Joint Venture and Partnership Agreement by and between Guskin Gold Corp and Danampco Company Ltd., dated January 24, 2021

(a)

the date on which the Partnership is voluntarily dissolved by unanimous agreement of the Partners; or

(b)

the date on which the Partnership is dissolved by operation of law.

(a)

firstly, to repay all costs, credits, debts, expenses, liabilities, and obligations of the Partnership;

(b)

secondly, to pay to each Partner its share of the capital; and,

(c)

thirdly, to divide the surplus, if any, between the partners in the proportions in which they are entitled to share in profits.

DANAMPCO COMPANY LTD.

Per:

 /s/ Danqua Smith

Name: Danqua Smith

Title: Managing Director

GUSKIN GOLD GHANA LTD.

Per:

/s/ Naana Asante

Date:         1/24/2022        

Name: Naana Asante

Title: President and Director

Per:

Name: Naana Asante

Title: President and Director

(1)

DANAMPCO COMPANY LTD., a company incorporated in Ghana with its registered office at 990 Black 23, Trasacoo Valley, Adjiringano-Accra under registration number ###-###-####; (hereinafter referred to as “DCL”) duly authorized to conduct import export, exploration and in mining activities (hereafter referred to as “Non-Operator”); and,

(2)

GUSKIN GOLD GHANA LIMITED, a company incorporated in Ghana with its registered office at 1st Floor, Number 5, Fifth Lane, Dr. Esther Ocloo Street Kuku Hill Osu, Accra, Ghana, under registration number CS130300621 (hereinafter referred to as “GGGL” or “Co-operator”) duly authorized to conduct business in precious metals and in mining activities in Ghana.

1.1

Accounting Procedure means the rules, provisions and conditions set forth and contained in Exhibit A to this Agreement.

1.2

AFE means an “Authorization For Expenditure” pursuant to Article 6.6.

1.3

Affiliate means, in relation to any Party, a company, partnership, person, persons or other legal entity which controls, or is controlled by, or which is controlled by an entity which controls, a Party. Control means the ownership directly or indirectly of more than fifty percent (50%) of the voting rights in a company, partnership, or legal entity.

(A)

Article X shall remain in effect until all lands, areas and zones have been properly reacclimated; and,

(B)

Section 4.5 and Article XIV shall remain in effect until all obligations, claims, arbitrations, and lawsuits have been settled or otherwise resolved.

(A)

The purpose of this Agreement is to establish the respective rights and obligations of the Parties with regard to operations under the Lease Agreement, including without limitation the exploration, appraisal, development and production of Finished Goods, including, but not limited to, mineral reserves and diamond deposits from the Kukuom Concession area.

(B)

Without limiting the generality of Article 3.1(A), the following activities are part of the scope of this Agreement and are addressed herein:

(1)

Exclusive Operations being conducted by the Operator(s).

(2)

Construction, operation, maintenance, repair, and removal of operational facilities located within the Kukuom Concession.

(3)

The Parties’ profit shares of the Finished Goods after the fulfillment of the sale of value Finished Goods provided for an Article 8.2;

(4)

Any financing raised or the fulfillment of Future Finished goods to be delivered in an offtake agreement provided for in Article 8.2, made by the Operator for its share of the project operational expenses.

(A)

The Participating Interests of the Parties from the Kukuom Concession area, as of the Effective Date are as follows:

To be certain and for the avoidance of doubt, DCL prior to the execution of this Operating Agreement is the rightful owner of a one hundred (100%) percent interest in the Kukuom Concession, DCL hereby wishes to assign and transfer, as per this Operating Agreement, to GGGL a seventy (70%) percent ownerships interest in the Kukuom Concession area.

(B)

The Parties recognize the rights of the Government of Ghana receives a continuing, perpetual, and statutorily granted royalty of ten percent (10%) in all mineral operations conducted in the Republic of Ghana (the “Ghana Royalty”). The Ghana Royalty shall be paid for exclusively out of the ownership interest of DCL.

(C)

If a Party transfers all or part of its Participating Interest pursuant to the provisions of this Agreement or a new Lease Agreement, the Participating Interests of the Parties shall be revised accordingly, if applicable.

(D)

DCL is the Licensed Leaseholders of Mining and Mineral Right’s Owners of the Kukuom Concession.

(A)

As consideration for GGGL’s Participating Interest in the Kukuom Concession, GGGL shall provide financing (“Financing”) as necessary to explore, exploit and develop the Kukuom Concession to be contributed to the exploration and development of the Kukuom Concession in accordance with the submitted planned Work Program and Budget pursuant to clause 6.4 of this Agreement.

(B)

All funds advanced as per Article 3.3(A), must be mutually agreed to by both Parties and shall not be considered a capital contribution relating to the Operations, but shall be a debt due from Operation to GGGL to be repaid from proceeds derived from Operations, or upon the dissolution and liquidation of the Operation.

(A)

Unless otherwise provided in this Agreement, all the rights and interests in and under the Lease Agreement, all Property and any mineral goods produced from the Lease Area shall be subject to the terms of the Lease Agreement, and this Operating Agreement to be owned by the Parties in accordance with their respective Participating Interests.

(B)

Unless otherwise provided in this Agreement, the obligations the Parties under the Lease Agreement and all liabilities and expenses incurred by Operator(s) in connection with the project Operations shall be charged to the Project Account and all credits to the Operators Account first and all net profits shall be shared by the Parties, as among themselves, in accordance with their respective Participating Interests.

(C)

Each Part shall pay or contribute value when due, in accordance with the Accounting Procedure, the project expenses, including cash advances and/or the payment of debt financing obtained for operational purposes pursuant to this Agreement. The Parties agree that time is of the essence for payments owed and other valuable contributions under this Agreement. A Party’s payment of any charge under this Agreement shall be without prejudice to its right to later contest the charge.

4.1

Designation of Operator. GGGL shall act as the sole and exclusive operator (“Exclusive Operator”) of the Kukuom Concession (GGGL is sometimes referred to hereinafter as the “Operator”). They agree to act as the Exclusive Operators in accordance with the terms and conditions of the Lease Agreement and this Operating Agreement, which terms and conditions shall apply to any successor operator.

4.2

Rights and Duties of Operator

(A)

Subject to the terms and conditions of this Agreement, Operator shall have all the rights, functions and duties as the Operator under the Lease Agreement and shall have exclusive charge of, and shall conduct, all Operations. Operator may employ independent sub-contractors and/or agents (which may include Affiliates of Operator) in such Operations.

