 (six) counterparts of equal contents and form, in the presence of the undersigned witnesses. --- --- Belo Horizonte, January 22, 2010 --- ---
Parties: ---
--- --- (There appears signature) --- --- CNM – COMPANHIA NACIONAL DE MINERAÇÃO --- (There appears signature) --- CCO MINERAÇÃO LTDA. --- (There appears signature) --- MFW ENGENHARIA E MINERAÇÃO LTDA. --- (There appears signature) --- LUNA GOLD MINERAÇÃO LTDA. --- (There appears signature) --- LUNA GOLD MINERAÇÃO LTDA --- ---
Consenting Intervening Parties ---
(There appears signature) --- CMA - MINERAÇÃO S/A. --- (There appears signature) ---
José Pereira Botelho --- ---
Witnesses ---
--- (There appears signature) ---
Name: Clarice C. Rabelo ---
CPF (Individual Taxpayers Registration):
060.376.386-32 --- --- (There appears signature) ---
Name: Marcus Vinicius Queiroz de Oliveira ---
CPF (Individual Taxpayers Registration):
003.184.283-69 --- ---
THIS WAS THE FULL TEXT of said document, the true translation whereof I ATTEST. --- WITNESS MY HAND AND SEAL, this September 14, 2011. --
