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SUMMARY TITLE I 9 GENERAL PROVISIONS 9 CHAPTER 1 ER : DEFINITIONS 9 Article 1 st : Definitions 9 CHAPTER II : C ADRE J URIDIQUE MINING ..... ............................................. ..................................

...... 15 Article 2: Purpose of the Law 15 Article 3: State Property 15 Ar ticle 4: Promotional Areas 15 Article 5: Areas of strategic reserves ......... .................................. ............................................. ..... ...... 16 Article 6: Area of Enforcement ............................... ......... .................................................. ....... 16 Articl e 7: Reference to other codes 16 Article 8: Conflict of Interest 16 C HAPTER III: C ADRE INSTITUTIONAL MINING ............................................ ...... ............................... 17 Article 9: Main structures of govern ance in the mining sector ........................................ .... 17 Art icle 10: Ways to Support structures for good governance in the mining sector 17 CHAPTER IV: CLASSIFICATION OF ACCOMMODATION DE SUBSTANCES MINERA L ....................................... 18 Article 11: Legal Regime 18 Art icle 12: Careers 18 Article 13: Mining 18 Article 14: Change in classificati on ............................................ ................................ .................. .... 18 CHAPTER V : RIGHT DE SE DELIVER A O F OPERATIONS MINING OR DE CAREERS 19 Article 15: The right of person s 19 Article 16: Right of the State 19 Article 17: Acts conferring the right to conduct mining activities ...................................... ..... 19 Article 18: Mining Convention 20 TITLE IL: MINERAL SECURITIES AND OTHER APPROV ALS .......................................... ....... 21 CHAPTER I: SECUR ITIES MINING 21 SECTION 1: PERMIT DE SEARCH 21 Article 19: Rights and duties conferred 21 Article 20: Number of permits 21 Article 21: Size an d shape 21 Article 22: Award 21 Article 23: Validity 22 Article 24: Renewa l 23 Article 25: Extension 24 Article 26: Program and early work ........... ............................... ................................................ .. 24 Article 27: Free disposal of products .................................. ......... .................................................. ....... 24 SECTIO N II: PERMIT OPERATING 25 Article 28: Rights Conferred 25 Article 29: Size and shape 25 Article 30: Award 25 Article 31: Indemnification of the in ventor 27 Article 32: Validity 28 Article 33: Renewal 28 Article 34: Comme ncement of mining operations ......................................... ......... ......................................... ... 28 SECTION III: CONCESSIONS MINING 29 Article 35: Rights Conferred 29 Article 36: Area 29 Page 3 Article 37: Award 29 Article 38: Indemnification of the inventor 31 Ar ticle 39: Validity 32 Article 40: Renewal 32 Article 41: Commencement of min ing operations ......................................... ....................... ........................... ... 32 CHAPTER IV: AUTHORIZATION MISCELLANEO US 32 SECTION 1: AUTHORIZATION DE RECOGNITION ........................ ......................... ................................... 32 Article 42: R ights conferred and obligations ........................................... .... .............................................. ....... 32 Article 43: Award 33 Article 44: Free disposal of products ....................................... .... .................................................. ....... 33 Article 45: Validity and renewal 33 SECTION II : AUTHORIZATION DE SEARCH OF CAREERS ................................................. ............... 33 Article 46: Rights Conferred 33 Article 47: Award 33 Article 48: Validity 34 Article 49: Waiver 34 Article 50: Withdrawal 34 SECTION III: AUTHORIZ ATION OPERATING CRAFT ................................................. .... .......... 34 Article 51: Scope 34 Article 52: Areas reserved 34 Article 5 3: Persons authorized 34 Article 54: Award 35 Article 55: Supervision 35 A rticle 56: Rights Conferred 35 Article 57: Area 35 Article 58: Rights establ ished 35 Article 59: Approval for the marketing of gold, diamonds and other ma terials valuable in the country. 36 Article 60: Exports of gold, diamonds and other precious materials ....................... 36 Article 61: Detention and sale of artisanal gold ....................................... ................. ................................. 36 Article 62: Detention and sale of diamond

s and other precious materials ........................ 37 Article 63: Validit y and renewal 37 Article 64: Rehabilitation sites 37 SECTION IV : AUTH ORIZATION OPERATING DE CAREERS ........................................... ...... ......... 37 Article 65: Application 37 Article 66: Categories of car eers 37 Article 67: Rights Conferred 38 Article 68: Relations with the lando wners ........................................ ................................ 38 Article 69: Award 38 Article 70: Validity 39 Article 71: Provisions of general application .......................................... ................. .............................. 39 Article 72: Offences 39 Article 73: Openin g of public life ........................................... ................... ............................... .... 40 CHAPTER III: OF PROVISIONS COM MON TO SECURITIES MINING AND AUTHORIZATION MISCELLANEOUS 40 Articl e 74: Prior Rights 40 Article 75: Overlay of mining permits and authorizations ......................................... .................. 40 Article 76: E ntry into force 41 Article 77: Renewal 41 Article 78: Extension 41 Article 79: Refusal to renew 41 Article 80: Delimitation and demarcation 41 Article 81: Reports 42 Article 82: End of mining titles 42 Page 4 Article 83: Option of facilities and buildings at the end of mining titles . 42 Article 84: Waiver 43 Article 85: Effective Date of the waiver ........ ................................ ............................................... ... ........ 43 Article 86: Scope of the Waiver 43 Article 87: Force Majeure 43 Article 88: Withdrawal of mining titles 44 Article 89: Termination of th e rights and obligations of the holder ........................................ ........................ 46 Article 90: Transfers, transmissions and leases .. ........................................ .................................. 46 Article 91: Registration of Transfer documents and transaction processing finan cial 48 CHAPTER IV : CONDITIONS OBTAINING A TITLE MINING OR A LEAVE. 48 Article 92: Duty to comply 48 Article 93: Disability 48 Arti cle 94: Solidarity 49 CHAPTER V : GUARANTEES GENERAL 49 Article 95: Freedom Terms 49 Article 96: No discrimination 49 PART III: PROVISIONS RELAT ING TO GROUND WATER AND COTTAGES Geothermal 49 CHAPTER I : SEARCH AND OPERATION ................................................. .................. ............................ 49 Article 97: Right to engage in research and op erations ................................... ..................... 49 Article 98: Use of groundwater and thermal deposits .................................... .... ............... 50 Article 99: Research Permits 50 Article 100: Licence of Occupation 50 Article 101: Exploitation of groundwater and geothermal depo sits .................................. 50 Article 102: Scope 51 CHAPTER I I: PLANS LEGAL 51 Article 103: Legal Regimes 51 TITLE IV: RIGHTS AND OBL IGATIONS ATTACHED TO PURSUE MINING AND QUARRY 51 CHAPTER I : GENERAL 51 Article 104: Exploitation of national mineral resources ...................... .................... ............... 51 Article 105: Election of domicile 51 Article 106: Compensation for injuries and damages ............................ .............. ..................... 52 Article 107: Preference for Guinean co mpanies ........................................... ............................ ... 52 Article 108: Employment of staff 52 Article 109: Staff Training 54 CHAPTER II: AREAS CLOSED, PROTECTED OR PROHIBITED In THE RECOG NITION In THE SEARCH AND In OPERATION OF MINES ....... .......................................... ..................................... ..... 55 Article 110: Closed Areas 55 Article 111: protected areas and prohi bited ........................................... .............................. .................... .. 55 Article 112: Protection Zone 56 Article 113: expa nded Security Zones 56 Article 114: Compensation 56 CHAPTER III : RELA TIONS OF HOLDERS DE SECURITIES MINING BETWEEN THEM WITH STATE, WITH THE THIRD AND WITH THE COMMUNITIES LOCAL ................. ................................ .................... 56 SECTION I : OF RELATIONS BETWEEN MINES NEIGHBOR ....................................... .......... .............................. 56 Article 115: Works of common inte rest 56 Article 116 Liability 57 Article 117: Exceptions 57 Article 118: B

order Strip 57 Article 119: Disputes not resolved 57 SECTION II: OF RE PORTS WITH STATE 57 Page 5 Article 120: Special Permissions 57 Article 121: Creation and ownership of infrastructure .......................................... .................. 58 Article 122: Compliance with international commitments of the State ....... ................................ ........... 58 SECTION III : OF REPOR TS WITH THE THIRD ................................................. ...... ........................................ 58 Article 123: Rights of owners 58 Article 124: Compensation 59 Article 125: Public Utility 59 Article 126 Lia bility, damages and repairs .......................................... ......... .................. 59 Article 127: Authorization to third parties and not repa ir ......................................... ................................... . 60 SECTION IV : OF REPORTS WITH STATE AND THE THIRD ...... ........................................... ....................... 60 Article 128: Use of infrastructure 60 Article 129: Building Materials 60 SECTION V: OF RELATIONS BETWEEN THE HOLDER AND THE COMMUNITIE S LOCAL ...... 61 Article 130: Development ................................. ......... community ............................ 61 Article 131: Closing the o perating 61 CHAPTER IV : PROVISIONS SPECIFIC APPLICABLE TO SUBST ANCES RADIOACTIVE 62 Article 132: Scope 62 Article 133: Special conditions 62 Article 134: Obligation to declare 62 CHAPTER V : DE OPERATION OF RELEASE OF MINES ................................................. ... ............... 63 Article 135: Prior Authorization 63 Section 136 Plan 63 CHAPTER VI : OPERATIONS DE TRANSPORT DE TREATMENT OR DE PRO CESSING DE MARKETING AND INSURANCE ..................................... .......... ................................................. 63 Article 137: T ransport law 63 Article 138: Right Marketing 63 Article 139: Right Transform ation 64 Article 140: Obligation to comply with the Insurance Code ........... ............................ .... 64 Article 141: Declaration 64 CHAPTER V II : DE ENVIRONMENT AND DE THE HEALTH ............................ ..................... ....................... 65 Article 142: General 65 Art icle 143: Protection of the environment and health ............................. ......... ............................ 65 Article 144: Closure and rehabilitat ion sites ....................................... farms .......... 67 CHAPTER VIII : DE HYGIENE AND DE THE SAFETY THE WORK ............... .................................. ....... 68 Article 145: Obligation regulato ry ............................................ ................................ .................. ..... 68 Article 146: Case deficiency 68 Article 147: Pro visions under eighteen (18) years .................................... ......... ... 68 Article 148: Use of explosives for civil use .......................... ............... ........................................ 69 Article 149 Specia l Provisions for Environment, Health and Security 69 CHAPTER IX : DE T HE PARTICIPATION DE STATE, THE TRANSFORMATION ON PLACE OF RESOURCES MINERAL AND THE PROMOTION DE ACTIVITY MINING ......................................... 69 Article 150: State involvement 69 Article 151: Facilitating administrative procedures by the CPDM ...................................... 70 Article 152: Mining Inv estment Fund .......................................... ........................ ......................... 71 CHAPTER X: TRANSPARENCY AND FIGHT AGAIN ST THE CORRUPTION IN THE SECTOR MINING 71 Article 153: Obligation to identify the owners ......................................... ............... ..................... 71 Article 154: Prohibits payment of bribes bribes by co mpanies ................................... .... 72 Article 155: Code of Condu ct 72 Article 156: Monitoring Plan against Corruption ........................ ................. ............................... 73 Article 157: Penalties-ba ck title 73 Page 6 Article 158: Prohibition of acts of bribery to persons holding public or e lective 74 TITLE V: FINANCIAL PROVISIONS .....................................