(B)

In the conduct of Operations, Operator shall:

(1)

Perform Operations in accordance with the provisions of the Lease Agreement, and this Operating Agreement;

(2)

Conduct all Operations in a diligent, safe, and efficient manner in accordance with good, prudent and responsible in-field mining practices and conservation and environmental principles generally followed by the responsible international mining industry under similar circumstances;

(3)

Subject to Article 4.6 and the Accounting Procedure, either gain a profit or suffer a loss as a result of being the Operator in its conduct of Operations, provided that Operator may rely upon specific accounting practices not in conflict with the Accounting Procedure;

(4)

Perform the duties set out in Article V, and prepare and submit to the Parties the proposed Work Programs, Budgets and AFEs as provided in Article VI;

(5)

Upon receipt of reasonable advance notice, permit the representatives of any of the Parties to have, at all reasonable times and at their own risk and expense, reasonable access to the Operations with the right to observe all such Operations and to inspect all Property and to conduct financial audits as provided in the Accounting Procedure;

(6)

Maintain the Lease Agreement in full force and effect to the full extent possible in accordance with such good, prudent, and responsible international mining industry practices as are generally followed by operators in the international mining industry under similar circumstances. Operator shall, in a timely manner promptly pay and discharge all liabilities and expenses incurred in connection with Operations and use its reasonable efforts to keep and maintain the Land Property free from all liens, charges and encumbrances arising out of Operations, unless otherwise prior establishment of project expenses;

(7)

Pay to the Government Account, within the periods and in the manner prescribed by the Lease Agreement and all applicable laws and regulations, including the Law, all periodic payments, royalties, taxes, fees, and other payments pertaining to Operations, but excluding any taxes measured by the income participation of the Parties;

(8)

Carry out the obligations of Operator pursuant to the Lease Agreement, including, but not limited to, preparing, and furnishing such reports, records and information as may be required pursuant to the Lease Agreement;

(9)

Have the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Lease Agreement and Operations. Operator shall notify the other Parties as soon as possible of any such meetings. Nothing contained in this Agreement shall restrict any Party from holding discussions with the Government or with MINCOM or GGSA with respect to any issue to its particular business interests arising under the Lease Agreement or this Agreement, but in such event such Party shall promptly advise the Parties, if possible, before and in any event promptly after such discussions, provided that such Party shall not be required to divulge to the Parties any matters discussed to the extent the same involve proprietary information on matters not affecting the Parties; and,

(10)

Take all necessary and proper measures for the protection of life, health, the environment, and property; provided, however, that in the case of an emergency, Operator shall immediately notify the Parties of the details of such emergency and measures.

(A)

Operator shall provide Title Holder, as necessary, the following data and reports as they are currently produced or compiled from the Operations:

(1)

Copies of all logs or finished project surveys,

(2)

Any production progress reports,

(3)

Copies of all tests, assays, and core analysis reports,

(5)

Copies of the final geological and geophysical maps and reports,

(6)

Engineering studies, development schedules and annual progress reports on development projects, associated with various Lease Areas and Zone Depths within the concession,

(7)

In-Field performance reports, including reserve estimates,

(8)

Copies of all reports relating to Operations furnished by Operator to the Government or MINCOM and GGSA as the case maybe,

(9)

Other reports as frequently as is justified by the activities or as instructed by the Parties; and,

(A)

Operator shall promptly notify the Parties of all material claims or suits and such other claims and suits as the Operator may direct which arise out of operations or relate in any way to Operations. Operator shall represent the Parties and defend or oppose the claim or suit. Operator may in its sole discretion compromise or settle any such claim or suit or any related series of claims or suits for an amount not to exceed the equivalent of fifty thousand (US$50,000) exclusive of legal fees.

(B)

Notwithstanding Article 4.5(A), each Party shall have the right to participate in any such suit, prosecution, defense, or settlement conducted in accordance with Article 4.5(A) at its sole cost and expense; provided always that no Party may settle its Participating Interest share of any claim without first satisfying the other Parties that it can do so without prejudicing the interests of the Parties.

(A)

EXCEPT AS SET OUT IN THIS ARTICLE 4.6 NEITHER THE PARTY DESIGNATED AS OPERATOR NOR ANY OTHER INDEMNITEE (AS DEFINED BELOW) SHALL BEAR (EXCEPT AS A PARTY TO THE EXTENT OF ITS PARTICIPATING INTEREST SHARE) ANY DAMAGE, LOSS, COST, EXPENSE OR LIABILITY RESULTING FROM PERFORMING (OR FAILING TO PERFORM) THE DUTIES AND FUNCTIONS OF THE OPERATOR, AND THE INDEMNITEES ARE HEREBY RELEASED FROM LIABILITY TO NON-OPERATORS FOR ANY AND ALL DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF, INCIDENT TO OR RESULTING FROM SUCH PERFORMANCE OR FAILURE TO PERFORM. EVEN THOUGH CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT, THE NEGLIGENCE (WHETHER SOLE, OPERATORS OR CONCURRENT), GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF OPERATOR (OR ANY SUCH INDEMNITEE).

(B)

EXCEPT AS SET OUT IN THIS ARTICLE 4.6, THE PARTIES SHALL IN PROPORTION TO THEIR PARTICIPATING INTERESTS DEFEND AND INDEMNIFY OPERATOR AND ITS AFFILIATES, AND THE OFFICERS AND DIRECTORS OF BOTH (COLLECTIVELY, THE “INDEMNITEES”), FROM ANY AND ALL DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING REASONABLE LEGAL COSTS, EXPENSES AND ATTORNEYS’ FEES) AND LIABILITIES INCIDENT TO CLAIMS, DEMANDS OR CASES OF ACTION BROUGHT BY OR ON BEHALF OF ANY PERSON OR ENTITY, WHICH CLAIMS, DEMANDS OR CAUSES OF ACTION ARISE OUT OF ARE INCIDENT TO OR RESULT FROM OPERATORS OPERATIONS EVEN THOUGH CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT, THE NEGLIGENCE (WHETHER SOLE, OPERATORS OR CONCURRENT), GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF OPERATOR (OR ANY SUCH INDEMNITEE).

(C)

Nothing in this Article 4.6 shall be deemed to relieve the Party designated as Operator from its Participating Interest share of any damage, loss, cost, expense or liability arising out of, incident to or resulting from Operations.

(D)

NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL ANY INDEMNITEE (EXCEPT AS A PARTY TO THE EXTENT OF ITS PARTICIPATING INTEREST) BEAR ANY DAMAGES, LOSS, COST, EXPENSE OR LIABILITY FOR ENVIRONMENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER SIMILAR INDIRECT DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO THOSE ARISING FROM BUSINESS INTERRUPTION, INABILITY TO PRODUCE MINERALS, DIAMONDS OR FINISHED GOODS, LOSS OF PROFITS, POLLUTION CONTROL AND ENVIRONMENTAL RECLAMATION OR REHABILITATION.

(A)

Operator shall procure and maintain, or cause to be procured and maintained, for the Project Account all insurance in the types and amounts required by the Lease Agreement and applicable laws, rules and regulations.

(B)

Operator shall obtain such further insurance, at competitive rates, as the Government may from time to time require.

