BETWEEN GEOVIC CAMEROON PLC AND GEOVIC, LTD.

EX-10.25 3 dex1025.htm CONTRACT FOR PROFESSIONAL AND TECHNICAL SERVICES Contract for Professional and Technical Services

Exhibit 10.25

CONTRACT FOR PROFESSIONAL AND TECHNICAL SERVICES

BETWEEN GEOVIC CAMEROON PLC

AND

GEOVIC, LTD.

THIS CONTRACT for Professional and Technical Services, and amendments thereto, together with the Schedules hereto (“Services Contract”) is made effective as of January 1st, 2008 (the “Effective Date”), by and between Geovic Cameroon PLC, a company under Cameroonian Law, (hereinafter referred to as “GeoCam”) having a head office located at Bastos – Yaoundé, P.O. Box 11555, Cameroon, and Geovic, Ltd., a body incorporated under the laws of the Cayman Islands and a wholly-owned operating subsidiary of Geovic Mining Corporation, (hereinafter referred to as “Geovic”) having a head office located at 743 Horizon Court, Suite 300A, Grand Junction, Colorado, 81506, USA (each a “Party” and collectively, the “Parties”).

PREAMBLE

WHEREAS, GeoCam, the exclusive holder of the mining rights and titles resulting from the Mining Convention of the 31st of July 2002 and Mining Permit N° 33 of 11 April 2003, may procure as necessary certain professional and technical services (“Services”);

WHEREAS, GeoCam is in need of Services to advance its Nkamouna and Mada cobalt-nickel-manganese and related projects (“Project”) in southeastern Cameroon;

WHEREAS, Geovic is duly qualified and willing to perform the Services set forth in this Services Contract to GeoCam in support of project development and administration of certain aspects of GeoCam’s Nkamouna Project and Mada Project in southeastern Cameroon;

WHEREAS, in order to provide these Services in the most proficient and cost-effective manner, Geovic will capitalize on its unique strength in management, planning and developing the operating competencies of mining companies and mining projects; Geovic has developed these strengths through the extensive experience of its management and staff with many mining companies, public and private, and a multitude of resource related projects located around the world.

MINDFUL of the fact that the Services to be performed by Geovic in this Services Contract are based on GeoCam’s annual Work Program and Budget for 2008 (“GeoCam 2008 Budget”), to be approved by the Directors and attached hereto as Schedule A;

NOW THEREFORE THIS SERVICES CONTRACT WITNESSES that in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

 

1. SERVICES TO BE RENDERED

Geovic agrees to perform Services to GeoCam in accordance with the needs and requirements of the Project development cycle, as may be requested by GeoCam. Details of General Services that may be requested by GeoCam (“Generally Requested Services”) are described and attached hereto as Schedule B.

Based on the GeoCam 2008 Work Program and Budget, Geovic agrees to perform Services requested by GeoCam (“2008 Requested Services”) as specifically described and attached hereto as Schedule C.

 

pg 1 of 12


The Services to be performed including the schedule shall be requested quarterly and in advance by GeoCam Management (“Quarterly Request Services”) as described and attached hereto as Schedule D. A quarterly report concerning the Services performed under the Services Contract shall be provided to GeoCam Management at the end of each quarter.

 

2. GEOVIC TEAM

The Geovic team is led by its Chief Executive Officer (CEO), John Sherborne who will be responsible for overall direction of the Services. Mr. Sherborne has held the CEO position since 2004 and before that served as the company’s Executive Vice President since 2002. Previously, he worked as an independent consultant for petroleum and mining companies specializing in strategic planning and new business development. Earlier, Mr. Sherborne served in a number of senior executive and management positions with Unocal Corporation over a career spanning 30 years.

The direction of all Project related activities will be the responsibility of Geovic’s Chief Operating Officer (COO), David Beling. Mr. Beling is a licensed Mining Engineer with more than 40 years experience in all facets of the mining industry, from technical studies to project and corporate financing to executive management. He has been with Geovic since 2003.

