Joint Venture Agreement with TTM Global Enterprises Ltd., dated November 28, 2012

The Purpose of this Agreement.

Term of Agreement

Description of Transaction & Duties of the Parties.

It shall be the responsibility of the “Second Party” to ensure the investments made by the first party are utilized for the purpose of extracting Gold in all of its forms and that 30% of the yield/profits are for the benefit of GGSM Inc.

It shall be the responsibility of "Second Party" to cause administered files on a monthly base for the duration of this agreement, a listing of all ongoing transactions within/at the Siguiri or by TTM Global for Siguiri Mine will be minuted to the CEO of GGSM Inc. by email ***@***

Phone, lease of office at London, and other costs for employees have to be paid jointly by the “First” and "SECOND PARTY". Landlines with a separate number have to be installed for GGSM INC at the office address in London to be reachable under the "First Party" name. Second party will also agree to act as forwarding office for messages for "First Party" XXXX office in the event First Party is not available.

First Party" Contracts can only be legally signed with binding effect by appointed board members of "FIRST PARTY" Failure to affect any of the two mentioned payments will render this contract null and void and result in the immediate cancellation thereof. In such a case any monies already paid over by the “First Party” to the “Second Party” will be forfeited unconditionally.

The remaining $ 1,250,000.00 (One million Two Hundred and Fifty Thousand US Dollars) must be available towards project implementation and the purchase of mining equipment within 90 days of signature of Contract. The “First Party does not have to pay this over to TTm Global Enterprises Limited and can choose to make direct payments towards service providers for mining equipment and related services for this mining project.

The “First Party” will be wholly responsible for the repayment of this initial $250,000.00 investment to its funders / investors, including any interest, dividends, profit share or other, and irrespective of whether the “First Party” effects this repayment from its 30% shareholding in the Siguiri Mining Concession or from other sources. The “Second Party” has no responsibility or financial obligations on this issue.

GGSM Mining Limited will assume responsibility for and hold all the rights in relation to the handling, export and / or selling of all gold produced by the mining operations of Siguiri Mining.

The “First” and “Second Party” will combine efforts to identify and appoint capable managers and workers to do the physical mining in Guinea.

Profits, Costs & Distribution of Profits.

The parties hereto agree that all net profits to be disbursed between the parties, with this Agreement, shall upon each transaction be paid by the settling Bank directly to the accounts of the parties to this Agreement as follows, within 48 hours and during the term of this Agreement:

30 % (Thirty percent) of all profits to First Party

0 % (Seventy percent of all profits to Second Party

In consideration of the Rights to be transferred to the “First Party” as a result of this Joint Venture Agreement, the Second Party agrees to fulfill its financial obligations to the “Second Party” on the due date as are indicated in the above paragraphs.

The “Second Party” reserves all rights to immediately cancel and withdraw from this Agreement upon failure by the “First Party” to effect payments on the indicative dates.

General.

Any notice required hereof shall be in writing and delivered by Courier, Certified Mail or by tele-fax, e-mail e.fax to the other part's address provided elsewhere herein. The parties acknowledge and agree that tele-fax copies are legally acceptable and considered original documents.

The Force Majeure clause of ICC Standards is hereby incorporated into this Agreement and neither party shall be liable for failure to perform where the clause is applicable, except in making payment for value received or for services rendered.

Changes or deletion of any part of this Agreement shall have no effect unless agreed in writing by all parties hereto.

The parties hereto accept liability for taxes, imposts, levies, duties, charges and any other Institutional costs applicable to the execution of their part in this Agreement.

This is a full recourse Commercial Agreement. When executed, this Agreement shall embody the full understanding and agreement between the parties and shall supersede all other understandings, verbal or written. All statements, undertakings and representations are made without omission of any material fact, with personal, corporate and legal responsibility, under Penalty of Perjury.

This Agreement is in conformity with ICC rules of Arbitration and drawn under and subject to the laws of the United Kingdom, which shall have exclusive jurisdiction over its validity, application and interpretation in the event of dispute, breach or claim of breach. Each signatory to this Agreement confirms and declares that he or she is empowered, legally qualified and authorized by an appropriate Board of Directors Resolution to execute and deliver this Agreement and to be bound by its Terms and Conditions.

This Agreement commences and becomes valid when authorized parties have affixed their signatures to this page and have initialed all other pages thereof. This Agreement shall remain valid without respect to invalidity, failure or inability to enforce any part hereof.