(C)

Any Party may elect not to participate in the insurance to be procured under Article 4.7(B) provided such Party:

(1)

gives prompt notice to that effect to Operator,

(2)

does nothing which may interfere with Operator’s negotiations for such insurance for the other Parties, and

(3)

obtains and maintains such insurance (in respect of which an annual certificate of adequate coverage from a reputable insurance broker shall be sufficient evidence) or other evidence of financial responsibility which fully covers its Participating Interest share of the risks that would be covered by the insurance procured under Article 4.7 (B), and which the Operator may determine to be acceptable. No such determination of acceptability shall in any way absolve a non-participating Party from its obligation to meet each cash call or other valuable consideration including any remuneration call in respect of damages and losses and/or the costs of remedying the same in accordance with the terms of this Agreement. If such Party obtains other insurance, such insurance shall contain a waiver of subrogation in favor of all the other Parties, the Operator and their insurers but only in respect of their interests under this Agreement.

(D)

The cost of insurance in which all the Parties are participating shall be for the Project Account and the cost of insurance in which less than all the Parties are participating shall be charged to the Parties participating in proportion to their respective Participating Interests, if applicable.

(E)

Operator shall, in respect of all insurance obtained pursuant to this Article 4.7:

(1)

promptly inform the participating Parties when such insurance is obtained and supply them with certificates of insurance or copies of the relevant policies when the same are issued,

(2)

arrange for the participating Parties, according to their respective Participating Interests, to be named as co-insureds on the relevant policies with waivers of subrogation in favor of all the Parties, and

(3)

duly file all claims and take all necessary and proper steps to collect any proceeds and credit any proceeds to the participating Parties in proportion to their respective Participating Interests.

(F)

Operator shall use its reasonable efforts to require all sub-contractors performing work in respect of Operations to obtain and maintain any and all insurance in the types and amounts required by any applicable laws, rules and regulations and shall use its reasonable efforts to require all such sub-contractors to name the Parties as additional insureds on such sub-contractors’ insurance policies or to obtain from their insurers waivers of all rights of recourse against Operator and their insurers.

(A)

Subject to Article 4.11, GGGL may be removed upon receipt of notice from DCL if:

(1)

An order is made by a court, or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator,

(2)

Operator dissolves, liquidates, is wound up, or otherwise terminates its existence,

(3)

Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors, or

(4)

A receiver is appointed for a substantial part of Operator assets.

(B)

Subject to Article 4.11, Operator may be removed by the decision of the other Party or Title Holder if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days of receipt of a notice from the other Party or Title Holder detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of the other Party or Title Holder to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of the other Party and Title Holder.

When a change of Operator occurs pursuant to Article 4.9 or Article 4.10:

(A)

The remaining Operator appoint a successor Operator.

(B)

If the Operator disputes commission of or failure to rectify a material breach alleged pursuant to Article 4.10(B) and proceedings are initiated pursuant to Article XVII, no successor Operator may be appointed pending the conclusion or abandonment of such proceedings, subject to the terms of Article 7.3 with respect to Operator’s breach of its payment obligations.

(C)

A resigning or removed Operator shall be compensated out of the Joint Account for its reasonable expenses directly related to its resignation or removal, except in the case of Article 4.10(B).

(D)

The resignation or removal of an Operator and its replacement by the successor Operator shall not become effective prior to receipt of any necessary Government approvals.

(G)

Upon the effective date of the resignation or removal, the successor Operator shall succeed to all duties, rights and authority prescribed for Operator. The former Operator shall transfer to the successor Operator custody of all Joint Property, books of account records and other documents maintained by Operator pertaining to the Contract Area and to Joint Operations. Upon delivery of the above-described property and data, the former Operator shall be released and discharged from all future obligations and liabilities, other than those liabilities which accrued or had been incurred prior to the date of termination.

(A)

Each notice of a meeting by Operators or Title Holder shall contain:

(1)

The date, time, and location of the meeting, and

(2)

An agenda of the matters and proposals to be considered upon.

(B)

A Party, by notice to the other Parties given not less than seven (7) Days prior to a meeting, may add additional matters to the agenda for a meeting.

(A)

With respect to meetings of the Operator, Operator’s duties shall include, but not be limited to:

(1)

Timely preparation and distribution of the agenda,

(2)

Organization and conduct of the meeting, and

(3)

Preparation of a written record or minutes of each meeting.

(A)

Not less than sixty (60) days prior to each date on which a Work Program and Budget is scheduled to begin the Operator will submit the planned Work Program and Budget pursuant to clause 6.4 of this Agreement, Operator shall deliver to the Parties a proposed Work Program and Budget detailing the Operations to be performed for the relevant Calendar Year.

(B)

If a Discovery is made, Operator shall deliver any notice of Discovery required under the Lease Agreement and shall as soon as possible submit to the Parties a report containing available details in a new proposal (“Proposal”) concerning the Discovery and Operator’s recommendation as to whether the Discovery merits appraisal. If the Operator determines that the Discovery merits appraisal, Operator within thirty (30) Days, shall deliver to the Parties a proposed Work Program and Budget for the appraisal of the Discovery or additional proposal within fourteen (14) Days of such delivery, or earlier, if necessary, to consider, modify and then either approve or reject the appraisal Work Program and Budget. If the appraisal Work Program and Budget is approved by the Parties, the Operator shall take such steps as may be required under the Lease Agreement to secure approval of the appraisal Work Program and Budget by the necessary Government entities. In the event the Government requires changes in the newly proposed appraisal Work Program and Budget, the matter shall be resubmitted for further consideration.

(C)

The Work Program and Budget agreed pursuant to this Article 6.1 shall include the Minimum Work Obligations, or at least that part of such Minimum Work Obligations required to be carried out during the Calendar Year in question under the terms of this Agreement. If within the time periods prescribed in this Article 6.1 by the Parties unable to agree on such a Work Program and Budget, then the proposal capable of satisfying the Minimum Work Obligations for the Calendar Year in question that receives the largest Participating Interest approval the Operator may proceed forward and the Exclusive Operation shall be deemed adopted as part of the annual Work Program of the new discovery proposal shall be considered added to the required Minimum Work Obligation for the given Calendar Year, but maintain a separate Budget only to be paid for from the Operators account and the Project Account. An Exclusive new Operation shall bare Participating Interest share according to the in-kind contributor’s portion.

(D)

Any originally approved Work Program and Budget may be revised by the Parties from time to time. To the extent such revisions are approved by the Parties, the Work Program and Budget shall be amended accordingly. The Operator shall prepare and submit a corresponding work program and budget amendment to the Government if required by the terms of the Lease Agreement.

(E)

Subject to Article 6.7, approval of any such Work Program and Budget, which includes, an Exploration Expenditures Estimate, Drilling, and testing, and or Development or Deepening, shall include approval for all expenditures necessary for Extraction Processes.

(A)

If the Operator determines that a Discovery may be commercial, the Operator shall, as soon as practicable, deliver to the Parties a development plan together with the first annual Work Program and Budget and provisional Work Programs and Budgets for the remainder of the development of the Discovery, which shall contain, inter alia (collectively hereinafter, a “Development Plan”):

(1)

Details of the proposed work to be undertaken, personnel required and expenditures to be incurred, including the timing of same, on a Calendar Year basis,

(2)

An estimated date for the commencement of production,

(3)

A delineation of the proposed Exploitation Area and/or level of Strata, and

(4)

Any other information requested by the Parties.