Mr. Gary Morris, a Geovic Senior Vice President since 2001, will have the key role as Chairman of the Board of Directors and General Manager (GM, until May 31st, 2008) of GeoCam, providing overall leadership for the corporate activities of the Cameroonian company. Mr. Morris, a registered Professional Geologist, has more than 30 years experience in energy and mineral exploration and development, environmental permitting and compliance and land management.

Serving as the Chief Geologist for the Services will be William Buckovic, Geovic’s founder and President and co-founder of GeoCam. Mr. Buckovic is an international exploration professional with a number of significant mineral deposit discoveries to his credit during his 35 year career, including the recognition of the major cobalt potential of the Cameroon nickel occurrences.

All finance related needs of GeoCam will be the responsibility of Geovic’s Chief Financial Officer (CFO), Greg Hill. Mr. Hill joined the Geovic team in 2006 following more than 30 years of finance related experience with energy, mining and information and medical technology companies. Mr. Hill holds an MBA from the Harvard Business School.

Mineral marketing activities will be carried out by Mike Mason, a consultant (Marketing Consultant) to Geovic for the past three years, who heads his own mineral marketing firm, Mineral Services LLC and serves as President of MBMI Resources, a publicly traded junior mining company. Mr. Mason is a mining engineer with 40 years experience in the industry, much of it in minerals sales and trading.

Support for the Geovic Services will be provided by Mike Walthall, company Controller, Andrew Ramcharan, mine planning engineer, Shelia Short, the company’s Corporate Secretary, Dawn Buckovic, office manager, accounting professionals Shelley Vehik and Misty Rothchild and Tinamarie Mahlum, senior administrator and Charlene Shell, administrative assistant and Geovic consultants, Dominic Arrieta, assay coordinator, John Ljung and Bill Victor, mining geologists, Ed Roemer, drafting and Judy Morris, office and housing coordinator.

 

pg 2 of 12


3. REMUNERATION

The remuneration for the performance of Services by Geovic during the term of this Services Contract shall be based on total Geovic man/hours involved for carrying out the said Services as detailed and attached hereto as Schedule E.

The hourly (Man-Hour) rates charged for the Geovic team listed by key discipline categories are as follows for 2008:

 

Position    Rate US$

CEO

   220

COO

   200

CFO

   165

Sr.VP/GeoCam GM

   165

Chief Geologist

   165

Controller

   130

Marketing Consultant

   140
  

Mining Geologist (2)

   120

Mine Planning Engineer

   120

Assay Coordinator

   60

Corporate Secretary

   90

Sr. Administrator

   70

Sr. Accountant

   70

Accountant

   50

Office Manager

   70

Administrative Assistant

   50

Office/Housing Coordinator

   40

Drafting Technician

   60

 

4. OUTSIDE CONTRACTORS AND OTHER PROJECT COSTS

All contracts with outside contractors relating to the Project within the scope of this Services Contract shall be signed by GeoCam and all related Project Costs shall be paid directly by GeoCam.

 

5. TERMS AND CONDITIONS OF PAYMENT

The remuneration for the performance of Services by Geovic under this Services Contract is negotiated on reasonable commercial terms in consideration of arm’s length principles and the OHADA Uniform Acts, as well as in accordance with Article 3 and Article 7, Section 7.3 of the GeoCam Shareholders Agreement.

Normal costs and expenses (notably transportation, lodging, telecommunications, meal, incidental) incurred by Geovic Team in respect of this Services Contract shall be paid directly by GeoCam or reimbursed on an actual cost reimbursable basis.

Geovic shall invoice GeoCam quarterly for Services performed and reimbursable expenses costs incurred subject to the terms outlined above in this Services Contract. Any payment not received within thirty (30) days of the date of the invoice will be subject to a late payment fee of one percent (1%) per month delinquent.

All payments made by GeoCam pursuant to this Services Contract shall be paid by GeoCam in U.S. Dollars unless otherwise agreed to by the Parties.

 

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6. RESPONSIBILITY OF GEOVIC

Geovic shall perform its duties under this Services Contract in compliance with the laws and regulations of the Republic of Cameroon and the Mining Convention and Mining Permit in a prudent manner in accordance with the degree of care and skill as the standards of reputable, comparable third party service providers.