....... .................................... 74 CHAPTER I : RIGHTS AND CHARGES MINING ................................................. .......... ......................... 74 Article 159: Fixed Fees 74 Section 160: Fees su perficiary 74 CHAPTER II : TAXES MINING 75 Article 161: Tax ........ .................................. mineral substances .......................... .................... 75 Article 162: Tax quarry substances ................... ...................... ........................................ 77 Article 163 : Export tax on production artisanal gold and diamond ............... 77 Artic le 164: Export tax on industrial production and the semi-industrial Diamond 78 Article 165: Distribution of different budgets ................................ ........... ........................................ 78 Article 166: Categoriz ation of goods to be imported by the mining companies and their direct subcontra ctors 78 Article 167: Procedure for approval lists for different categories .. ................... 79 Article 168: Different phases of activities of mining c ompanies ....................................... ........ 79 CHAPTER III : BENEFITS TAX AND CUSTOMS EN PHASE DE SEARCH ................... .... 79 Article 169: Exemption from VAT and income taxes ..................... ................ ............ 79 Article 170: Reporting requirements 80 Arti cle 171: Withholding tax on wages ...................................... ....... ............. 80 Article 172: Customs Duties 81 CHAPTER IV : BENEFITS TAX AND CUSTOMS EN PHASE DE CONSTRUCTION DE THE MINE 81 Ar ticle 173: Exemption from VAT and other taxes .................................. ..... ............................ 81 Article 174: Exemption of customs duties .......................................... .................................... ......... 82 CHAPTER V : BENEFITS TAX AND CUSTOMS EN PHASE O PERATING ..................... 82 Article 175: Exemption from income taxes ... ...................................... ...................................... 82 Section 176: Taxation on Income and other taxes ............................. ........... ....................... 83 Article 177: The benefits of deductible expenses .......................................... ........................... ....... 83 Section 178: Provision for rebuilding deposit ..................... .................... ........................ 84 Article 179: Customs duties f or processing equipment on site ............ 84 Article 180: Customs duties fo r mining equipment ..................................... . 85 Article 181: Per sonal Effects .......................................... expatriate staff ...... .......................... 85 CHAPTER VI : STABILIZATION OF SCHEMES TAX AND CUSTOMS ........................................... 85 Article 1 82: Application of the stabilizing mineral substances .......................... .............. . 85 Article 183: Application of stabilizing substances career ................................. 86 CHAPTER VII: REGULATORY OF CHANGE S ................................................. ............................ ........ 86 Article 184: Opening accounts in currencies ...................... .................... .............................................. 86 Article 185 Guarantees transfer 86 Article 186: Import and export of precious materia ls Declaration ................. 86 CHAPTER VIII : OTHER PROVISIONS ACCOUNTING AND ECONOMIC ..................................... 87 Article 1 87: National Accounts and audit .......................................... ..... ............................................. 87 Article 188: Expenses incurre d by the State ......................................... ....................... ........................... ..... 87 Article 189: Investment Research ........ .................................... ........................................... ...... 87 TITLE VI OF THE ADMINISTRATIVE AND TECHNICAL SURVEILLANCE ACTIVITIES MINING 88 Article 190: Administrative and Technical Supervision ............. .............................. ............................... 88 Article 191: Financial Monitoring 88 Article 192: quantitative and qualitative control of products ......................................... ........................ 89 Article 193: Conservation of Geological and Mining documentation .............. ...................... 89 Page 7 TITLE VII: DECLARATION OF EXCAVATION AND GEOPHYSICAL SURVEYS AND GEOTECHNI

QUE 89 Article 194: Obligation to declare 89 Article 195: Confidentiality of information ........................................... ....................... ......... 90 Article 196: Right of access 90 Section 197: Disclosure and dis covery .......................................... ....... 90 Article 198: Obli gation to sample analysis by the Laboratoire National des Mines 90 Article 199 : Dangers and accidents 91 Article 200: Completion 92 PART VIII: CRIMINAL PR OVISIONS ............................................ .......................... ................ 92 Article 201: Disputes 92 Article 202: Reports of the Nat ional Directorate of Mines ........................................ ............ ......... 92 Article 203: Public Action 92 Article 204: Establishment of off enses and proceedings ........................................ ................. .. 92 Article 205: Seizures, prosecution, searches and visits ................ ........................ ............................ 92 Article 206: The fals ification 93 Article 207: Lack of authorization to operate ................... ..................... .................................................. ....... 93 Article 208: Fault reporting 93 Article 209: Violations of protection zo nes and safety ....................................... ............... 94 Arti cle 210: Acts of sabotage, destruction and assault ............................. ........ ............... 94 Article 211: Other violations 94 Article 212: De tention of fraudulent precious materials ....................................... ... ............... 94 Article 213: Violation of the provisions of this Code r elating to the payment of bribes of wine 95 Article 214: Indexing fines ...... .................................... ........................................ 95 Article 215: Penalties under other codes .................................... ..... ................................. 95 Article 216: Update and publication of settlement penalties ...................................... ...... 95 TITL E IX: MISCELLANEOUS, TRANSITIONAL AND FINAL ......................... 96 Secti on 217: Rules applicable to previous titles .................................... ...... ................................... 96 Article 218: Transitional health ......................................... ............................. 96 Ar ticle 219 Settlement of disputes 97 Section 220: Repeal of previous provisions ........................................... ............................... 97 Article 221: Publication in the Official Journal ............................. .............. .................................................. ... 97 Page 8 Republic of Guinea Work Justice and Solidarity THE NATIONAL COUNCIL OF TRA NSITION (CNT) The Act / 2011/006 / CNT Wearing the Mining Code Republic of Guine a The National Transition Council Given the Constitution; Having deliberated in its Plenary Session September 09 2011 adopted; THE PRESIDENT OF THE REPUBLIC ENA CTED THIS LAW CONTENT FOLLOWS: Page 9 9 TITLE I GENERAL PROVISIONS CHAPTER 1: DEFINITIONS Article 1 st : Definitio ns For the purposes of this Act, the term: Buyers: natural or legal persons of G uinean nationality or foreign holding a counter Purchase Diamond or Purchase Bur eau Accredited gold. Mining: any reconnaissance, research or operating mineral s ubstances; Administration: all Administration of the Republic of Guinea. Mining Administration: Ministry of Mines and all of its services central and / or decen tralized. Collecting agents: individuals of Guinean nationality authorized colle ct and buy from producers of gold, diamonds and other gems from artisanal mining to sell the counters of Purchase diamonds or offices Chartered Purchase for gol d. Permanent staff (Special Agents): Mining Engineers or Engineering Geologists, judicial police officers (Commissioners of Police or Constable) Amodiation: a l ease for a fixed or indefinite period without power sub-lease of all or some of the rights to an operating authorization career, a semi-industrial or industrial mining exploitation permit or a mining concession for a fee agreed between the lessor and the lessee. Environmental audit approach aimed at the understanding o measu f the situation of a business, site or exploitation under the environment: re and analyze the potential impact of the activity and methods Operating used o n any aspect of the environment, assess compliance methods of operating the requ irements imposed by the legislation, regulatory and contractual commitments, tak

e stock of the impact of the activities previously undertaken on the site, then either prescribe measures reclamation site, or check compliance measures taken o r to be taken in relation to the requirements legal, regulatory and contractual Page 10 10 National Bank of geological data: bringing holdings, after examination, i nterpretation and input all information relating to the work excavation and reco nnaissance soil and national basement (geophysics, geochemistry, geology, hydrog eology, etc.). BNE: National Bureau of Expertise Diamond, Gold and Precious Mate rials Mining Registry: Public Register containing the directory of all mining cl aims and of matching their career mapping to locate on the national territory Pr omotion Centre and Mining (CPDM) Development: Single Window under the Ministry o f Mines and serves as an interface between Investors and management. Mining Code , this Act and its implementing regulations National Commission for Mines commis sion composed of representatives of State and other parts of the nation responsi ble to participate on the basis of provisions of the Mining Code, to review appl ications for the granting, renewal, transfer, extension and withdrawal of mining titles. Technical Committee Titles: Internal Administration Committee responsib le mining instruct the application files for the granting, renewal, extension an d extension and records withdrawal of the titles prepared by the CPDM. Mining co ncession mineral title on a defined area by geographic coordinates, granted by d ecree of the President of the Republic authorizing the holder to operate a publi c domain having been discovered Field whose evidence is substantiated by a feasi bility study which operation requires work and investment of importance particul ar. Local Development Agreement: agreement between the holder of a operating and surrounding communities, including in particular the provisions relating to the health and education of local people and the implementation of economic project s and social vocation; Mining agreement: contract defining the rights and obliga tions of the parties concerning tax legal, financial, technical,,, administrativ e, social and environmental applicable to a concession mining. Date of first com mercial production of the first two dates following the date on which the mine r eaches a continuous period production sixty (60) days over 30% of its production capacity as qu'tablie in the feasibility study or feasibility report, which was notified the Minister in charge of Mines and Trade after the reasoned opinion an d Page 11 11 certified by the competent authorities, or the date of the first shipment for commercial purposes. Direction: National Directorate of Mines and the Natio nal Directorate of Geology and all structures engaged in the same or similar fun ctions. Environment: all natural and human conditions determining the living env ironment in a given ecosystem and including the area and population. State: Repu blic of Guinea, or any entity owned or which it controls capital and duly acting in his place. Environmental and Social Impact: document with analysis the initi al state of the site and its natural and human environment, the statement of pro posed measures to eliminate, reduce and / or offset the consequences damaging ab out Environment and estimation of spending relevant and the presentation of alte rnatives and why, from the point of view of environmental protection, mining act ivity is considered possible. Operator: a concession, a license or a authorizati on to open quarries. Operating all the work by which substances extracted minera l or career to have for utility and / or business. Artisanal exploitation: explo itation whose activities consist in extracting and concentrate minerals and reco very of marketable products by manual methods and traditional methods. Industria l exploitation: exploitation whose activities consist in extracting and concentr ate minerals and recovery of marketable products by modern mechanized methods an d processes. Mining: A combination of the extracted reserves and prepared and mi nerals slaughtered, ground infrastructure and in the basement, works the ground and in the basement, ground facilities and in the basement, the buildings, equip ment, tools and inventory, as well as all elements intangible attached to it; Ex ploration: Implementation of geological and geophysical studies on structures an d subsurface geology, evaluation by work excavation, boring and drilling, analys is of the physical and chemical attributes minerals and examining the economic f

easibility of developing and to production of a deposit. Extension: all work or all acquisitions contributing to increased production according to the regulatio ns. Page 12 12 Extraction: all work to remove the soil and subsoil of minerals or career . Local Development Fund (LDF) Fund powered by contributing to local development to finance community projects As part of the implementation of the Convention o f Local Development. Force majeure means any event, act or circumstance that is unpredictable and out control or the control of a Party and which impedes or pre vents performance by such Party of its legal or contractual obligations. Field: all natural cottage economically minerals exploitable. Cottage: all natural mine ral concentration for which the profitability of operation is not yet proven. Ge othermal deposits: deposits of natural minerals at high or low temperature and w hich can extract energy in thermal form, including through warm water and soil v apor they contain. Government: Government of the Republic of Guinea. Dumps, teri ls mining and quarrying waste any discharge, cuttings, mining and quarrying wast e. Hint: while some information, directly controlled, the existence of a point i n a mineralization Inventor: holds an exploration permit that made ??the discove ry of a deposit a mineral substance on its title and the authorized scope, Maste rs: Individuals of Guinean nationality authorized to operate handmade diamond an d other gems or gold. Mine any place of exploitation of mineral substances, or u nderground sky, including facilities and movable and immovable property allocate d to operations. Ore: mineral from a deposit. Minister: The Minister in charge o f the Department of Mines and Geology. Semi-industrial operation or operations: mining small permanent, with a minimum of fixtures, using state art, process-mec hanized and manual. Parts: holder of a mining or quarry and the State Page 13 13 Mining permits: mineral title on a perimeter defined by geographic coordi nates, granted by order of the Minister in charge of Mines authorizing the holde r to operate a public domain having been discovery of economically mineable. Env ironmental Management Plan: A document set at the end of the study impact on the environment and in part, which includes commitments the holder of the mining ti tle for the protection of the environment on the entire tax base of mining prope rty. These obligations apply to all actions that the holder of the mining title will implement to prevent, reduce, remove or offset the adverse effects of minin g activities on the environment and the health of local populations of mining pr operty. Gain on sale: gain resulting from the difference between the sale price or the value of transmission capacity and the cost of investments in the mining title. In the case of exchange or share transfer, the gain is calculated on the basis of the value of the shares. Processed product: product from the chemical o r physical transformation the mineralogical structure of the mineral-enriched ca rrier element. Prospecting: systematic process of searching for a deposit minera l delimiting promising areas. The assessment is based on interpretation of geolo gical, geochemical and geophysical results. Provision for recovery of deposit: t ax provision that allows mining company evade taxes a portion of its earnings pr ovided reuse the corresponding sums to perform work search Search: all investiga tions surface or subsurface and depth in order to discover or highlight all accu mulations of minerals, to define and evaluate the importance and possibilities o f exploitation. It includes work geological, geophysical, geochemical, laborator y analyzes and tests treatment. Recognition: all limited to surface operations w orks, subsurface, for highlight indices mineralization. Rules mining art: techni cal requirements and operating procedures for more of the potential of the depos it, as well as to maximize productivity and safety conditions, both industrial a nd public, and protection of environmental Rehabilitation: good discount former operating sites under the conditions stable security, rural productivity, close visual aspect of their condition adequate and acceptable by the original adminis trations of Mines and Environment Page 14 14 Releases of Mines tailings embankment or from mining or any solid or liqu id residue from the treatment or mineralogical metallurgical. Renewal: renewal o