(B)

After receipt of the Development Plan and prior to any applicable deadline under this Agreement, the Operators shall consider, modify and then either approve or reject the Development Plan and the first annual Work Program and Budget, to be considered the original Development Plan, for the development submitted by Operator. If the Development Plan is approved by the Parties (“Consenting Parties”) Operator shall, as soon as possible, deliver any notice of Commercial Discovery required under this Agreement and take such other steps as may be required under the Lease Agreement to secure approval of the Development Plan by the Government, if additional approvals are required and applicable. In the event the Government requires changes in the Development Plan, the matter shall be resubmitted to the Parties for further consideration.

(C)

If the Development Plan is approved, such work shall be incorporated into and form part of annual Work Program and Budgets, and Operator shall endeavor to agree to such Work Program and Budget, including any necessary or appropriate revisions to the Work Program and Budget for the approved Original Development Plan and adopt the additional Work Program as Minimum Work Obligations, for the Calendar Year.

(A)

During the preparation of the proposed Work Programs and Budgets unless additional new Discoveries are made that warrant a sperate new Proposal to be contemplated in this Article VI, Operator shall consult, as necessary, with the other Parties regarding the contents of such Work Programs and Budgets and Development Plans.

(B)

Each Work Program and Budget and Development Plan submitted by Operator shall contain at itemized estimate of the costs of Operations and all other expenditures to be made for the Project Account during the Calendar Year in question and shall, inter alia:

(1)

identify each work category in sufficient detail to afford the ready identification of the nature, scope and duration of the activity in question,

(2)

include such reasonable information regarding Operator’s allocation procedures and estimated manpower costs as the Operations may require,

(3)

comply with the requirements of the Lease Agreement, and

(4)

contain an estimate of funds to be expended by Calendar Year.

(C)

The Work Program and Budget shall designate the portion or portions of the Lease Area in which Operations itemized in such Work Program and Budget are to be conducted and shall specify the kind and extent of such operations in such detail as the Operator may deem suitable.

(A)

Operator shall:

(1)

Complete the development of operations process within a reasonable period of time,

(2)

Inform the Parties of the entities to whom the sub-contracting work has been awarded and assigned to as Affiliates of the Operator or sub-contractors to the Operator,

(3)

If it is determined that additional Parties are to be engaged in a Work Program and the Estimate of said work is in excess of US$200,000 dollars the Operator shall duly inform the Parties and seek consent prior to engaging with or Operations with sub-contractor for additional Work Programs and

(4)

Upon the request of a Party, provide such Party with a copy of the final version of the sub-contracted Work Program awarded arrangement.

(A)

Prior to incurring any commitment or expenditure for the Project Account not pre-approved in the Annual Work Program and Budget, the Operator will issue an AFE for items of a capital nature and for work, of the original annual budgeted amounts, if such amounts have changed.

The above will apply to exploration or appraisal, development and production Work Programs and Budgets. Notwithstanding the above, Operator shall not be obliged to furnish an AFE to the Parties with respect to any Minimum Work Obligations, approved in the Annual Budget.

(B)

All AFEs shall be for informational purposes only. Approval of an operation in the current Work Program and Budget shall authorize Operator to conduct the operation (subject to Article 6.7) without further authorization from the Parties.

(A)

For expenditures on any line item of an approved Work Program and Budget, Operator shall be entitled to incur without further approve of the Parties an over expenditure for such line item up to ten percent (10%) of the authorized amount for such line item, provided that the cumulative total of all over expenditures for a Calendar Year shall not exceed five percent (5%) of the overall total Work Program and Budget.

(B)

At such time that Operator is certain that the limits of Article 6.7(A) will be exceeded, Operator shall furnish a supplemental AFE for the estimated over expenditures and shall provide the Parties with full details of such over expenditures. Operator shall promptly give notice of the amounts of over expenditures when actually incurred or prior to such overages being incurred.

(C)

The restrictions contained in this Article VI shall be without prejudice to Operator’s rights to make expenditures as set forth herein.

(A)

The Party providing the Default Notice pursuant to Article 7.1 shall include in the Default Notice to each non-defaulting Party a statement of the sum of money that the non-defaulting Party is to pay as its portion (such portion being in the ratio that each non-defaulting Party’s Participating Interest bears to the Participating Interests of all non-defaulting Parties) of the amount in default (excluding interest), subject to the terms of this Article 7.3. If the Defaulting Party remedies its default in full within five (5) Business Days from the date of the Default Notice, the notifying Party shall promptly notify each non-defaulting Party by telephone and electronic mail, and the non-defaulting Parties shall be relieved of their obligation to pay a share of the amounts in default. Otherwise, each non-defaulting Party shall pay Operator, within five (5) Business Days after receipt of the Default Notice, its share of the amount which the Defaulting Party failed to pay. If any non-defaulting Party fails to pay its share of the amount in default as aforesaid, such Party shall thereupon be a Defaulting Party subject to the provisions of this Article VII. The non-defaulting Parties which pay the amount owed by any Defaulting Party shall be entitled to receive their respective shares of the principal and interest payable by such Defaulting Party pursuant to this Article VII.

(B)

If Operator is a Defaulting Party, then all payments otherwise payable to Operator for Project Account, Profit Reserve Account and/or Profit Disbursement Account, costs pursuant to this Agreement shall be made to the notifying Party instead until the default is cured or a successor Operator appointed. The notifying Party shall maintain such funds in a segregated account separate to funds held in the Project Account and shall apply such funds moved to the Profits reserve Account for at least ninety (90) Days to ensure adequate capital reserves to third party claims due and payable of which it has notice, before moving to the Profit Disbursement Accounts, to the extent Operator would be authorized to make such payments out of the Profit Reserve Account under the terms of this Agreement. The notifying Party shall be entitled to bill or cash call the other Parties in accordance with the Accounting Procedure for proper third-party charges that become due and payable during such ninety (90) Day period to the extent sufficient funds are available. When Operator has cured its default or a successor Operator is appointed, the notifying Party shall turn over all remaining funds in the Project Account to Operator and shall provide Operator and the other Parties with a detailed accounting of the funds received and expended during this period. The notifying Party shall not be liable for damages, losses, costs, expenses or liabilities arising as a result of its actions under this Article VIII except to the extent Operator would be liable under Article 4.6.

(A)

During the continuance of a default, the Defaulting Party shall not have a right to its Entitlement which shall vest in and be the property of the non-defaulting Parties. Operator (or the notifying Party if Operator is a Defaulting Party) shall be authorized to sell such Entitlement in an arm’s-length sale on terms that are commercially reasonable under the circumstances and, after deducting all costs, charges and expenses incurred in connection with such sale, pay the net proceeds to the non-defaulting Parties in proportion to the amounts they are owed by the Defaulting Party hereunder (and apply such net proceeds toward the Profit Reserve Account, if applicable) until all such amounts are recovered and from the Profit Reserve Account or other account of the defaulting Party as the case may be. Any surplus remaining shall be reinstated to the Defaulting Party, and/or any deficiency shall remain a debt due from the Defaulting Party to the non-defaulting Parties. When making sales under this Article 7.3(A), the non-defaulting Parties shall have no obligation to share any existing market or obtain a price equal to the price at which their own production of goods is sold.