 

7. LIABILITY

In provision of the Services hereunder and subject to the application of the rules of agency, neither Geovic nor any of its affiliates nor any employees or agents of any of them shall be liable for any act or omission resulting in loss or damage to GeoCam, or any of its respective affiliates, except to the extent that such loss or damage is caused by the gross negligence or willful misconduct of the employees of Geovic or any of its affiliates or agents of any of them in the course of their employment or agency. Notwithstanding the foregoing, neither Geovic, nor any of its affiliates, nor any employees or agents of any of them shall be liable for any indirect, consequential or punitive damages, including without limitation, damages for lost profits or lost business opportunities.

 

8. OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY RIGHTS

GeoCam is the owner of all rights, titles, and interests in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Services, Works and Documents created under this Services Contract.

Services and Works means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by Geovic, its employees, agents, consultants, subcontractors, and offshore contractors, either individually or jointly with others in the performance of this Services Contract.

Services and Works include “Documents.” Documents are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by Geovic, its employees, agents, consultants, or subcontractors and offshore contractors, in the performance of this Services Contract. The Documents will be the exclusive property of GeoCam and all such Documents must be immediately returned to GeoCam by Geovic upon completion or cancellation of this Services Contract.

 

9. EMPLOYEES AND CONSULTANTS ON SECONDMENT

Notwithstanding any provisions to the contrary in this Services Contract, when Geovic provides its employee(s), consultant(s) or individual(s) to GeoCam to perform Services under the supervision, direction and control of GeoCam under a Service Contract (hereinafter “Seconded Employee or/and Consultants”), the Seconded Employees or/and Consultants shall be advised by GeoCam of all office, Project and facility rules, regulations, safety and health applicable procedures.

Geovic shall retain no right to supervise, direct or control the Seconded Employees and/or Consultants with respect to their performance of Services and all such supervision, direction and control shall only come from GeoCam but with technical coordination from Geovic as needed.

 

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10. TAXES

Any registration or tax requirements arising from the Services Contract or from Services performed under this Services Contract, notably the Special Tax on Revenue and Value Added Tax shall be paid by GeoCam if and when applicable.

 

11. TERM OF THE SERVICES CONTRACT

The term of this Services Contract shall be one (1) year from the Effective Date (January 1st, 2008).

 

12. GENERAL PROVISIONS

The persons for each Party to whom notices are to be delivered are specified as follows:

Geovic Cameroon PLC

P.O. Box 11555,

Bastos – Yaoundé, Cameroon

Richard Howe, Managing Director

Telephone: +237-22 21 45 18

Facsimile: +235-22 21 18 02

Geovic, Ltd.

743 Horizon Court, Suite 300A

Grand Junction, Colorado, USA 81506

Shelia Short, Corporate Secretary

Telephone: +970 ###-###-####

Facsimile: +970 ###-###-####

 

13. ATTACHMENTS

Schedules A, B, C D and E, which are attached hereto, are incorporated by this reference into this Services Contract as fully set forth herein.

Schedule A: GeoCam 2008 Budget

Schedule B: Generally Requested Services

Schedule C: 2008 Requested Services

Schedule D: Quarterly Requested Services

Schedule E: 2008 Remuneration of Geovic

IN WITNESS WHEREOF, the Parties hereto have caused this Services Contract to be duly executed by their duly authorized representatives, effective as of the Effective Date, signed in four (4) original copies in English.

 

GEOVIC CAMEROON PLC,

By:

  

/s/    Richard Howe

Name:

   RICHARD HOWE

Title:

  

General Manager

GEOVIC, LTD.,

By:

  

/s/    John E. Sherborne

Name:

   JOHN E. SHERBORNE

Title:

  

Chairman and CEO

 

pg 5 of 12


Schedule A

2008 GeoCam Budget

 