f a mining title. Mineral Resources: Mineral concentration of natural materials, solid, inorganic or fossilized crust in whatever form, quantity, grade or quali ty. Reserves: parts of measured and indicated resources that can be exploited ec onomically under market conditions at the time of the estimate. The reserves are divided into proven and probable Proven Mineral Reserves: economically mineable part of measured mineral resource demonstrated by a feasibility study. The stud y must include adequate information on mining, processing, metallurgical, econom ic and other relevant factors demonstrating it is possible to justify economic e xtraction at the time of writing report. Probable Mineral Reserves: economically mineable part of Indicated resources and, in some cases, measured, demonstrated by at least a preliminary feasibility study. The study must include adequate in formation on mining, processing, metallurgical, economic and other relevant fact ors that demonstrate , at the time of writing the report to justify economic ext raction. Major risk or Any event that may occur due to the nature rights and cou ld cause damage, not limited to the scope of the title mining, or the validity o f this title, Subcontractor means any natural or legal person, separate the hold er titles, running on behalf of the holder of the mining title and in its respon sibility, a work that part of the main activities thereof. Minerals: any natural substance amorphous or crystalline solid, liquid or gas, as well as fossilized organic substances and deposits geothermal. Treatment: activity concentration an d enrichment of ore extracted is designed to make the product marketable or to i mprove its quality. Mining permits and authorizations: Records of the mining adm inistration conferring rights recognition, exploration and exploitation of subst ances mining and quarry substances. Page 15 15 Third: any natural or legal person other than the Contracting Parties and the Affiliates. Transfer: transfer of a mining right or license by sale, merger or transmission by inheritance. Valuation: processing operations, an all-comers as it is extracted, concentrated to provide a product known as meeting requirem ents of levels as dimensions of the elements of impurities that moisture content , etc.. CHAPTER II: Legal Framework of the mining sector Article 2: Purpose of t he Law Regulate the mining of this Act relating to the Mining Code is to view pr omote investment and a better understanding of soil and sub- soil of the Republi c of Guinea. It aims to promote research and exploitation mineral resources to f oster economic development and office of Guinea. It also aims to promote a syste matic management and transparent mining sector that guarantees economic and soci al benefits sustainable the Guinean people in the partnership mutually advantage ous to investors. Article 3: State Property Mineral and fossil substances in the basement or in existing surface and groundwater and geothermal deposits are on territory of the Republic of Guinea and in the exclusive economic zone, the prop erty of the State and can not be subject to this Act, the Land Code and Domanial , that any form of private ownership. However, holders of mining rights acquired ownership of substances extracted. Rights substances constitute a separate prop erty that the surface. Article 4: Promotional Areas It is established in the Rep ublic of Guinea Promotional Zones within which a national public operator (The a dministrative entity and Management Mining Heritage), the National Directorate o f Geology, the Geo-services or public service equivalent) directly or indirectly will produce prospecting results will be made ??available to the public accorda nce with the Mining Act. Page 16 16 Article 5: Areas of strategic reserves It is established in the Republic of Guinea zones strategic reserves to be subtracted from all mining and subject areas or promotional or allocation of mining titles. These areas are defined by the state to limit the overuse of short-term mineral wealth of the country. They will be allowed to search or mining lease to any company, public or private, an d no activity Mining can not be applied as long as they have that status. Articl e 6: Area of Application of the Act On the territory of the Republic of Guinea, as well as in the economic zone exclusive recognition, research, operation, owne rship, possession, traffic, trade and processing of mineral or fossil substances and the tax treatment of these activities are governed by the provisions of Thi

s Mining Code including text thereunder. Only do exceptions liquid or gaseous hy drocarbons within specific regimes defined in other laws. However, as part of it s strategic interests, the State may negotiate special agreements with bilateral partners (states) on setting value of its mineral resources. The State reserves the right to negotiate production sharing contracts with terms will be defined and attached to the research permit. Article 7: Reference to other codes The pro visions of this Act shall be without prejudice to those covered by Specific area s covered including the OHADA Uniform Acts, the Code of Public Health, the Envir onmental Code, the Water Code, the Code General of Taxes, the Customs Code, the Code and Registration stamp, the Labour Code, the Wildlife Code, the Code of Liv estock, the Code Domanial land and the Forest Code, the Pastoral Code, the Commu nities local, the Civil Code, the Penal Code and other codes whose provisions ma y apply directly or indirectly to the mining activity provided they are not cont rary to the provisions of this Code. Article 8: Conflict of Interest Members of the Government, officials of the Ministry in charge of Mines and Geology and oth er officials played a role in management of the mining sector can not have direc t financial interests, or indirect, in mining companies and their direct or indi rect subcontractors. They are required under penalty of sanctions, and declare t heir interests or to declared incompetent to participate in any decision affecti ng directly or indirectly on their interests. Page 17 17 Similarly, officers and agents of the mining companies can not, under pen alty of sanctions, have direct or indirect financial interest in the companies a contract directly or indirectly sub-contracting and / or other companies having a any financial interest with the companies in which they exercise as employee. Any subsidiary of the owner or shareholder thereof shall make a declaration of identity prior specifying the nature of the relationship in any submission to ec onomic and financial challenge for mining companies in Guinea. Chapter III: In stitutional framework for mining Article 9: Main structures of governance in the mining sector Governance of the mining sector is provided by the agencies and s ervices central and decentralized forming the mining administration. These inclu de: 1. The National Directorate of Geology; 2. The National Directorate of Mines ; 3. The National Bureau of Expertise Diamonds, gold and other materials Preciou s (BNE) 4. The Centre for the Promotion and Development of Mining (CPDM) 5. The Office of Research and Strategy (BES); 6. Brigade Anti Fraud of Precious Materia ls; 7. Guinean Mining Heritage Society (SOGUIPAMI). The responsibilities, compos ition, organization and operation of such services are fixed by Decree of the Pr esident of the Republic. There is established the National Commission of Mines a nd Technical Committee of Securities whose powers, organization, composition and functioning are determined by Decree of the President of the Republic. Article 10: Ways to Support Structures to good governance mining The structures responsi ble for the governance of the mining sector have a adequate budget, the necessar y equipment and personal integrity and competent to fulfill the responsibilities which they are responsible. Page 18 18 CHAPTER IV CLASSIFICATION OF ACCOMMODATION OF SUBSTANCES MINERAL Article 11: Legal Regime Natural mineral deposits and fossil other than oil liquid or ga seous, are classified with respect to their legal status, and careers in mines. Quarries and mines are a separate property owned by the soil and are a particula r public domain. Article 12: Careers Are considered careers, bed material constr uction, materials for the ceramic industry, amendment materials, salt gem, and s imilar substances, with the exception of phosphate, nitrate, alkali, salts and o ther partners in the same deposits. Peatlands are also classified as careers. Ar ticle 13: Mining Are considered mines, deposits of all minerals not classified i n quarries, with the exception of liquid and gaseous hydrocarbons. These mineral s are called mineral substances and are divided into distinct categories: Catego ry 1: bauxite and iron; Category 2: precious materials: gold, platinum, diamonds , gems; Category 3: Metal materials: base metals and minor metals; Category 4: N on-metallic substances; Category 5: radioactive uranium, thorium and their deriv atives; Category 6: mineral and thermal waters. Article 14: Change in classifica

tion At any time, an order made ??by the Minister of Mines, possibly on request of the holder of a mining title, may, at a given date, passing the class of mine s, substances previously classified careers. Some mineral substances may, depend ing on the purpose for which they are intended, be used as quarry products withi n the limits of an authorization issued therefor. Page 19 19 CHAPTER V: RIGHT TO ENGAGE IN OPERATIONS MINING AND QUARRY Article 15: Th e right of persons Can make the recognition of clues, looking for mineral substa nces or career, in terms of this Act, all persons natural or legal with the tech nical and financial capabilities necessary to carry out these activities. Can ex ploit mineral substances or careers, in terms of this Act: any person or entity, public or private under Guinean law supporting the technical and financial capa city to undertake operation sought; any natural or legal person duly Guinean nat ionality authorized to engage in a semi-industrial and artisanal mining. A Decre e of the President of the Republic specifies the content of what is meant by "Te chnical and financial capacity." Can obtain mining or quarrying, persons or comp anies subject to international sanctions or criminal investigations related to f raud, corruption or money-laundering. Article 16: Right of the State The state c an engage on his own account to any mining operation or career either directly o r via the administration and management entity Mining Heritage acting alone or i n combination with others in the mining sector. Unless special derogation, when the State undertake or undertake on behalf of mining activities, it is still sub ject to provisions of this Code, except for research activities undertaken under the authority of the Minister of Mines to improve knowledge geological territor y of the Republic of Guinea or for scientific purposes. Article 17: Acts conferr ing the right to conduct mining activities The right to engage in mining or quar ry operations can be acquired that under the mining rights and permissions as fo llows: Mining titles: Research Permit; Permit industrial and semi-industrial exp loitation; Page 20 20 Mining Concession. Permissions: Authorization recognition substances Mine s or Quarry; Authorization research careers; Authorization of substances artisan al mines or quarries; Authorization operating quarry substances (authorization p ermanent or temporary). The terms of management of mining titles and permits wil l be specified by mining regulations. Article 18: Mining Convention The mining c oncession for a period of twenty five (25) years accompanied mining agreement wi th the model laid down by decree. The mining agreement is valid for a maximum pe riod of twenty five (25) years. It can be renewed for further periods of ten (10 ) years. Mining Agreement is in addition to the provisions of the Code, but does not affect it. It specifies the rights and obligations of the parties and can g uarantee the proprietor, stability conditions offered to him, especially as taxa tion and exchange regulations as provided for in Chapter VII of Title V of this Code. In case of State participation in one or more mining operations or career with third parties, the nature and modalities of the participation of the state are specifically defined in advance in the mining agreement that accompanies the mining concession. The Minister in charge of Mines has the authority to sign th e mining agreement, after favorable opinion of the National Commission for Mines and with the permission of Council of Ministers. Within a period not exceeding seven (7) working days from the date of signing the agreement signed is then sub jected to the legal opinion of the Court Supreme. The agreement is then transmit ted to the Assembly for ratification National. After signing the agreement will be published on the official website of the Ministry of Mines. After ratificatio n, the Convention will be published in the Official Journal and website Ministry official in charge of Mines. Page 21 21 TITLE: MINERAL SECURITIES AND OTHER APPROVALS CHAPTER I: MINERAL SECURITI ES SECTION 1: RESEARCH PERMIT Article 19: Rights and duties conferred The explor ation license confers on the holder, within the limits of its scope and unlimite d depth, the exclusive right to explore the type of substance mining for which t he permit is issued. During the period of validity of research, only the holder