(B)

If Operator disposes of any Project Property or any other credit or adjustment is made to the Project Account while a Party is in default. Operator (or the notifying Party if Operator is a Defaulting Party) shall be entitled to apply the Defaulting Party’s Participating Interest share of the proceeds of such disposal, credit or adjustment against all amounts owing by the Defaulting Party to the non-defaulting Parties hereunder (and toward the Profit Reserve Account, if applicable). Any surplus remaining shall be Reinstated to the Defaulting Party, and any deficiency shall remain a debt due from the Defaulting Party to the non-defaulting Parties.

(C)

The non-defaulting Parties shall be entitled to apply proceeds received from the Profit Reserve Account in an amount equal to the Defaulting Party’s Participating Interest share of (i) the estimated cost to surrender any Lease Areas and other property in which the Defaulting Party participated, (ii) the estimated cost of severance benefits for local employees upon cessation of operations and (iii) any other identifiable costs that the non-defaulting Parties anticipate will be incurred in connection with the cessation of operations.

(D)

If a Defaulting Party fails to remedy its default by the forty-fifth (45th) Day following the date of the Default Notice, then, without prejudice to any other rights available to the non-defaulting Parties to recover amounts owing to them under this Agreement each non-defaulting Party shall have the option, exercisable at any time thereafter until the Defaulting Party has completely cured its defaults, to require that the Defaulting Party completely withdraw from the Lease Agreement and this Operating Agreement, unless alternative arrangements have been made cure its defaults and mutually agreed to by all the Parties. Such option shall be exercised by alternative arrangement notice made to the Defaulting Party and each non-defaulting Party. If such option is exercised, the Defaulting Party shall be deemed to have transferred, pursuant to Article 12.6, effective on the date of the non-defaulting Party’s notice, all or part of its right, title and beneficial interest in and under this Agreement and the Lease Agreement to the non-defaulting Parties. The Defaulting Party shall, without delay following any request from the non-defaulting Parties, do any and all acts required to be done by applicable law or regulation in order to render such transfer legally valid, including, without limitation, obtaining all governmental consents and approvals, and shall execute any and all documents and take such other actions as may be necessary in order to effect a prompt and valid transfer of the interests described above. The Defaulting Party shall be obligated to promptly remove any liens and encumbrances which may exist on such transferred interests. For purposes of this Article 7.3(D), each Party constitutes and appoints each other Party its true and lawful attorney to execute such instruments and make such filings and applications as may be necessary to make such transfer legally effective and to obtain any necessary consents the Government. Actions under this power of attorney may be taken by any Party individually without the joinder of the others. This power of attorney is irrevocable for the term of this Agreement and is coupled with an interest. If requested, each Party shall execute a form prescribed by the Parties setting forth this power of attorney in more detail. In the event all Government approvals are not timely obtained, the Defaulting Party shall hold its Participating Interest in trust for the non-defaulting Parties who are entitled to receive the Defaulting Party’s Participating Interest. Notwithstanding the terms of Article XII, in the absence of an agreement among the non-defaulting Parties to the contrary, any transfer to the non-defaulting Parties following a withdrawal pursuant this Article 7.3(D) shall be in proportion to the Participating interests of the non-defaulting Parties. The acceptance by a non-defaulting Party of any portion of a Defaulting Party’s Participating Interest shall not limit any rights or remedies that the non-defaulting Party has to recover all amounts (including interest) owing under this Agreement by the Defaulting Party.

(E)

The non-defaulting Parties shall be entitled to recover from the Defaulting Party all reasonable attorneys’ fees and all other reasonable costs sustained in the collection of amounts owing by the Defaulting Party.

(F)

The rights and remedies granted to the non-defaulting Parties and this Agreement shall be cumulative, not exclusive, and shall be in addition to any other rights and remedies that may be available to the non-defaulting Parties. Whether at law, in equity or otherwise. Each right and remedy available to the non-defaulting Parties may be exercised from time to time and so often and in such order as may be considered expedient by the non-defaulting Parties in their sole discretion.

(A)

The Operator shall have the right to sell all Finished Goods produced at a 10% discount from world market price of Finished Goods or the requisite metalogical weight adjustment made for such delivery to the off taker or for the Project Account if above and beyond any off-take arrangement made by the Operator;

(A)

Operator’s regular periodic advice to the Parties of estimate of total available production for succeeding periods, quantities of each grade of goods relating to twenty-four carat or the equivalent and each Party’s share for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements.

(C)

The delivery point, at which title and risk of loss of Participating interest shares of goods shall pass to the Parties interested (or as the Parties may otherwise agree).

(D)

Operator will make every effort to sell all goods including diamonds at the highest valuable price available at the time of disposal or sale of the goods.

(A)

A decision to surrender any Lease Area which have been worked as an Operation shall require the approval of the Minerals Commission in accordance with the Lease Agreement.

(B)

After delivery of notice of the Operator’s proposal to complete and/or surrender such Lease Areas in accordance, such Party shall be deemed to have consented to the proposed completion and surrender.

(C)

When the Operator decides to complete and/or Surrender any part of the Lease Area, it will notify all the Parties according to the Lease Agreement and this Operating Agreement, this will also include any Exclusive Operations, within the time periods allowed, to conduct an alternate Exclusive Operation in the Lease Area, if applicable.

(A)

If the Lease Agreement requires the Parties to surrender any portion of the Lease Area, Operator shall advise the Parties of such requirement at least one hundred and twenty (120) Days in advance of the earlier of the date for filing irrevocable notice of such surrender or the date of such surrender. Prior to the end of such period, the Operator shall determine pursuant to Article IV the size and shape of the surrendered area, consistent with the requirements of the Lease Agreement.

(B)

A surrender of all of the Lease Area shall require the unanimous consent of the Parties.

(A)

A proposal by any Party to enter into or extend the term of any Exploration or Production Period or any phase of the Lease Agreement, or a proposal to extend the term of the Lease Agreement, shall be brought before the Parties pursuant to Article IV.

(B)

Any Party shall have the right to enter into or extend the term of any Exploration or Production Period or any phase of the Lease Agreement or to extend the term of the Lease Agreement is valid, regardless of the level of support of all the Parties. If any Party or Parties take such action, any Party not wishing to extend shall have a right to withdraw, subject to the requirements of Article IX.

(A)

Subject always to the requirements of the Lease Agreement and this Operating Agreement, the transfer of all or part of a Party’s Participating Interest, excepting transfers pursuant to this Article XI, shall be effective only if it satisfies the terms and conditions of this Article XI.