GeoCam Direct Expenses – In Cameroon

Description – Expense

     2008
US$
     2008 US$
          Q1      Q2      Q3      Q4

Key Staff Housing

     1,500,000      0      0      600,000      900,000

Construction Worker Housing

     2,000,000      0      0      1,000,000      1,000,000

Kongo Camp expansion

     220,000      20,000      50,000      50,000      100,000

Access Road Improvements

     3,200,000      0      0      1,600,000      1,600,000

Plant & Tail Site Rough clearing and

Preparation

     550,000      0      0      350,000      200,000

Communication Systems

     400,000      0      0      150,000      250,000

Drill, Pit, Trench, Assay – incl.

outsource labor-field ops

     1,900,000      300,000      400,000      600,000      600,000

Surveying & Mapping-outsourced

     140,000      30,000      50,000      30,000      30,000

GeoCam Salaries, taxes, benefits –

Yaoundé (16) + Field

     739,360      145,580      145,580      224,100      224,100

GeoCam Office Expenses-rent,

utilities, setup-office, res

     330,000      32,500      82,500      107,500      107,500

Office Equipment & Supplies

     305,000      15,000      83,000      108,000      99,000

Legal Fees-local

     160,000      30,000      30,000      50,000      50,000

Audit, professional Services

     350,000      90,000      180,000      30,000      50,000

External Accounting

     60,000      15,000      15,000      15,000      15,000

GeoAid and Local Business

Development

     750,000      75,000      150,000      250,000      275,000

Yaoundé Security – office, residence

     44,700      7,800      12,300      12,300      12,300

Visitor Expense – expats while in

Cameroon

     75,000      15,000      15,000      24,000      21,000

Environmental Approvals & Consulting

– permit fees, land

     300,000      80,000      80,000      100,000      40,000

Annual mine & Exp. Permit Fees

     125,000      125,000      0      0      0

Land Lease Fees

     325,000      325,000      0      0      0

Public Relations

     50,000      0      25,000      25,000      0

Kongo Camp Ops-supplies, equipment

     160,000      40,000      40,000      40,000      40,000

Fleet Vehicle Repairs

     80,000      20,000      20,000      20,000      20,000

Vehicle Replacement/Acquisitions

     450,000      225,000      225,000      0      0

Air Strip Engineering & Construction

     500,000      0      0      300,000      200,000

Aircraft Purchase

     1,600,000      0      0      1,500,000      100,000

GeoCam Board of Directors

compensation

     50,000      12,500      12,500      12,500      12,500

SNI Technical Assistance – (*2008-est)

     500,000      125,000      125,000      125,000      125,000

Travel – in-country travel

     60,000      15,000      15,000      15,000      15,000
                                  

Subtotal-Direct, Cameroon

         16,924,060          1,743,380          1,755,880          7,338,400          6,086,400

 

pg 6 of 12


GeoCam Offshore Expenses – In USA, elsewhere    2008    2008 US$

Description – Expense

   US$    Q1    Q2    Q3    Q4

Optimize Final Feasibility Study (RB5)

     700,000    300,000    400,000    0    0

Final tailing Facility Eng & GeoTech Analyses

(K-P)

     500,000    200,000    300,000    0    0

Final Engineering (RB5)

     10,500,000    500,000    3,000,000    5,000,000    2,000,000

Procurement (RB5)

     1,200,000    0    0    300,000    900,000

Construction Management (RB5)

     700,000    0    0    100,000    600,000

Construction Mob. & Detail Preparation (RB5)

     9,000,000    0    0    1,000,000    8,000,000

Process Testing

     250,000    100,000    50,000    50,000    50,000

Process Consulting

     200,000    50,000    50,000    50,000    50,000

Legal Fees-construction

     180,000    20,000    30,000    100,000    30,000

Legal Fees-finance

     1,000,000    20,000    20,000    360,000    600,000

GeoCam Professionals to be hired (TBH)

     839,000    56,000    59,000    362,000    362,000

Payroll Burden & Benefits @ 30%-TBH Prof and

Consulting

     251,700    16,800    17,700    108,600    108,600

Employee Relocation-TBH Professionals

     270,000    0    30,000    120,000    120,000

Financial Advisory & Due Diligence Fees

     700,000    150,000    150,000    150,000    250,000

Political Risk Insurance

     300,000    0    75,000    100,000    125,000

Geovic Technical Assistance – (*2008-est)