is entitled to an operating license or a mining concession for deposits set clea rly within the scope of the permit and that he had given Full results to date re search, surrendered to the State half of initial structure and the constitutive documents produced in accordance with Articles 30 and 37 of this Code. The explo ration license confers on the holder a right furniture, indivisible, non- transf erable and not subject to pledge and mortgage. Article 20: Number of permits For the same substance, a person may have 1-5 licenses search by area: Three (3) ma ximum allowed for bauxite and iron ore in the maximum of 1050 km 2 ; Five (5) ma ximum allowed for other substances within maximum of 250 km 2 for industrial use and 80 km 2 of semi-industrial exploitation. Article 21: Size and shape The are a for which the permit is granted is defined in Order institutif. It may not exc eed three hundred fifty (350) miles 2 for permits for industrial research bauxit e and iron fifty (50) miles 2 for research permits for the industrial exploitati on of other substances and sixteen (16) miles 2 for research permits to operate semi-industrial thereof. Article 22: Award The permit is granted by order of the Minister in charge of Mines on recommendation of the CPDM, after a favorable op inion of the Technical Committee of the Securities the applicant has submitted a n application meets the requirements of this Code and its implementing regulatio ns and have the capacity Page 22 22 technical and financial resources, as well as work commitments and expens es acceptable. The hearing of the application and the cadastral evaluation are p rovided by the CPDM. The technical and environmental assessment and the opinions related fall within the CPDM in connection with the Technical Committee of the Notes. The decision of approval or denial of the mining title, its notification and publication report to the Minister in charge of Mines. The terms of allocati on are as follows: For perimeters without geological information or information geological does not identify a deposit, "the first applicant has the capacity. " For schemes already surveyed, containing a known deposit or attracting the inte rest of several companies, the award procedure will be the competition by compet itive tender and transparent according to rules defined in the regulatory texts, and approved by the National Commission for Mines. The tender must be made ??in a maximum period of one year from the entry into force of the decree of Ministe r of Mines with reservation deposit to submit the tender. On the proposal of the Minister of Mines, a Decree of the President of the Republic opens the bidding. The exploration license for semi-industrial use will be granted exclusively to individuals of Guinean nationality, companies consist entirely of capital held b y Guinean nationals and countries reciprocating Guineans. The acts which involve the allocation, extension, renewal, transfer, the farmout, withdrawal or waiver of mining rights must be a publication in the Official Journal and on the websi te of the Ministry in charge of mines. The opening of the geographical research areas should be widely diffusion. The placing on the market, by tender, Perimete rs already surveyed, for the granting of a license must be published in at least two newspapers of general circulation, and that at least 45 days before the dea dline submission of bids. Article 23 : Validity Page 23 23 The license is granted industrial research for an initial period, the max imum of three (3) years. Permit semi-industrial research is granted for an initi al period, the maximum of two (2) years. Article 24 : Renewal The license renewa l of industrial research may be granted to the request of the holder and under t he same conditions as for the granting of the license to two (2) times for maxim um periods of two (2) years. The license renewal semi-industrial research may be granted to request of the holder and under the same conditions as for the grant ing of the permit, only once for a maximum of one year. Each of these renewals i s right if the licensee has satisfied all its obligations and if it proposes in its renewal application, a minimum work program adapted to the results of the pr evious period and representing a financial contribution at least equal to that s pecified in the order institutif. The return on each permit holder. The renewal package includes: For the first renewal: Copies of your twelve (12) quarterly re ports; All results and principally geological results geophysical, geochemical a

nd drilling accompanied by maps; the proposed plan of retrocession; documents ce rtifying compliance with the obligations under the act institutif; the work prog ram with a budget for the next period detailed work to achieve timing For the se cond renewal: copies of the eight (8) quarterly reports; All results and princip ally geological results geophysical, geochemical and drilling accompanied by map s; the proposed plan of retrocession; documents certifying compliance with the o bligations under the act institutif; the work program with a budget for the foll owing period; A detailed timeline of work to be done. At each renewal, the permi t area covered by research is reduced to half its previous scope. Returning to t he perimeter applicant to include in regular surfaces of the known deposits subs tances listed in the permit. Page 24 24 The area reverted to the state must be accessible to all development poss ible. The area reverted to form as far as possible one or compact blocks whose s ides are attached to one side of the perimeter title. The award records, renewal and withdrawal of securities will be treated the Technical Committee of the Not es. Article 25: Extension If at the end of the second renewal, the licensee did not research able to complete its feasibility study for justified reasons and ve rified by Administration Officer Mines, an extension whose duration can not exce ed one year, may be granted. If at the end of this extension period the holder o f the license does happen not always provide the feasibility study, said permit shall lapse and be canceled. Article 26: Program and start of work The order ins titutif permit sets the minimum program of research work will be executed by the Contractor during the period of validity of the license and the minimum financi al effort that will devote annually to its research during the period of validit y of the permit and its possible renewal. In this Indeed, it is established, for research permits, minimum expenditure km 2 whose amounts are set by the Mining Regulations. The holder of an exploration license shall begin within six (6) mon ths later than the date of issuance of the permit, work research within the scop e of the license and to continue with diligence and according to the rules of th e mining art. During this period of six (6) months, the licensee must complete t he transactions following after the declaration to the National Directorate of M activity reports and financial statements approved by administr ines early work: ation after a working visit at least three days in the scope of research by at l east a geologist hired by the holder or, alternatively, the airborne geophysical identification including at least three days overflights perimeter; the deposit of two copies of the approved Environmental Notice CPDM; transmission of Enviro nmental Notice to local authorities for information and explanation of mitigatio n and rehabilitation provided. Article 27: Free disposal of products Page 25 25 The holder of an exploration license has the right to free disposal of pr oducts extracts during its research and testing, provided that such work is not assume the character of mining operations, subject to making the statement to th e National Directorate of Mines and comply with all measures taken by the mining regulations concerning mineral substances extracted. SECTION II: LICENCE Articl e 28 : Rights Conferred The license entitles the holder, within the limits of it s scope and depth indefinitely, the exclusive right to recognition, research, op eration and disposal of mineral substances which it is issued. The license creat es in favor of the proprietor divisible property right and be leased. This right may pledged to secure borrowings of funds for operations. Article 29 : Size and shape The area for which the license is granted is defined in the institutif de cree. It is bounded on the basis of or deposits as defined in the study feasibil ity. The scope of the license must be located entirely within the exploration li censes which it derives. It may, in exceptional cases, cover several exploration licenses in the same holder and on the same substance, if the deposit includes parts of these permits. The perimeter of the operating license must be as simple as possible polygon the north-south and east-west sides and comprising a number of vertices limited to ten (10) unless otherwise specified. For dredging in bri ght bed, allowed on the river length can not exceed ten (10) miles for industria l and allowed five (5) miles to permit semi- industrial. Article 30: Award The s

emi-industrial or industrial license is granted right to company Guinean law, by decree of the Council of Ministers on the proposal of Minister in charge of min es, after a favorable opinion of the National Commission Mines, the licensee res earch have fulfilled the obligations it obligations under the Mining Code and ap plied in accordance with regulation, at least three months before the expiry of the period of validity of exploration license under which it is made. Page 26 26 The application of industrial or semi-industrial license must be accompan ied by a file as detailed in the mining regulations and comprising imperative, i nter alia each of the following: a copy of the exploration permit valid and proo f of payment of taxes and fees due; Report on the results of research regarding the nature, quality, quantity and location of the mineral resource identified; a retrocession plan accompanied by the results of research work and corresponding to half the previous area; a feasibility study including: a plan for developmen t and operation of the deposit including, others, coupled with environmental and social impact study results the public inquiry, a mitigation plan, and negative impacts enhance positive impacts and an environmental monitoring plan and inclu ding social health impact study and development plan Basic health approved by th e Evaluation Committee Health Impacts and Environmental (CEISE); Economic and fi nancial analysis of the project and the plan permitting or permits; Plans and es timates for industrial infrastructure Support a Guinean business plan for the cr eation and / or capacity building of SMEs / SMIs or companies owned or controlle d by Guinea for the supply of goods and services necessary for their activities and a plan to promote the use of Guinean which must comply with the minimum quot as set out in this Code; A detailed timeline of work to be done; a plan for comm unity development annexed to the Convention local development, which covers, amo ng others, the training aspects, medical, social, educational, road infrastructu re, water supply, electricity, the signing of this development agreement interve ne to obtain the title, and an architectural plan of the company's headquarters with a request allocation of land to the competent Administration, achieving sea t must necessarily be within a maximum of three years after the award of the lic ense to operate the iron ore, the bauxite, gold and diamonds. Page 27 27 Regarding holders semi-industrial operating permits, environmental obliga tions and those relating to Development Plan Community institutif be specified i n the act. The hearing of the application and the cadastral evaluation are provi ded by the CPDM. The technical evaluation and of the environmental and social im pact and the opinions thereto fall within the CPDM in connection with the Techni cal Committee Securities. The decision of approval or denial of the mining title , its notification and publication report to the Minister in charge of Mines. Th e assignment of an industrial or semi-industrial license leads the cancellation of the exploration permit within the scope of license operating. However, resear ch related to the operation can continue. In the this research, in case of disco very of a mineral substance other than that for which the license has been grant ed, the holder shall have the right preemption for its operation. This right mus t be exercised within maximum of eighteen (18) months from the date of notificat ion of such discovered in the state. In the absence of research permits valid fo r a deposit and set Obviously, the operating license is granted after the tender procedure competitive and transparent according to the rules defined in the reg ulatory texts. The tender is being implemented by the Technical Committee of Sec urities in connection with the National Commission for Mines. The acts which inv olve the allocation, extension, renewal, transfer, the farmout, withdrawal or wa iver of a license must be to be published in the Official Journal and on the off icial website of the Ministry in charge of mines. The placing on the market, by tender, Perimeters already prospected for the granting of an operating license m ust be published in at least two newspapers of general circulation, and that at least 45 days before the deadline submission of bids. Article 31: Indemnificatio n of the inventor If the license is issued to a person other than the inventor of deposit, the licensee shall pay him just compensation fixed as part of a pri vate business transaction. The allowance is intended to offset the costs actuall

y incurred by the inventor of the research carried out on the actual deposit und er a research permit. The inventor can not rely on this provision if not satisfi ed all its obligations under this Code. Page 28 28 Article 32: Validity The industrial exploitation permit is granted for a period of fifteen (15) years. The license of semi-industrial exploitation is gra nted for a period of five (5) years. Article 33: Renewal The validity of the s emi-industrial or industrial license is on request of the holder and under the s ame conditions as for the granting of the permit, repeated several times, each t ime for periods of five (5) years Furthermore, when the holder has performed the obligations imposed upon it when issuance or renewal of residence and those of this Code, its implementing regulations and specifications or mining convention. Article 34: Work begins operating The holder of a semi-industrial license is required to start development work and the operation within a maximum of six (6) months from the date of granting the permit. Commencing one year after the gran t date, it is subject to a penalty for late five (5) million GNF per month for t he first three months. This penalty will be increased by 10% per month compared to the previous month, effective fourth month of delay up until the 12th month o f delay. Two (2) years from the date of granting of semi-industrial license, if the owner has not set its operating license in accordance with the present Code and on the founding act, the State reserves the right to withdraw or cancellatio n of the title. The owner of an industrial license is required to start work dev elopment within a maximum period of one year from the date of grant the permit. Commencing one year after the grant date, it is subject to a penalty for late hu ndred thousand dollars per month for the first three months. This penalty will b e increased by 10% per month compared to the previous month, as the fourth month delay up until the sixth month of delay. Eighteen (18) months from the date of grant of industrial license, if the holder has not started the work in accordanc e with This Code, and on the founding act of the Convention, the State reserves the right to withdraw or cancel the title. The holder of a Mining Licence is req uired to deposit in the operating in the duration provided in the feasibility st udy and that, in the limit maximum of four (4) years from the date of granting t he permit. After this period, a late fee of $ 30,000 per month will be applied t o him. Page 29 29 The early development work is defined by the work commitment preparation, development and construction to a minimum is between 8 and 15% of the total inv estment. SECTION III: MINING CONCESSIONS Article 35: Rights Conferred The mining concession entitles its holder the exclusive right to his perimeter, unlimited depth, all operating fields work mineral substances for which the license is iss ued. The concession is a property right, divisible, and may be leased Mortgage t o secure borrowings of funds for operations. Article 36: Area The area for which the license is granted is defined in institutif act. It must correspond as clos ely as possible, the limits of / the deposit (s) as (s) set (s) in the feasibili ty study. The scope of the concession must be a polygon simple as possible, alon g north-south and east-west oriented. The issuance of the concession is the remo val of any license or prior to operating the area covered by the concession. Unl ess it is otherwise provided by institutif act of concession, the obligations th at weighed on the holder because of the exploration permit or operating license is reduced or expanded to take into account the reduction or the increase in the area covered by the license or permit operating. Article 37 : Award The mining concession is granted the right to a company by Guinean law decree of the Counci l of Ministers on the proposal of the Minister in charge of mines, after approva l by the National Commission for Mines, the holder of research permits have comp lied with the obligations under Mining Code. This request must be submitted at l east three months before the expiration of the period of validity of research un der which it is made. Are eligible for the scheme of the Mining Concession estab lished by this Code, investments in an amount equal to or greater than one (1) b illion dollars United States of America (U.S.). The application for a mining con cession must be accompanied by a file whose detailed in the mining regulations a