(B)

The non-transferring Party shall be granted a sixty (60) day Right of First Refusal to purchase or otherwise acquire the transferring Parties Participating Interest, such purchase or acquisition shall be negotiated in good faith and each Party agrees to use reasonable efforts to allow the other to acquire the other’s Participating Interest.

(C)

The transferring Party shall, notwithstanding the transfer, be liable to the other Parties for any obligations, financial or otherwise, which have vested, matured, or accrued under the provision of the Lease Agreement or this Operating Agreement prior to such transfer. Such obligations shall include, without limitation, any proposed expenditure approved by the Parties prior to the transferring Party notifying the other Parties of its proposed transfer.

(D)

The transferee shall have no rights in and under the Lease Agreement, or the Lease Area, and this Operating Agreement unless and until it obtains any necessary approval of the Government and expressly undertakes in an instrument satisfactory, (e.g. Promissory Note) to the other Parties to perform the obligations of the transferor under the Lease Agreement, an Offtake Agreement and this Operating Agreement in respect of the Participating Interest being pledged and furnishes any acknowledgements of such instrument and accompanying paper work to that effect by the Government.

(E)

Nothing contained in this Article XI shall prevent a Party from mortgaging, pledging, charging or otherwise encumbering all or part of its interest in the Lease Area’s Assets and in and under this Operating Agreement for the purpose of security relating to finance provided that:

(1)

such Party shall remain liable for all obligations relating to such interest,

(2)

the encumbrance shall be subject to any necessary approval of the Government and be expressly subdivided from the rights of the other Parties, if applicable under this Operating Agreement, and

(3)

such Party shall ensure that any such mortgage, pledge, charge, or encumbrance shall be expressed to be without prejudice to the provisions of this Operating Agreement.

(F)

With the sole exceptions of; any intended transfers of all or a portion of Participating Interest, whether directly or indirectly by assignment, merger, consolidation, or sale of stock or shares or other conveyance, other than to an Affiliate, shall be subject to the following procedure:

(1)

Once the intended transferor Party and a proposed transferee (being a third party) have negotiated the final terms and conditions of an intended transfer, pledge, offtake agreement such final terms and conditions shall be disclosed in reasonable detail to all Parties in a notice from, and

(2)

In the event that a Party’s proposed transfer of part or all of its Participating Interest involve consideration other than cash and/or involves other propertiesincluded in a wider transaction (package deal) then the Participating interest (or part thereof) shall be allocated a reasonable and justifiable cash value by the transferor in any notification to the other Parties. Such other Parities may satisfy the requirements by agreeing to pay such cash value in lieu of the consideration payable in the third-party offer or make mutually acceptable arrangements between the Parties to do so.

(A)

Subject to the provisions of this Article XII, any Party may withdraw from this Agreement and the Lease Agreement by giving notice to all other Parties stating its decision to withdrawal. Such notice shall be unconditional and irrevocable when given.

(B)

The effective date of withdrawal for a withdrawing Party shall be the end of the calendar month following the calendar month in which the notice of withdrawal is given, provided that if all Parties elect to withdraw, the effective date of withdrawal for each Party shall be the date determined by Article 12.9.

(A)

Within thirty (30) Days of receipt of each withdrawing Party’s notification, each of the other Parties may also give notice that it desires to withdraw from this Agreement and the Lease Agreement. Should all Parties give notice of withdrawal, the Parties shall proceed to surrender the Lease Area and terminate the Lease Agreement and this Operating Agreement. If less than all of the Parties give such notice of withdrawal, then the withdrawing Parties shall take all steps to withdraw from the Lease Agreement and this Operating Agreement on the earliest possible date and execute and deliver all necessary instruments and documents to assign their Participating Interest to the Parties which are not withdrawing, without any compensation whatsoever, in accordance with the provisions of Article 12.6.

(B)

Any Party withdrawing under Article 10.2 or under this Article XII shall withdraw from the entirety of the Lease Area, including all Exploration Areas and all Discoveries made prior to such withdrawal, and thus surrendering to the other Parties not joining in its withdrawal all its rights to recover and Participate in the sale of Precious Minerals and Diamonds and the costs and expenses incurred generated by operations after the effective date of such withdrawal and all rights in associated Lease Area and Lease Agreement and this Operating Agreement will remain with the non-withdrawing Parties, subject to any applicable approved by the Government.

A withdrawing Party shall have the right to receive its Entitlement of Precious Minerals and Diamonds produced through the effective date of its withdrawal. The withdrawing Party shall be entitled to receive all information to which such Party is otherwise entitled under this Agreement until the effective date of its withdrawal. After ninety (90) Days of withdraw, or sufficient and certain evidence is acceptable to the Non-Withdrawing Parties the Party that withdrew shall not be entitled to receive any surplus amounts of monies still on reserve in the Profit Reserve Account.

(A)

A withdrawing Party shall, following its notification of withdrawal, remain liable only for its share of the following:

(1)

Costs of Operations, any additional Exclusive Operations in which it has agreed to participate, that were approved by the Consenting Parties as part of a Work Program and Budget or AFE prior to such Party’s notification of withdrawal, regardless of when they are actually incurred,

(2)

Any Minimum Work Obligations for the current period or phase of the Development Plan, and for any subsequent period or phase which has been approved pursuant to Article 10.2,

(3)

Emergency expenditures as described in Articles 4.2(B)(1) and 12.5,

(4)

All other obligations and liabilities of the Parties or Consenting Parties, as applicable, with respect to acts or omissions under this Agreement prior to the effective date of such Party’s withdrawal for which such Party would have been liable, had it not withdrawn from this Agreement; and

(5)

In the case of a partially withdrawing Party, any costs and liabilities with respect to Exploitation Areas, Commercial Discoveries and Discoveries from which it has not withdrawn.

The obligations and liabilities for which a withdrawing Party remains liable shall specifically include its share of any costs of Exploration, Extraction and Operation in the Lease Area in which participated (or was required to bear a share of the costs pursuant to Article 12.4(A) to the extent such costs of Exploration, Extraction, Operation Completion and Surrender are payable by the Parties under the Lease Agreement and this Operating Agreement. Any liens, charges and other encumbrances which the withdrawing Party placed on such Party’s Participating Interest prior to its withdrawal shall be fully satisfied or released within no longer than ninety (90) Days, at the withdrawing Party’s expense prior to its withdrawal. A Party’s withdrawal shall not relieve it from liability to the no-withdrawing Parties with respect to any obligations or liabilities attributable to the withdrawing Party under this Article XII merely because they are not identified or identifiable at the time of withdrawal.

(B)

Notwithstanding the foregoing, a Party shall not be liable for any operations or expenditures it elected not to Participate in (other than operations and expenditures described in Article 12.4(A)(2) or 12.4(A)(3) if it sends notification of its withdrawal within five (5) Days before such operation’s begin on the Lease Area) of the Operator approving such operation or expenditure.