     1,606,000    347,000    387,000    431,000    441,000

Geovic Travel

     0    0    0    0    0

Subtotal-Offshore, USA

             28,196,700        1,759,800        4,568,700        8,231,600        13,636,600
                          
              
                  

Total 2008 Budget

   $ 45,120,760            
              

Total funds to be expended by GeoCam in 2008 that are the basis of this Services Contract approximate US$45,120,760, as the approved by the Board of Directors

 

pg 7 of 12


Schedule B

GENERALLY REQUESTED SERVICES

BY GEOCAM

Under the overall management, supervision and control of the GeoCam General Manager, Geovic will provide a scope of Services to GeoCam ranging from executive management training and development for the company’s staff and training of Project field-related technical professionals and staff involved in prospecting, resource and reserve estimation, engineering services and related activities. These Services shall generally include:

 

  (a) assist in the analysis of and planning for exploration operations and other work related to the pre-feasibility study stage of the operation;

 

  (b)

assist in the analysis of and planning for development operations, mine construction operations and mining operations including all work related to the preparation of feasibility study and necessary documents for project financing;

 

  (c)

assist in the preparation of tender materials, reviewing bids and interviewing and selecting the engineering, architectural and construction firms that will work on any aspect of the Project;

 

  (d)

assist in negotiating contracts on behalf of GeoCam with any engineering, architectural and construction firms so selected;

 

  (e)

assist in arranging for and supervising any mine planning, engineering, pre- stripping and other work to be performed for GeoCam.

 

  (f)

assist in coordinating and scheduling the work of any firms selected to perform offshore work, and supervising the performance of such firms as requested by GeoCam;

 

  (g)

assist in procuring materials, supplies, equipment or services as may be needed or required in connection with the Project when suppliers are located abroad;

 

  (h)

assist in marketing minerals produced by or for the Project;

 

  (i)

assist in securing insurance coverage for the Project;

 

  (j)

assist in applying for, obtaining and maintaining, all necessary governmental approvals or permits necessary in connection with any activity of the Project;

 

  (k)

assist in conducting relations with all international entities in connection with the Project;

 

  (l)

providing the GeoCam General Manager with quarterly reports concerning the Services performed under the Services Contract;

 

  (m)

performing all such other acts and things as may be requested by GeoCam in connection with any aspect or activity of the Project.

 

pg 8 of 12


Schedule C

2008 REQUESTED SERVICES

BY GEOCAM

Services to be performed by Geovic for the GeoCam 2008 Work Program and Budget under the overall management, supervision and control of the GeoCam General Manager:

 

   

Geovic will assist in providing executive training to direct the leadership and management development of key GeoCam employees.

 

   

Geovic will assist in planning and directing the installation of certain infrastructure and project construction facilities to allow major construction activities to begin efficiently in late 2008. Access roads, temporary housing, office and cafeteria facilities will be installed to accommodate construction workers and staff along with the first phase of permanent key staff housing. Communications and utilities facilities and a small airstrip will also be installed. Geovic will assist in preparing bids and in soliciting competitive quotations prior to starting these programs.

 

   

Geovic will assist in continuing the evaluation of the two relatively large trenches, each sufficiently deep to reach the ferralite ore zone to better define and develop an ore control program, and for mine planning. Geovic will assist in planning and in carrying out additional drilling in the Nkamouna area with an objective to double ore reserves in support of doubling project metal production when the cobalt market allows. Drilling will also be conducted to expand inferred resources to as much as 500 million tonnes from the current estimate of 145 million tonnes in the Mada area.

 

   

Geovic will assist in directing the completion of pilot scale leach, SX and pyrohydrolysis studies and design and assist in directing additional physical upgrade testing to better optimize mine and metallurgical planning.

 

   

Geovic will assist in directing the expansion of topographic mapping to cover additional areas, such as the air strip and new drilling completed in the Nkamouna and Mada areas.

 

   

Geovic will assist in conducting follow up work needed on environmental permit requirements and assist in updating related documents, as appropriate, including the development of a biodiversity plan.