nd including all essential the following: Page 30 30 a copy of the exploration permit valid and proof of payment of taxes and fees due; Report on the results of research regarding the nature, quality, quant ity and location of the mineral resource identified; A retrocession plan accompa nied by the results of research work and corresponding to half the previous area ; a feasibility study including: a plan for development and operation of the dep osit including, among others, an environmental and social impact accompanied the results of the public inquiry, a mitigation plan negative and enhance positive impacts and impacts of a plan environmental and social monitoring including an i mpact study health and health development plan approved core the Evaluation Comm ittee of the Environmental and Health Impacts (CEISE); Economic and financial an alysis of the project and plan for obtaining necessary permits and approvals; Pl ans and estimates for the industrial infrastructure; Support a Guinean business plan for the creation and / or capacity building of SMEs / SMIs business owned o r controlled by Guinea to the supply of goods and services necessary for their a ctivities and promotion plan employment Guinean whose minimum must comply with q uotas specified in this Code; A detailed timeline of work to be done; a plan for community development annexed to the Convention Local development which covers, inter alia, the training aspects, medical, social, educational, road infrastruc ture, water supply, electricity, the signing of this development agreement inter vene to obtain the title, and an architectural plan of the company's headquarter s with a request allocation of land to the competent Administration, achieving s eat must necessarily be within a maximum of three years after the award of the c oncession for iron ore, bauxite, gold and diamond. The granting of a mining conc ession void permit research within the scope of the mining concession. Page 31 31 However, research related to the operation can continue. As part of this research, if discovery of a mineral substance in a category other than that for which the concession was granted, the holder shall have the right to preemption for its operation. This right must be exercised within a maximum period eighteen (18) months from the date of notification of the discovery to the State. The he aring of the application and the cadastral evaluation are provided by the CPDM. The technical evaluation and of the environmental and social impact and the opin ions thereto fall within the CPDM in connection with the Technical Committee Sec urities. The decision of approval or denial of the mining title, its notificatio n and publication report to the Minister in charge of Mines. A convention laying down rules for operating the concession was negotiated and signed in accordance with the provisions of Article 18 of this Code. In the absence of research perm its valid for a deposit and set Obviously, the mining concession is granted acco rding to the procedure of tender competitive and transparent according to the ru les defined in the Statutory Instruments. The tender is being implemented by the Technical Committee of Securities in connection with the National Commission fo r Mines. The acts which involve the allocation, extension, renewal, transfer, th e farmout, withdrawal or waiver a mining concession must to be published in the Official Journal and on the official website of the Ministry in charge of mines. The placing on the market, by tender, Perimeters already prospected for the gra nting of a mining lease shall be published in at least two newspapers of general circulation, and that at least forty five (45) days before the deadline for sub mission of bids. Article 38: Indemnification of the inventor If the license is i ssued to a person other than the inventor of the deposit, Dealer will pay him ju st compensation fixed under of private commercial transaction. The allowance is intended to offset the costs incurred by the inventor for the research work carr ied out on the actual deposit under research permits. The inventor can not rely on this provision if it has not met its obligations under this Code. Page 32 32 Article 39: Validity The mining concession is granted for a period of twe nty-five (25) years. Article 40: Renewal The validity of the license may, on the request of the holder and under the same conditions for granting the concession , including the filing of a new feasibility study be repeated one or more times,

each time for a period of ten (10) years when the holder has performed the obli gations imposed upon it in the founding title, acts of renewal, mining agreement , this Code and its implementing regulations. Article 41: Work begins operating The holder of a mining lease is required to start work development within a maxi mum period of one year from the date of grant of the concession. Commencing one year after the grant date, it is subject to a penalty for late two hundred fifty thousand dollars (U.S. $ 250,000) per month for three (3) first month. This pen alty will be increased by 10% per month from the month prior to the fourth month of delay up until the 12th month delay. Two (2) years from the date of grant of the mining concession, if the holder has not started the work in accordance wit h the provisions of this Code of institutif the act and agreement, the State res erves the right to withdraw or the cancellation of the title. The holder of a mi ning concession is required to deposit its operating in the duration provided in the feasibility study and that, in the limit of five (5) years from the date of the granting of the concession. After this period, a late fee of $ 150,000 per month will be applied to it. The early development work is defined by the work c ommitment preparation, development and construction to a minimum is ranging from ten percent (10%) and fifteen percent (15%) of the total investment. CHAPTER II : OTHER APPROVALS SECTION 1: APPROVAL OF RECOGNITION Article 42: Rights and duti es conferred The reconnaissance license entitles the holder in classified areas not as closed areas or not the subject of another mining title for the Page 33 33 same substance, the right to conduct reconnaissance of indices of one or more mineral substances. However, the holder of the authorization is required to submit the results of recognition to the state. Article 43: Award The reconnais sance license is issued by the National Director of Mines proposed by the CPDM, after consultation with the National Directorate of Geology at Applicants for re search permits in the areas referred to in Article 42, to except in areas referr ed to in Article 112 of this Code. Regarding the artisanal, individual card is P rospector issued to any person wishing to Guinean nationality prospecting minera ls by hand within a given prefecture. This card is authorized artisanal recognit ion. The terms of issuance and renewal of individual card prospector are set by regulation. Article 44: Free disposal of products The holder of a reconnaissance license has the right to free disposal of products extracted during research an d testing, provided that such work does not have the character of mining operati ons, subject to make reporting to the National Directorate of Mines and comply w ith all measures taken by the mining regulations concerning mineral substances e xtracted. Article 45: Validity and renewal The reconnaissance license is granted for a period of six (6) months more. It is renewable once for a period of six ( 6) months, if the holder has complied with its obligations under this Code and i ts implementing regulations. SECTION II: APPROVAL OF RESEARCH CAREER Article 46 : Rights Conferred Permission research careers gives its holder the right to sea rch all substances career on the area for which it is issued. It is not transfer able. Article 47: Award Permission career search is issued in the same form and permit conditions for the recognition of mineral substances. The exploration lic ense is issued careers by the National Director of Mines through its decentraliz ed services after a favorable opinion Technical Committee on Securities. Page 34 34 The area for which a permit is issued research careers not exceed the lim its of the province concerned. Article 48: Validity Permission research career i s issued for one year, renewable for two (2) more times per period not exceeding one year. Article 49: Waiver The holder of an exploration license careers may w ithdraw it at any time subject to inform the National Directorate of Mines. Arti cle 50: Withdrawal Permission research careers may be withdrawn at any time for failure communication of the results of investigation to the National Directorat e of Mines Through its decentralized services. SECTION III: LICENSING CRAFT Arti cle 51: Scope The artisanal applies to all mining and quarrying substances. Arti cle 52: Areas reserved Areas reserved for artisanal mining of precious substance s established by order of the Minister in charge of Mines. Neither the scope nor the terms exercise of rights arising from mining or quarry issued for industria

l or semi-industrial operation will not be affected by classification decisions among the areas reserved for artisanal all or part of the areas to which such se curities were issued, when these classification decisions are subsequent to the date of issue of the securities. Article 53: Persons authorized The granting of permission to artisanal mining is restricted to Guinean nationality of individua ls, legal entities whose capital is wholly owned by Guinean nationals or recipro cating Guineans. Artisanal mining is prohibited to shareholders and employees of companies mining, counter purchase and gold buying offices. Page 35 35 Article 54: Award The authorization for artisanal assigned to the areas r eferred to in Article 52 above, by order of the Minister of Mines on a proposal from the National Directorate of Mines to the persons referred to in Article 53 above. The hearing of the application and the cadastral evaluation is provided b y the Directorate National Mines. The technical and environmental assessment and the opinions thereon within the National Directorate of Mines in connection wit h the Technical Committee of the Notes. The decision of approval or denial of th e mining title, its notification and publication report to the Minister in charg e of Mines. Article 55: Supervision The administration and technical control of the artisanal mining are organized within the National Directorate of Mines has the support of the "Brigade Fraud precious materials (gold, diamonds, and other gems). " Article 56: Rights Conferred The authorization for artisanal gives its holder, within its scope and to a depth of 30 meters for operation by steps and 15 meters when operating in excavations, human explore and exploit the substance s for which it is issued. The holder of an authorization for artisanal may, at a ny time, request the conversion of its operating permit authorization operating semi-industrial mine. The request, accompanied by a study feasibility study and environmental and social impact, it is agreed provides evidence of adequate tech nical and financial capabilities. Article 57: Area The area of each field for wh ich a permit is issued artisanal mining may not exceed one (1) hectare for the d iamond and a half () acre for gold. No candidate can get more than three (3) perm issions for the diamond and two (2) licenses for gold. Article 58: Rights establ ished The artisanal mining authorization constitutes an indivisible property r ight, not likely mortgage transferable, non-leased, but transmitted because deat hs. Page 36 36 Article 59: Approval for the marketing of gold, diamonds and other precio us materials in the country . Individuals of Guinean nationality may be author ized by Decree of Minister of Mines on a proposal from the National Bureau Exper tise (BNE) to exercise, in the context of a professional activity, buying and se lling on the entire national territory, gold, diamonds and other valuable materi The Rockers; The Masters and The als from artisanal mining. They are: For gold: collectors. For Diamond: Brokers; The Commissioners The collectors. The rules re lating to the organization, sub-functions, rights and obligations associated wit h these functions are specified in a text of application of this Code. Article 6 0: Exports of gold, diamonds and other precious materials The export of Gold is exclusively through Buyers organized in offices Purchase Chartered whose opening is authorized by order of the Minister in charge of Mines upon the proposal of the National Bureau Expertise (BNE) for natural or legal persons nationality Gui nea, and / or foreign nationals. The export of diamonds and other gems is done e xclusively by through Buyers organized in counters Purchase Chartered which open ing is authorized by order of the Minister in charge of Mines taken on proposal of the National Bureau of Expertise (BNE) for individuals or morals of Guinean n ationality, and / or foreign nationals. Gold, diamonds and other gems from craft production for exports are purchased from authorized dealers. Article 61: Deten tion and sale of artisanal gold Apart from the purchase and sale as part of a pr ofessional activity, detention and / or the possession, distribution and sale of gold by an individual are free throughout the national territory. Marketing and export of gold from artisanal production are governed by the regulations set by the Minister of Mines in relationship with the Central Bank of the Republic of Guinea (BCRG). The as specified in a law implementing the present Code.

Page 37 37 Article 62: Detention and sale of diamonds and other precious materials T he operators artisans recipients of an operating license, the collectors, buyers agents buying offices, may hold own and sell diamonds and other precious materi als from artisanal mining. Diamonds and other precious materials from areas not artisanal mining must follow the official circuit recognized with the BNE and / or BCRG, in accordance with the regulations. Article 63: Validity and renewal Th e authorization for artisanal is issued for a term of maximum of one year. It ca n be repeated several times, each time for a period of up to one year, if the ho lder has complied with the regulations in force. Article 64: Rehabilitation site s The holder of an operating license is required to restore the site operations covered by the mining title. A deposit of site remediation Operating the amount and terms of perception are determined by Decree Joint Ministers of Mines and th e Environment is due by the holder to ensure the fulfillment of that obligation. SECTION IV: LICENSING OF CAREERS Article 65: Application Whatever the legal sta tus of land on which are the quarry substances, all research activity and operat ing quarry substances is subject to the provisions of this Code. Article 66: Cat egories of careers The quarries are classified into three categories: 1. Permane nt career: open on land in the public domain or private; 2. Temporary careers: o pen temporarily on the land public or private sector 3. Public careers: where th e possibility of extracting substances quarry for the construction and public wo rks is open to all. The opening of temporary and permanent careers is subject to Research permission and authorization quarry. Page 38 38 Article 67: Rights Conferred The quarrying permit gives the holder the ex clusive right perform within its scope all research and exploitation substances referred to therein. The quarrying permit gives its holder a right furniture tra nsferable, may pledge. Article 68: Relations with the landowners The owner of the land, it is private, has, when faced with a request Authorization career on his property, three (3) options: i. refuse; ii. sell his property to the applica nt; iii. put his property available to the applicant for a specified period unde r conditions specified in a decree of this Code. If the land belongs to the priv ate domain of the State, it can deny or put it land available for a fixed period and under conditions specified in the implementing decree. Upon termination of this provision, for any reason whatsoever, the landowner is entitled to demand t he restoration of the site. However, if this termination occurs through the faul t of the owner, he must pay compensation for eviction the operator. Article 69: Award The operating permit permanent career is issued to persons natural or lega l Guinean law, by order of the Minister of Mines after examining a dossier inclu ding among others an impact environmental and social and after consulting the co mpetent administrative authorities and local communities. The conditions for gra nting operating licenses to permanent career are the same as those applicable to mining licenses. The use of temporary careers authorization is issued by the Di rectorate National Mining proposal on its local representative after consultatio n with the Committee Technical Securities. The hearing of the application and th e cadastral evaluation is provided by the Directorate National Mines. Page 39 39 The technical and environmental assessment and the opinions thereon withi n the National Directorate of Mines in connection with the Technical Committee o f the Notes. The decision of approval or denial of the mining title, its notific ation and publication report to the Minister of Mines for permanent careers. Art icle 70: Validity The use of permanent career authorization is valid for two (2) years and can be renewed several times under the same conditions as for the gra nt by two (2) years. The use of temporary careers authorization is valid for six (6) months maximum and may be renewed once. However, if further operation is ju stified, career becomes permanent and is then submitted from its opening date, t he provisions relating to careers permanent. The quarrying permit shall specify the period during which the levy is authorized, fixed quantity and destination o f the substances extract, the fees payable and the conditions of occupation of l and required for sampling and related activities. The quarrying permit also spec