(A)

A Party withdrawing from this Agreement and the Lease Agreement pursuant to this Article XII shall provide security satisfactory to the other Parties to satisfy any obligations or liabilities which were approved or accrued prior to notice of withdrawal, but which become due after its withdrawal, including, without limitation, security to cover the costs of a surrender or completion of the reclamation of Lease Areas, if applicable.

(B)

Failure to provide Security shall constitute default under this Agreement.

(C)

“Security’’ means each of their Participating Interests share or obligations from the Project Account and Profit Distribution Account and its share has sufficient worth to pay its obligations in all reasonably foreseeable circumstances or, failing the provision of either of those, cash deposited in the Trust of an attorneys escrow account, at a mutually agreed upon financing institution duly licensed and insured and in good standing to operate within The Republic of Ghana, with the withdrawal rights granted to the Non-Withdrawing Parties.

(A)

If, for United States federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership (and if the Parties have not agreed to form a tax partnership), each “U.S. Party” (as defined below) elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761(a) of the Code and the regulations promulgated under the Code. Operator is authorized and directed to execute and file for each U.S. Party such evidence or this election as may be required by the Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by United States Treasury Regulations Sections 1.761-2 and 1.6031(a)-1(b)(5), and shall provide a copy thereof to each U.S. Party. Should there be any requirement that any U.S. Party give further evidence of this election, each U.S. Party shall execute such documents and furnish such other evidence as may be required by the Internal Revenue Service or as may be necessary to evidence this election.

(B)

No Party shall give any notice or take any other action inconsistent with the election made above. If any income tax laws of any state or other political subdivision of the United States or any future income tax laws of the United States or any such political subdivision contain provisions similar to those in Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761(a) of the Code is permitted, each U.S. Party shall make such elections as may be permitted or required by such laws. In making the foregoing election, each U.S. Party states that the income derived by it from operations under this Agreement can be adequately determined without the computation of partnership taxable income.

(C)

For the purposes of this Article XIII, “U.S. Party” shall mean any Party which is subject to the income tax law of the United States in respect of operations under this Agreement.

(D)

No activity shall be conducted under this Agreement that would cause any Party that is not a U.S. Party to be deemed to be engaged in a trade or business within the United States under applicable tax laws and regulations.

(E)

A Party which is not a U.S. Party shall not be required to do any act or execute any instrument which might subject it to the taxation jurisdiction of the United States.

(A)

Subject to the provisions of the Lease Agreement and this Operating Agreement, the Parties agree that all information and data acquired or obtained by any Party in respect of Operations shall be considered confidential and shall be kept confidential and not be disclosed during the term of the Lease Agreement to any person or entity not a Party to this Agreement, except:

(1)

To an Affiliate, provided such Affiliate maintains confidentiality as provided in this Article XIV,

(2)

To a governmental agency or other entity when required by the Lease Agreement,

(3)

To the extent such data and information is required to be furnished in compliance with any applicable laws or regulations, or pursuant to any legal proceedings or because of any order of any court binding upon a Party,

(4)

To prospective or actual sub-contractors, consultants and attorneys employed by any Party where disclosure of such data or information is essential to such, consultant’s, or attorney’s work,

(5)

To a bona fide prospective transferee of a Party’s Participating Interest (including an entity with whom a Party or its Affiliates are conducting bona fide negotiations directed toward a merger, consolidation, or the sale of a majority of its or an Affiliate’s shares),

(6)

To a bank or other financial institution to the extent appropriate to a Party arranging for funding,

(7)

To the extent such data and information must be disclosed pursuant to any rules or requirements of any government or stock exchange having jurisdiction over such Party, or its Affiliates; provided that if any Party desires to disclose information in an annual or periodic report to its or its Affiliates’ shareholders and to the public and such disclosure is not required pursuant to any rules or requirements of any government or stock exchange, then such Party shall comply with Article 18.2,

(8)

To its respective employees for the purposes of Operations, subject to each Party taking customary precautions to ensure such data and information is kept confidential, and,

(9)

Any data or information which, through no fault of a Party, becomes a part of the public domain.

(B)

Disclosure as pursuant to Article 14.1(A), (4), (5), and (6) shall not be made unless prior to such disclosure the disclosing Party has obtained a written undertaking from the recipient party to keep the data and information strictly confidential pursuant to the terms of the Lease Agreement and not to use or disclose the data and information except for the express purpose for which disclosure is to be made.

(A)

Any dispute, controversy or claim arising out of or in relation to or in connection with this Agreement or the operations carried out under this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability, or breach of this Agreement, shall be exclusively and finally settled by arbitration in accordance with this Article 17.2. Any Party may submit such a dispute, controversy or claim to arbitration by notice to the other Parties.

(B)

The arbitration shall be heard and determined by three (3) arbitrators. Each side shall appoint an arbitrator of its choice within sixty (60) Days of the submission of a notice of arbitration. The Party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within sixty (60) Days following the appointment of both Party-appointed arbitrators. If the Party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal and/or Party refuses to appoint it Party-appointed arbitrator within said sixty (60) Day period, the appointing authority for the implementation of such procedure shall be the high court of Ghana, who shall, appoint an independent arbitrator who does not have any financial interest in the dispute, controversy, or claim. All decisions and awards by the arbitration tribunal shall be made by majority vote.

(C)

Unless otherwise expressly agreed in writing by the Parties to the arbitration proceedings:

(1)

The arbitration proceedings shall be held in Ghana,

(2)

The arbitration proceedings shall be conducted in the English language and the arbitrator(s) shall be fluent in the English language,

(3)

The arbitrator(s) shall be and remain at all times wholly independent and impartial,

(4)

The arbitration proceedings shall be conducted under the International Arbitration Rules having effect on the Effective Date,

(5)

Any procedural issues not determined under the arbitral rules selectedpursuant to Article 17.2(C)(4) shall be determined by the arbitration act and any other applicable laws of Ghana, other than those laws which would refer the matter to another jurisdiction;

(6)

The costs of the arbitration proceedings (including attorneys’ fees and costs) shall be borne in the manner determined by the arbitrations),

(7)

The decision of the sole arbitrator or a majority of the arbitrators, as the case may be, shall be reduced to writing; final and binding without the right of appeal; the sole and exclusive remedy regarding any claims, counterclaims, issues or accountings presented to the arbitrators made and promptly paid in U.S. dollars free of any deduction or offset; and any costs or fees incident to enforcing the award, shall to the maximum extent permitted by law be charged against the Party resisting such enforcement,

(8)

Consequential, punitive or other similar damages shall not be allowed except those payable to third parties for which liability is allocated among the Parties by the arbitral award or as expressly provided pursuant to the terms of this Agreement,

(9)

The award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until paid in full, at the Agreed Interest Rate,

(10)

Judgment upon the award may be entered in any court having jurisdiction over the person or the assets of the Party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be,

(11)

For purposes of allowing the arbitration provided in this Article XVII, the enforcement and execution of any arbitration decision and award, and the issuance of any attachment or other interim remedy, and governmental body or agency, which becomes a Party to this Agreement agrees to waive all sovereign immunity by whatever name or title with respect to disputes, controversies or claims arising out of or in relation to or in connection with this Agreement or the operations earned out under this Agreement,

(12)

The arbitration shall proceed in the absence of Party who, after due notice, fails to answer or appear. An award shall not be made solely on the default of Party, but the arbitrator(s) shall require the Party who is present to submit such evidence as the arbitrator(s) may determine is reasonably required to make an award,

(13)

If an arbitrator should die, withdraw, or otherwise become incapable of serving, or refuse to serve, a successor arbitrator shall be selected and appointed in the same manner as the original arbitrator, and

(14)

The arbitral award shall state the names of the arbitrators, the names and addresses of the parties, the names of the parties’ representatives, if any, and the date and place where the award was made and shall be signed by each arbitrator (or by a majority of the arbitrators with a statement that a minority of the arbitrators have refused to sign).