 

   

Geovic will assist in directing the optimization of the Final Feasibility Study by a consortium of engineering companies and expected to be completed by September 2008.

 

   

Geovic will assist in directing the performance and completion of the studies contracted with Knight Piesold to design various project facilities, and in particular, the Napene Creek tailings storage facility. These studies are slated for completion by early 2008.

 

   

Following completion of the optimization of the Final Feasibility Study and assuming that the GeoCam Board of Directors authorizes continued advancement of the Project, Geovic will assist in selecting an engineering and construction firm and assist in negotiating contracts to build the Project.

 

   

Geovic’s cobalt, nickel and manganese marketing expert and other Geovic, Ltd. employees will assist GeoCam in their efforts to secure metal sales agreements and arrangements.

 

pg 9 of 12


   

Geovic will assist in discussions with various international insurance groups to source Project political risk and commercial insurance and will assist GeoCam in concluding such insurance agreements.

 

   

Geovic will assist the management of GeoCam to develop budgets and appropriate controls and specialized software system and operating protocols for GeoCam’s Yaoundé and Kongo offices and such financial and other controls and operating protocols as may be required or appropriate to comply with applicable international accounting and auditing standards and stock exchange requirements.

 

   

Geovic will assist in discussions and in the conclusion of arrangements with various international financial institutions to enable GeoCam to source the funds for project finance if the GeoCam Board of Directors authorizes Project construction.

 

pg 10 of 12


Schedule D

QUARTERLY REQUESTED SERVICES

PERFORMER:     GEOVIC, LTD.

DATE OF ISSUANCE:

BASIS FOR PAYMENT:

 

  ¨

Man-Hours involved for carrying out the work at the hourly rates US$ specified in the Services Contract, article 3.

 

  ¨

Travel costs billed on an actual cost reimbursable basis.

 

SCOPE OF SERVICES:
Seconded:   Yes:  ¨   No:  ¨
Description
 
 

 

PERFORMANCE SCHEDULE:
 
 

 

TERMS AND CONDITIONS:

 

This Requested Services shall be governed by the terms and conditions set forth in the Contract for Professional and Management Services between GEOVIC CAMEROON PLC and GEOVIC, LTD., Effective Date, January 1st, 2008.

 

 

 

 

ACCEPTED BY:   REQUESTED BY:

                        GEOVIC, LTD.

 

            GEOVIC CAMEROON PLC

Signature

 

Signature

Name:

 

Name:

Title:

 

Title:

Date:

 

Date:

 

pg 11 of 12


Schedule E

2008 REMUNERATION OF GEOVIC SERVICES

 

Service Charges           

Discipline
Administration    

   Activity (mos.)     Factor (%)             Man
        Hours
               Charge
            $/MH
       Charge US$

CEO

   12    30 %   576    220        $             126,720

CFO

   12    50 %   960    165        $ 158,400

Controller

   12    30 %   576    130        $ 74,880

Corp. Secretary

   12    10 %   192    90        $ 17,280

Sr. Admin. Asst.

   12    30 %   576    70        $ 40,320

Admin Asst.

   12    30 %   576    50        $ 28,800

Sr. accountant

   12    30 %   576    70        $ 40,320

Accountant

   6    50 %   480    50        $ 24,000

Office Manager

   12    10 %   192    70        $ 13,440
             

Subtotal

                            $ 524,160
Project              

COO/Proj. Mgr.

   12    90 %   1728    200        $ 345,600

GeoCam GM

   12    90 %   1728    165        $ 285,120

Chief Geol.

   12    40 %   768    165        $ 126,720

Marketing

   12    50 %   960    140        $ 143,400

Proj. Eng.

Mining

   6    60 %   576    130        $ 74,880

Geologist (2)

           120   

Mine Planning

             

Engineer

   6    50 %   480    120        $ 57,600

Office/Housing

coordinator

   12    50 %   960    50        $ 48,000

Assay Coord.

   12    10 %   192    60        $ 11,520

Subtotal

                        $ 1,092,840
                 

Total Service Charges - 2008 estunate

 

            $ 1,617,000
             

 

pg 12 of 12