ifies the obligations of the holder, especially regarding the environmental and social impact and rehabilitation plan places after operation and closure. Articl e 71: Provisions of General Application To the extent they are not inconsistent with the provisions of this title and texts thereunder, Chapter III of Title II, Chapter III of Title V of this Code and the provisions adopted for its applicat ion shall apply to the authorization Research and quarrying permission. Before a ny action affecting the rights sought or acquired under the Mining Code, is unde rtaken at the site of a mining title holder or beneficiary of a authorization by the mining administration, a written notice is sent to the person or published in accordance with this Code and the Mining Regulations. Mining Administration o r administrative authority or local authorities are required to act and respond to requests for advice or permission made under the Mining Code before the expir ation of a period of three months. Article 72: Offences Any failure to careers d efined by this Code and its texts application, as well as the shortcomings refer red to in Article 88 of this Code, will be punished in accordance with the laws in force. Page 40 40 Article 73: Opening of public life The Minister in charge of Mines after consulting the Minister in charge of areas the one in charge of Environment, loc al authorities and prefecture, may authorize the opening, by order of the land a rea public of the State, public careers. The order authorizing the opening of a specific public career location career, substances whose operation is authorized , the conditions of access, extraction level, the operating fee and terms of reh abilitation after extraction. CHAPTER III: PROVISIONS COMMON SHARES MINING AND O THER APPROVALS Article 74: Prior Rights Mining titles and permits are still issu ed in reserves rights earlier. Article 75: Overlay of mining permits and authori zations The superposition of exploration permits and authorizations for substanc es belonging to different categories and between different owners is authorized. The business owner's most recent title must be conducted so as to does no harm to the business of the holder of the oldest. Otherwise, the scope of the most re cent as may be amended or the rights of the holder be temporarily suspended for all or part the common area. No other overlapping mining rights and authorizatio ns for different substances belonging to different owners are allowed. Except fo r permits and authorizations Research, overlays allowed between different holder s will be limited encroachments between titles mining and quarrying titles on th e one hand, and between mining and securities Petroleum other. In cases of overl apping on the same surface between mining stocks and securities careers on the o ne hand, and between mining stocks and oil stocks on the other hand, the activit y of holds the most recent title should be conducted so as not to cause detrimen tal to the work of the holder of the oldest. Otherwise, the scope of the most re cent as may be amended or the rights of the holder be temporarily suspended for all or part the common area. The decision to change the scope of the most recent title or suspension Rights of the holder will be taken on the advice of the Nat ional Directorate of Mines, after hearing both holders. Page 41 41 This decision will be made ??by the Minister in charge of Mines, if this title is an exploration license and Decree of the President of the Republic if i t is a business license or a mining concession. Article 76: Entry into force Unl ess otherwise provided in the act institutif the mining title or authorization t akes effect from the date of signing of the judgment, order or decree granting i t. Article 77: Renewal Applications for renewal of permits for research, operati ons and mining concession must be made ??respectively by three (3) months for re search permits, six (6) months for a license to operate and mining concession be fore the end of the period of validity of the title. Article 78: Extension If at the expiry of the period of validity of a mining title or, the Authority has no t acted on a request renewal of this title or authorization made ??in the form a nd limits provided by this Code and its implementing regulations, the title or a uthorization shall be extended automatically and without formality to the date o f the act renewal or notification to the holder of the decision rejecting the re quest. The absence of a decision on an application for renewal of mining titles

presented in the manner and time provided by this Code and its texts application , three months after the expiration date is tacit acceptance of the application, when the conditions of automatic renewal put to Articles 24, 33, 40 and 45 of t his Code, and surrender requirements of surfaces and geological results of this Code are met. Article 79: Refusal to renew In case of refusal to renew duly noti fied the holder of the mining title benefit from a period of six (6) months for the permit and twelve (12) months for the business license or mining lease from the date of refusal to release the land it occupies. Article 80: Delimitation an d demarcation Defining the scope permits and authorizations is established conta ct Geographical decimal. Owner's rights are limited by the extent of vertical in definitely extended to rely on the perimeter defined surface. Page 42 42 The holder of a mining right or permit, with the exception of the authori zation recognition must proceed with demarcation of the perimeter and the accord ance with the implementing regulations of this Code. Fees boundary are the respo nsibility of the licensee and the operation should be done in association with t he administration and the community and is renewed in the same conditions when r eimbursements. A Minutes signed by each is admitted. Article 81: Reports The hol der of a mining right or permit is required to provide five (5) Copies of report s CPDM a copy is filed with the Department National Mines and the National Direc torate of Geology. Each report submitted on paper and electronic media must incl ude all plans, drawings, cuts, paintings, photographs needed to understand. Repo rts and other documents shall be submitted in French. The mining administration will issue a receipt when filing each report. The content and frequency of these reports are given in the text application of this Code and in institutifs acts. Article 82: End of mining titles The mining title or the authorization expires at the end of the period for which it had been granted, including its possible r enewal, for waiver or by withdrawal. At the end of a mining title or authorizati on, the rights conferred on it the holder are free to return the state. The righ ts created by the owner to third parties on substances and in area under the tit le lapse automatically at the end of this title. However, the holder of the mini ng and quarrying permit remains liable for the payment of duties and taxes and d uties its obligations with respect to environmental and site remediation operate d, as well as other obligations under this Code, its implementing regulations an d the specifications or the mining agreement. In addition, the contractor is req uired to provide the mining administration in five (5) copies of a detailed repo rt on the work done. All information provided become the property of the state. Article 83: Option of facilities and buildings at the end of titles mining Upon withdrawal or expiration of an operating license or concession mining, the State has a right of first refusal to acquire all or part of facilities and utilities buildings intended for use for price not exceeding the residual book value audi ted. Page 43 43 The state has a period of three (03) months from the end of the license o perating or the right to know the owner's intention to exercise this right. Arti cle 84: Waiver The holder of a mining title or authorization may be waived in wh ole or in part subject to a notice period of three (3) months for technical reas ons or economic justification or force majeure in the case of license research, and six (6) months for the license or mining concession. However, the holder of the mining title or authorization remains liable for the payment of duties and t axes and obligations with respect to environmental and rehabilitation sites oper ated even after the Effective the waiver, as well as other obligations under thi s Code, its implementing regulations and the specifications or the mining agreem ent. Article 85: Effective Date of renonciatio n The waiver is confirmed by the signing of a decree of the Minister in charge of Mines for research permits and by decree for the operating permit and mining concessions, in a period not excee ding the period of notice. Article 86: Scope of the Waiver The waiver may be tot al or partial. A partial waiver may cover some of the substances listed in the p ermit or certain surfaces or two. When the waiver relates to surfaces, abandoned surfaces form to the extent possible a compact block whose sides are oriented n

orth-south and east-west, and is attached to one side of the perimeter of the ti tle. The waiver of all or part of the rights conferred by operating as carries p articular waiver to the same extent, the rights that are attached. Article 87: F orce Majeure Constitute a case of force majeure, any event, act or circumstance unpredictable, irresistible, out of control or the control of a Party, which hin ders or prevents the performance by such Party of its obligations. The following events may constitute Force Majeure: 1. war (declared or undeclared), armed ins urrection, civil commotion, blockade riots, sabotage, embargo, general strikes; Page 44 44 2. any natural disasters, including epidemics, earthquakes, storms, flood s, volcanic eruptions, tsunami or other weather, explosions and fires; 3. other cause not within the control of the Party involved as defined in this Article, w ith the exception of economic difficulties resulting from fluctuations in market prices. Therefore does not constitute a case of force majeure as defined in thi s Code, any act or event which could have been made ??for the implementation and to guard against the consequences by showing diligence reasonable. Also, do not constitute a case of force majeure, act or event that would only run a harder o bligation or more expensive for the debtor. The Party invoking the force majeure shall, upon the occurrence or disclosure of it within a maximum of fifteen (15) days, contact the other Party notification by registered letter with acknowledg ment of receipt, establishing the elements of the force majeure and its conseque nces likely on the implementation of the obligations contained in the institutif act. In all cases, the Party concerned shall take all appropriate measures to m inimize the impact of the force majeure on the performance of its obligations an d ensure in the shortest possible time, the normal resumption of performance of obligations affected by the force majeure. If, following the occurrence of an ev ent of force majeure, the suspension of obligations exceed one (1) month, the Pa rties shall meet as soon as possible to the request of either party, to discuss the implications of such events on the implementation of the Convention and, in particular, the obligations financial of any kind incurred by each party and the ir Affiliated Companies their subcontractors. In the latter case, the parties wo uld seek a solution Financial adequate to adapt the project to the new situation by taking into particular, any action challenging the Parties in an economic si tuation rebalanced to continue the project. In case of disagreement on the measu res to take three (3) months after the occurrence of force majeure, in accordanc e with Article 219 of this Code, a conciliation and if necessary, arbitration ma y be commenced immediately at the request of either Party. Article 88: Withdrawa l of mining titles Mining stocks established under this Code may be removed by t Research activity or he authority which has issued one of the following reasons: operation is suspended for more than six (6) month for research, and more than twelve (12) months for the operation or it is severely restricted without reason able cause and in a manner prejudicial to the general interest. Page 45 45 The feasibility study produced demonstrates the existence of a deposit ec onomically and commercially viable within the perimeter of research permit witho ut being followed by the operation within five (5) years for concessions and fou r (4) years for all as provided in sections, the operating license 34 and 41 of this Code. Violation of any provision of this Code as described below: 1. Mining operations or amount of spending less holds a 20% total of two consecutive year s, the entire minimum program work or the minimum amount of expenditure for the period by mining or by the specifications of the concession, except in cases of force majeure duly justified, of such force majeure may not exceed twelve (12) m onths; 2. Failure to start work six (6) months from the date of the granting of exploration permits, delays of eighteen (18) months for operating permits and tw o (2) years for the concession, all according to the terms of sections 34 and 41 of this Code. 3. Failure to keep the holder of its mining records, sales and Sh ipping regularly and in accordance with standards established by the regulations or refusal to produce these records to Qualified officers of the National Direc torate of Mines and Management National Tax. 4. Non-payment of taxes and / or fe es; 5. Research or operating outside the scope of the mining title or for substa