(A)

Operator undertakes that it shall avoid any conflict of interest between its own interests (including the interests of Affiliates) and the interests of the other Parties in dealing with suppliers, customers and all other organizations or individuals doing or seeking to do business with the Parties in connection with activities contemplated under this Agreement.

(B)

The provisions of the preceding paragraph shall not apply to:

(1)

Operator(s) performance which is in accordance with the local preference laws or policies of the Government, or

(2)

Operator(s) acquisition of products or services from an Affiliate, or the sale thereof to an Affiliate, made in accordance with the terms of this Agreement.

(A)

Operator shall be responsible for the preparation and release of all public announcements and statements regarding this Agreement or the Operations; provided that, no public announcement or statement shall be issued or made unless prior to its release all the Parties have been furnished with a copy of such statement or announcement and the approval of the Parties has been obtained. Where a public announcement or statement becomes necessary or desirable because of danger to or loss of life, damage to property or pollution as a result of activities arising under this Agreement, Operator is authorized to issue and make such announcement or statement without prior approval of the Parties but shall promptly furnish all the Parties with a copy of such announcement or statement.

(B)

If a Party wishes to issue or make any public announcement or statement regarding this Agreement or the Operations, it shall not do so unless prior to its release, such Party furnishes all the Parties with a copy of such announcement or statement, and obtains the approval of the Parties; provided that, notwithstanding any failure to obtain such approval, no Party, shall be prohibited from issuing or making any such public announcement or statement if it is necessary to do so in order to comply with the applicable laws, rules or regulations of anygovernment, legal proceedings or stock exchange having jurisdiction over such Party or its Affiliates as set forth in Articles 14.1(A)(3) and (7).

(A)

Each Party warrants that it and its Affiliates have not made, offered, or authorized and will not make, offer or authorize with respect to the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official (i.e. any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate (i) the applicable laws of Ghana; (ii) the laws of the country of incorporation of such Party or such Party’s ultimate parent company and of the principal place of business of such ultimate parent company; or (iii) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the convention’s Commentaries. Each Party shall defend, indemnify, and hold the other Parties harmless from and against any and all claims, damages, losses, penalties, costs and expenses arising from our related to, any breach by such first Party of such warranty. Such indemnify obligation shall survive termination or expiration of this Agreement. Each Party shall in good time (i) respond in reasonable detail to any notice from any other Party reasonably connected with the above-stated warranty; and (ii) furnish applicable documentary support for such response upon request from such other Party.

(B)

Each Party agrees to (i) maintain adequate internal controls; (ii) properly record and report all transactions; and (iii) comply with the laws applicable to it. Each Party must rely on the other Party’s system of internal controls, and on the adequacy of the full disclosure of the facts, and of financial and other data regarding the Operations undertaken under this Agreement. No Party is in any way authorized to take any action on behalf of another Party that would result in an inadequate or inaccurate recording and reporting of assets, liabilities, or any other transactions, or which would put such Party in violation of its obligations under the laws applicable to the operations under this Agreement.

DANAMPCO COMPANY LTD.

Per:

Name: Danqua Smith

Title: Managing Director

GUSKIN GOLD GHANA LTD.

Per:

/s/

Date: _________________________

Name: Naana Asante

Title: President and Director

·

Advances or Distribution of profits or funds received from each Party,

·

the share of each Party in total expenditures,

·

the accrued expenditures,

·

the current account balance of each Party,

·

summary of costs, credits and expenditures on a current quarterly, year-to-date basis, and

·

details of unusual charges and costs in excess of US$200,000.

1.7

Adjustments

Payments of any advances or billings shall not prejudice the right of any Party to protest or question the correctness thereof; provided, however, all bills and statements rendered to Parties by Operator during any calendar year shall conclusively be presumed to be true and correct after twenty-four (24) months following the end of such calendar year, unless within the said twenty-four (24) month period a Party takes written exception thereto and makes claim on Operator for adjustment. Failure on the part of a Party to make claim on Operator for adjustment within such period shall establish the correctness thereof and preclude the filing of exceptions thereto or making claims for adjustment thereon. No adjustment favorable to Operator shall be made unless it is advised within the same prescribed period. The provisions of this paragraph shall not prevent adjustments resulting from a physical inventory of the Property as provided for in Section V. Operator shall be allowed to make adjustments to the Project Account after such twenty-four (24) month period if these adjustments result from audit exceptions outside of this Agreement, third party claims, or Government requirements. Any such adjustments shall be subject to audit within the time period specified in Section 1.8.1.

1.8.6

All adjustments resulting from an audit agreed between the Operator and the Non-Operator conducting the audit shall be reflected promptly in the Project Account by the Operator and reported to the Non-Operator(s). If any dispute shall arise in connection with an audit, it shall be reported to and discussed by the Parties, and, unless otherwise agreed by the parties to the dispute, resolved in accordance with the provisions of Article XVII of the Agreement. If all the parties to the dispute so agree, the adjustment(s); may be referred to an independent expert agreed to by the parties to the dispute. At the election of the parties to the dispute, the decision of the expert will be binding upon such parties. Unless otherwise agreed, the cost of such expert will be shared equally by all parties to the dispute.

1.9.1

Allocations

If it becomes necessary to allocate any costs or expenditures to or between Operations and any other operations, such allocation shall be made on a countable basis. For informational purposes only, Operator shall furnish a description of its allocation procedures pertaining to these costs and expenditures and its rates for personnel and other charges, along with each proposed Work Program and Budget

2.6.2

The cost of services performed by Operator’s Affiliates technical and professional staff not permanently located within Ghana, shall be charged at the rates generally used by Operator’s Affiliates for such personnel and represent the Operator’s Affiliates actual cost for that employee or type of employee. These rates shall include all costs incidental to the employment of such personnel but do not include transportation and living expenses which they may incur for the performance of such work. Such expenses shall be charged separately.

As early as possible, the Operator shall provide the Non-Operator with the rates referred to above for each annual year. Estimated rates will be used during the calendar year which will be retrospectively adjusted to actual rates within three (3) months of the end of the Operator’s Affiliates financial year, if necessary.

Examples of such services include, but are not limited to, the following:

·

·

·

·

·

·

·

·

·

·