nces not listed in this title; 6. Operating companies with a license to research activities; 7. Disappearance of financial guarantees or loss of technical capac ity guaranteed at the time of the issuance of the title, the performance operati ons by the holder; 8. Assignment, transfer or farm-mining rights without permiss ion under section 90 below; 9. Assignment, transfer or farm-out of part or all o f mineral rights from the research permits; 10.cas recurring tax evasion linked to non fairness of the financial statements and the balance sheet. 11.Not compli ance with this Code on conflicts of interest and Code of conduct. Page 46 46 The withdrawal can occur only after a formal notice from the Minister in charge of Mines holds the title inviting it to provide, in a timely below, the p roof of compliance with its obligations before the date of implementation remain s: one month to permit research and forty-five (45) days for the business licens e and concession mining. Upon receipt of the notice and throughout the period of the latter, any technical activity is allowed on the title concerned. Article 8 9: Termination of Rights and Obligations of the holder The decision to revoke a mining title or authorization shall specify the date Title or authorization expi res. All rights conferred on the holder of the mining rights are extinguished up on the withdrawal of the title. Bonds with load weighed on hold because of the m ining taking also end upon withdrawal except for the obligations imposed load an y holder of a mining title at the end of it by this Code and its texts applicati on. The licensee is also required to make the harmful consequences prior to its removal activity, and it remains amenable to the penalties Under this activity, particularly for the mistakes that led to the withdrawal. The appeal against the decision to withdraw before the expiration of sixty (60) days of notification o f the decision on hold execution. The withdrawal decision may, however, make the suspensive effect of an appeal possible to the constitution by the holder of a security deposit in the amount be granted to the State in case of rejection. The maximum amount of the bond or guarantee required will be sufficient to cover al l obligations on the holder. Article 90: Transfers, transmissions and leases Und er penalty of nullity of acts contrary and relevant permit, license research is not divisible, can not be subject to sale or transfer partial or complete, even cause death. Operating permits and mining concessions may be subject to Sales or transfers partial or total. When a business license or a mining concession has more licensees the agreement of all is necessary for the transfer or assignment of the rights of one Page 47 47 them, and in case of death of one or more of them, with the agreement of rights is required. Any contract or agreement by which the holder of a mining ti tle promises to assign, transfer or transfer, partially or totally, or assigns, sells, transfers partially or all of the rights and obligations of a mining titl e must be submitted to prior approval of the Minister in charge of Mines. This a uthorization is granted by decree regarding transactions involving the mining co ncessions. Any change in direct or indirect control of any holder of an interest in a title will be submitted for approval or validation of the Minister in char ge of Mines. Any direct or indirect acquisition, partial or total equal to or gr eater than five percent (5%) of the capital of the company holding the title mus t be submitted to Minister of Mines for validation. The definition of what const itutes a change of control will be an order Joint Mines Ministers and Finance. A ny decision to transfer, transmission and total or partial farm-and any formal a cquisition of a mining title shall be subject to a favorable opinion or a valida tion of the National Commission of Mines before being subjected to the approval of the Minister in charge of Mines. Validation or approval under this section sh all be subject to the following criteria: The current title holder is in good st anding with respect to its obligations relating to this Code, and under other la ws of Guinea; The transferee has the technical and financial capacity sufficient to implement the terms of the security; The transferee is in compliance with th e requirements of Article 15 of this Code; Any applicable taxes in accordance wi th the provisions of Article 91 has been paid. Any change in the shareholding of a holder of a mining title Guinean society from regular stock transaction must

be an information note addressed to the Minister of Mines in a period not exceed ing 48 hours. Any change in the direct ownership of a company holding a mining t itle must be published in the Official Journal and on the official website Minis try of Mines. Page 48 48 Article 91: Registration of acts of disposal and treatment financial tran sactions All acts of disposal, transfer, farmout and fusion referred to in Artic le Previous must be registered under the Tax Code. Any financial transaction and / or any change in shareholding mining companies, taking place on the Guinean m ining claims is subject to a registration fee according to the regulations. In s ome cases, the conditions of the approval referred to in Article 90 above, will negotiated with the Shareholders. They may lead, if any, to perception of a 10% tax on the capital gain resulting from the transaction and any other negotiated settlement. CHAPTER IV: CONDITIONS FOR OBTAINING A MINING TITLE OR LEAVE Article 92: Duty to comply No person or entity, including landowners or rights surface can not, in the territory of the Republic of Guinea and in its exclusive economi c zone, to engage in one or more activities referred to in Article 6 above, with out complying with the provisions of this Code and its implementing regulations. The total or partial refusal on the part of the State to grant a mining title o r authorization does not entitle to any compensation for the plaintiff dismissed whose application does not meet the requirements of this Code. No corporation c an obtain a mining or authorization quarry if it is not made ??in accordance wit h the OHADA Uniform Act on the Rights of Commercial Companies and Economic Inter est Group (EIG). Article 93: Disability No individual may not obtain or hold a m incompatibility of their status with the exerci ining title or authorization if: se of commercial activities; sentenced to imprisonment for an offense under prov isions of this Code and its implementing regulations; non-compliance of his appl ication with the requirements of this Code and its implementing legislation. Page 49 49 Article 94: Solidarity Holders of mining rights or authorizations remain in solidarity with their lessees and sub-contractors for the operation. They are jointly and severally with their direct and indirect sub-contractors, officers, practices and acts thereof. When several persons are joint owners of a mining t itle or authorization quarry, they act jointly and severally. CHAPTER V: GENERAL WARRANTIES Article 95: Freedom Terms Within the framework of international agre ements and compliance with laws and regulations Republic of Guinea, are guarante ed to persons referred to in Article 15: the right to freely dispose of their pr operty and organize their business; the right to hire and fire according to the laws and regulations in force; free access to the material; Free movement in the Republic of Guinea for their staff and their products; the right to import good s and services as well as funds for activities; the right to dispose of products in international markets, export and dispose of products in foreign markets. Ar ticle 96: No discrimination As part of their professional activities, employers and employees Foreigners are subject to the laws and regulations of the Republic of Guinea without discrimination against national Guinean. They can be part of the professional defense bodies in laws and regulations of the Republic of Guine a and be represented in same conditions as the businesses and individuals of Gui nean nationality. PART III: PROVISIONS FOR GROUNDWATER ACCOMMODATION AND geother mal CHAPTER I: RESEARCH AND EXPLOITATION Article 97: Right to engage in resear ch and exploitation No person may engage in research or exploitation of geotherm al deposits or groundwater on the territory of the Republic of Guinea except und er a permit or a license. Page 50 50 Article 98: Use of groundwater and thermal deposits The water trapped in the bowels of the earth can be used either as that geothermal deposits, when the temperature is suitable, or for other uses. The titles on these waters specify the purposes for which they are issued. Article 99: Research Permits The researc h permit groundwater and geothermal deposits is granted by order of the Minister of Mines on the recommendation of the CPDM applicants who submitted an applicat ion meets the requirements of this Code and its implementing regulations. The ex

ploration permit groundwater or geothermal deposits defines perimeter where dril ling can be performed. Article 100: Licence of Occupation The operating licenses for groundwater and geothermal deposits is granted by joint order of the Minist er of Mines and Minister in charge of hydraulics on the recommendation of the CP DM. The use of geothermal deposits allowed defines a perimeter and two depths, t he volume that can be exploited. It can also limit the flow heat to be removed. The use of geothermal deposits permit may require the holder special conditions of extraction, use and reinjection fluids heaters and products that would be con tent to conserve resources the deposit to the extent possible. The license defin es the groundwater exploitation perimeter. It sets the maximum throughput that c an be harvested by the holder. Unless otherwise provided in the act institutif t he title, the licensee exploitation of groundwater can not, under any circumstan ces, take a rate that can jeopardize the renewal of these waters. The exploitati on of groundwater permit may also be defined by two depths volume that can be ex ploited. Article 101: Exploitation of groundwater and geothermal deposits The ex ploitation of groundwater and geothermal deposits should be carried to ensure ra tional use of resources. For this purpose, the holders of the securities are sch eduled to carry out the work using confirmed the water and energy industry techn iques, so Page 51 51 protect waters from pollution in accordance with the provisions of this C ode, the Water Code and the Code of the Environment. Article 102: Scope The sc ope of an operating groundwater or deposits allowed geothermal issued after an e xploration license includes those holes drilled through the research that has ac hieved the waters with favorable operating qualities. CHAPTER II: THE LEGAL Ar ticle 103: Legal Regimes An order of the Minister in charge of Water sets out th e conditions exploitation of groundwater should be considered of minor importanc e and can be undertaken by derogation from the rules of this Code, in particular for drilling and the use of wells for domestic use. Plans defined for mines by this Code and its implementing regulations, and for hydraulic the Water Code and its implementing regulations apply, the where applicable, research and operatin g geothermal deposits and groundwater in all their provisions are not contrary t o this title and text provided for its implementation. TITLE IV: RIGHTS AND OBLI GATIONS ATTACHED TO EXERCISE OF MINING OR CAREER CHAPTER I: GENERAL Article 104: Use of national mineral resources Mining or quarry operations must be conducted to ensure rational exploitation of mineral resources in accordance with of this Code, those of the Environmental Code and their texts application. For this pur pose, the holders of mining titles (except handicrafts) must carry out the work with the mining industry confirmed techniques. Article 105: Election of domicile Any holder of a mining title or beneficiary of a license issued under the Minin g Code, unless it resides in the Republic of Guinea, there must be election of d omicile and to have a representative who actually know the identity and qualific ations Administration mines. The proxy so appointed shall be Page 52 52 sufficiently informed of the activities undertaken in order to provide th e Authority all required information. Article 106: Compensation for injuries and damages The holder of a mining or quarry and companies working their behalf are required to indemnify the State or any other person for damages he caused, acco rding to the legal provisions and regulations in force. Article 107: Preference for Guinean Businesses The holder of a mining or quarry and the companies workin g for his account must give preference to their Guinean companies choice for any contract, provided they offer prices, quantities, qualities and comparable time delivery. In all cases, the share of SMEs and SMIs companies owned or controlle d by Guinean should be gradual in accordance with the following minimum : Minimu m share of SME, SME and enterprises owned or controlled by Guinea in providing g oods and services to mining companies. Research and Development Operating period s 1 era -5 th year 6 th -10 th year 11 th -15 th year 10% 20% 15% 25% 30% To pro mote private sector development, the permit holders operating or concessions and companies working on their account must execute the plan to support the creatio n and / or strengthening capacity of SMEs, SMIs and companies owned or controlle

d by Guinea for the supply of goods and services widely used in their activities . Each holder of a mining title must annually submit to the Minister of Mines re port on its use of SME, SME and corporate belonging to or controlled by Guineans , which detail the progress holder of a mining title to reach the minimum propor tion defined in this article, and its activities in favor of the creation or str engthening Guinean capacity. This report a copy of which is filed with the Depar tment in charge of SMEs and SMIs, will be published in the Official Journal and on the website Ministry official in charge of Mines. Article 108: Employment of staff The holder of a mining or quarry and the companies working for their accou nt must comply with the requirements of the Act apply in respect labor standards . Page 53 53 Work permits for foreigners in the mining sector are issued by the Agency Guinea for the Promotion of Employment (AGUIPE) or service in lieu after consul ting the mining administration. Subject to paragraph 1, the holder of the mining title should give priority to Guinean staff with the requisite skills. Accordin gly, the holder an operating license or a mining concession for the operation in dustrial mining substances shall, during the development phase, submit to the de partment in charge of vocational training and mining administration training pla n Guinean frameworks for their provide the skills required by the company manage ment to occupy managerial positions in the first five years the date of commence ment of commercial production. The selection procedures are announced through th e press. The holder of a mining or quarry and the companies working for their ac count is required to use, giving priority to community residents local and surro unding communities and in all cases, only Guinean for all jobs that do not requi re qualification. Subject to applicable law, the company can use a number reason able expatriate workers. The minimum quota Guineans employed by evolutionary pha se of the project and / or period of operation of the company is defined in the table below: Minimum quota of Guinean employees categorized in different phases evolution of society Category workers Search Developing development Operating pe riods 1 era - 5 th year 6 th - 10 th year 11 th - 15 th year Executives 33% 20% 60% 80% 90% Framing 50% 30% 80% 90% 100% Skilled workers 66% 40% 80% 95% 100% Wo rkers not qualified 100% 100% 100% 100% 100% Failure of these quotas will expose the holder of a sanction monetary, the amount and payment terms will be defined in a text application. Since the launch of the operating company, the Deputy Di rector General must be Guinea. After a period of five (5) years from the date of operation, the CEO of the operating company must be a Guinea with skills requir ed for this position. Page 54 54 Each holder of a mining title must annually submit to the Ministry in cha rge Employment and the Ministry of Mines report on its use Employment Guinea, wh ich detail the progress of the holder of a mining title for achieve the quotas d efined in this article, as well as its activities in favor of job creation or st rengthening of Guinea capabilities. This report will published in the Official J ournal and on the website of the Ministry of Mines. Article 109: Staff Training Any holder of a mining or quarry and the companies working for their account are required to prepare and submit for approval to the National Office Training and Professional Development (ONFPP) or service Lieu, a training and development th at is more possible transfer of technology and expertise for the benefit of busi nesses and Guinean staff and program guinisation accordance with quotas minimum e stablished in the preceding article. Terms of training and development should in Reception for graduates from vocational schools and univers clude in particular: ities for refresher courses in occupational status for a period of six (6) month s and Discovery of the company to pupils and students in initial training for a period of two (2) months; the participation of Guinean employees in courses and / or courses organized Republic of Guinea or abroad; The Guinean Agency for Prom otion of Employment (AGUIPE) or service lieu may request the investor to complet e the training Guinean employees through their participation in operations abroa d to give them expertise in different sectors of the mining activity. The holder of a mining or quarry and companies working on their account shall establish a

career and succession for all employees, particularly those in leadership and ma nagement, or for any job requiring particular expertise in the context of compli ance with minimum quotas in the previous article. Expatriate employees of the ho lder of the mining or quarry and the companies working on their behalf must have a work permit upstream fixed number of years during which they must remain in t he company. This period may not exceed three (3) years for expatriate employees of the holder and two (2) years for employees of companies working on their beha lf. Page 55 55 CHAPTER II: AREAS CLOSED, PROTECTED OR PROHIBITED THE RECOGNITION FOR RES EARCH AND MINING Article 110: Closed Areas For reasons of public order, the Decr ees of the President of the Republic of proposal of the Minister of Mines may, f or a limited period, classify certain areas as closed areas and suspend in these areas assigning authorization or recognition of artisanal mining, permits resea rch or exploitation and mining concessions for some or all mineral substances or career. Article 111: Protected areas or prohibited Perimeters of any size, with in which the recognition, research and exploitation of mineral substances or car eer are subject certain conditions or simply prohibited can be set anywhere the public interest so requires, particularly for the protection of buildings and ce nters, places of worship or burial, water points, coastal zones, communication c hannels, structures and public works, without the holder can demand payment of a ny compensation in this regard. Compensation equivalent to the amount of expendi ture for the work or demolished or abandoned structures will, however, due to th e case where the holder should demolish or abandon the work or work regularly es tablished by him prior to the classification of these areas as areas protected o r prohibited. No work of prospecting, exploration or exploitation of mineral sub stances or career can not be opened without authorization, on the surface and wi properties around closed walls or equivalent means, thin one hundred (100) feet: towns, housing, well, religious buildings, burial sites and groups considered s acred, without the consent of the owner; on either side of the communication cha nnels, water pipes, and generally round about every public works and civil engin eering structures. The measures provided for in this section shall be made by jo int order of the Minister of Mines and Ministers of the departments concerned. I s in any case prohibited the opening of quarries and / or mines along the sea Page 56 56 Article 112: Protection Zone An order of the Minister of Mines may, at th e request of the holder a security operation or mining concession, and after inv estigation by the National Directorate of Mines , set around the work sites of a holderprotection zone in which the activities of third parties are prohibited a t all or part. Article 113: expanded Security Zones Within the scope of a mining title or title of career, an Order of Minister of Mines may, having heard the p roprietor, prohibit, restrict or subject to certain conditions, the performance of work or research operating by the holder in the extended security zones estab lished around it buildings and structures referred to above, or on the contrary, allow some work expanded in safe areas. Article 114: Compensation The holder of a mining title or title career whose work is affected by measures taken under t he preceding section or by the removal of such measurements is compensated by th e State for the works he must demolish and those which become useless when these works were built prior to notification the Order referred to in the previous ar ticle. To obtain this benefit, the owner must provide the administration a minin g account of the expenses incurred and the costs it has incurred for structures demolished or no longer needed. These costs and expenses will be appraised for t heir approval by the Minister of Mines. CHAPTER III: RELATIONS OF MINERAL SECURI TIES HOLDERS TOGETHER WITH THE STATE, WITH THIRD WITH LOCAL COMMUNITIES SECTION I: RELATIONS BETWEEN ADJACENT MINING Article 115: Works of common interest In ca se it is necessary to carry out work aimed either communication to neighboring m ines to the needs of their ventilation or the drainage or open channels of venti lation, flow of water, transport and emergency services for the neighboring mine s, holders of mining titles considered may oppose the execution of this work and are required to attend each in proportion to its interest.

Page 57 57 Article 116 Liability When the work of the holder of a mining title cause damage activities of the holder of another mining title, compensation is due to the latter in terms of common law liability. Article 117: Exceptions As an exce ption to the previous section, where the work of a mine cause damage to the oper ation of another mine in respect of waters enter it in larger amounts, there wil l be for that reason alone, held in compensation to be determined taking into ac count the potential benefits resulting at times in spots or for mining operation s which undergoes damage, better drainage due to the work of the mine next consi dered. Article 118: Border Strip The mining title or further order of the Minist er in charge of Mines, took on recommendation of the Department of Mines, can cr eate a border strip reasonable width in which the work of the holder of a mining title is restricted or prohibited in order to protect the work on a nearby mine that is operating or could be. The creation of the border strip gives no right to compensation to owners present. Article 119: Disputes not resolved The Nation al Directorate of Mines will be informed by the parties to any dispute mining be tween neighboring mines that had not been settled amicably SECTION II: THE RELAT IONSHIP WITH THE STATE Article 120: Special Permissions The holder of a mining t itle may, within the scope of its title, undertake work and activities, establis h facilities and construct useful buildings or annexes to the implementation of human exploration or exploitation that takes this title. It remains subject to c ompliance with the provisions of Articles 68, 72 ofthis Code, as well as those o f the first paragraph of Article 78 of the Forestry Code.However, for the follow ing activities, the licensee shall submit an application the Minister of Mines i n order to obtain an authorization granted by special order of the Minister conc Ground clearance of all trees, shrubs and other obstacles and logging for erned: the activities of the holder off the pitch which the holder has the property; Page 58 58 Exploitation of unused or reserved waterfalls and development these falls for the purposes of its business; Establishment of facilities preparation, conc entration or treatment chemical or metallurgical; Creation and development of ro ads, canals, pipelines, pipes, conveyors or other surface structures used to tra nsport products outside the land where the holder has the property; Creation and development of railways, sea and river ports and airports. Article 121: Creatio n and ownership of infrastructure The realization of the infrastructure required for mining is by the state or through a Public-Private Partnership (PPP). In al l cases the State will be directly or through any entity that owns or controls. Infrastructure projects are subject to a call for international competitive bid, and shall in all cases conform to the blueprint infrastructure transport infras tructure ensures access to third parties. Whatever the mode of financing transpo rt infrastructure (road rail, roads, bridges), ports, airports, cities and their annexes, water lines and electricity transmission lines, and any other immobili zation permanency except the means of production, developed within the framework of the development of a mining title must be transferred to the State free afte r depreciation within maximum of twenty (20) years. Article 122: Compliance with international obligations of the State Any holder of a mining title, all involv ed in the marketing of diamonds, gems and gold, as referred to in Article 59 , a re required to comply withinternational commitments made by the State and applic able to their activities improving governance in the mining sector, particularly relating to the Economic Community of the West African (ECOWAS), the Kimberley Process and Transparency Initiative in Extractive Industries (EITI). SECTION III : RELATIONS WITH THIRD Article 123: Rights of owners The mining law does not ext inguish the right of ownership. No right or research operation is not without th e consent of the landowner, his successors Page 59 59 law regarding activities involving the surface or affecting thereof. The rights of owners, tenants, and occupants of the land as well as those of their d ependents are not affected by the issuance of mining titles beyond what is provi ded in this title. The holder of a mining title can occupy in the perimeter of t he land title required for its operations, if authorized by its title or by orde

r of the Minister in charge of Mines. Article 124: Compensation Property rights will be exercised throughout the operation through perception of compensation. T he holder of a mining title must be paid to any legitimate occupants of land req uired for its activities, compensation to cover the disorder enjoyment experienc ed by the occupants. The amount, frequency, mode of payment and all other terms relating to compensation mentioned above shall be determined in accordance to pr ovisions of this Code and its implementing regulations. The amount of these comp ensation must be reasonable enough not to compromise the viability Project and p roportionate to disturbance by mining operations accordance with the procedures prescribed by the Act. Article 125: Public Utility In the absence of consent of the landowner or his heirs, it may be imposed by the State in accordance with th e regulations in force, a adequate and prior compensation, the obligation to per form work on leave his property and not to interfere. The price of land or compe nsation due to Due to the establishment of easements or other branches of real r ights or occupation, shall be as on expropriation. When the public interest so r equires, the holder of the mining title can continue expropriation of land and b uildings required for mining operations and facilities necessary for the operati on, as provided by legislation in force. The compensation due to expropriation f or public utility under this Article shall in no case be less than all of it on the Rights owners provided for in section 124 above.Article 126 Liability, damag es and repairs Any damage caused by the holder of a mining title to the owners, usufruct and legitimate occupants of the land or several beneficiaries, will to compensation by the payment of allowances under section 124 above. Page 60 60 In particular, in the case where the owner, the usufructuary, the lawful occupant of the land or their heirs have undertaken work or possess the faciliti es that would be useless due to mining, the holder they will reimburse the cost of these works or installations, or if it is lower value on the date on which th ey become useless. The amount of these benefits, however, are offset with benefi ts as experiencing these harms can, if necessary, withdraw from the activity and work of the holder of the mining title. Article 127: Authorization to third par ties and not repair Anyone who undertakes work, built buildings or establishes i nstallations securities within the scope of an operating license or a mining con cession must obtain prior authorization from Minister of Mines, after a reasoned , if any, opinions of authorities concerned, unless it does not work, buildings and facilities for mining and undertaken or established by the holder of the min ing title or that person. The damage caused by mining activities in the work, bu ildings and facilities undertaken or established without the special permission no rights to compensation. SECTION IV: THE RELATIONSHIP WITH THE STATE AND THIRD Article 128: Use of infrastructure Subject to applicable law, the holder of a m ining title has access and can use of roads, bridges, airfields, port facilities and rail, related transportation facilities or other ,as well as water and elec tricity lines or routes, or established appointed by a body or an entity owned o r controlled by the State, except the Armed Forces, without having to pay fees i n excess of those paid by Guinean citizens and other foreigners, if any. The hol der must, however, take charge repair or fees rehabilitation of infrastructure o wned resulting from use exceeding normal wear and tear of these facilities. Line s of communication established or appointed by the holder of a mining within or outside the scope of this title may be used by the State or by third parties who request it when it result in any hindrance or substantial inconvenience to the holder's activities. The procedure for such use will be agreed upon with the par ties stakeholders. Article 129: Building Materials Page 61 61 The holder of an operating license or concession may have, accordance wit h the regulations for the purposes of its operating activities and those attache d to it, building materials these work necessarily lead to slaughter. The State or, in the cases determined by the State, the legitimate occupant of the land or the usufructuary may claim, if any, available to those of these materials would not be used by the holder in the above conditions. SECTION V: RELATIONS BETWEEN THE HOLDER AND LOCAL COMMUNITIES Article 130: Development of local community An

y holder of an operating under contract to a Convention Development with the loc al community residing on or close its operating or as a mining concession. Metho ds for preparing these conventions are defined by joint order of the ministers i n charge of Mining and decentralization. The purpose of this agreement is to cre ate conditions favoring management transparent and effective contribution to loc al development paid by the holder of operating and takes into account the capaci ty local communities in the planning and implementation of their community devel opment program. The agreement must include, inter alia, provisions for training local populations and more generally Guinean the measures to protection of the e nvironment and the health of populations, and the processes for development of s ocial projects. The principles of transparency and consultation will be applied to the management of the Local Development Fund and that any agreement for the d evelopment of local community which will be published and made available to the affected population. The amount of the contribution of the holder of an operatin g title development of the local community is set to zero point five percent (0. 5%) of the turnover of the company made on the mining title area for mineral sub stances of category 1 and one percent (1%) for other mineral substances. There s hall be a Local Development Fund (LDF), which will be powered by this contributi on of the mining title holder in the first year of operation. How to use this co ntribution and operating rules and Management of Local Development Fund are defi ned by a Decree of the President of the Republic. Article 131: Closing the opera ting The holder of an exploitation title shall make every effort to make the clo sure of his gradual and orderly manner to Page 62 62 prepare the Community for the cessation of its activities. It will notify the administrations at least twelve (12) months before the date of closing and p repare six (6) months before the closing date, together with the administration of the territory and the local community, a closure plan its operating activitie s. Under this plan the services of the Evaluation Committee of the Health Impact s and Environmental (CEISE) or its equivalent is required for determine complian ce and the ability of the measures to be serviced area to make it compatible wit h all forms of life and activity in the area, namely: The elimination of harmful health hazards and personal safety The restoration of the site in a condition a cceptable by the community and The revegetation with identical characteristics t hose of the surrounding environment of the vegetation. CHAPTER IV: SPECIFIC PROV ISIONS APPLICABLE TO RADIOACTIVE Article 132: Scope Radioactive substances are u ranium, thorium, other substances radioactive, and derivatives thereof. Article 133: Special conditions Decrees of the President of the Republic on the proposal of the Minister in charge Mines define the specific conditions under which the securities are issued mining for radioactive substances. The conditions of deten tion, transportation and storage of radioactive substances are laid down by the Joint Order Ministers in charge of Mines, Environment and Public Health. Article 134: Obligation to declare Any person or entity who identify lodges or indices radioactive substances shall forthwith notify the National Directorate of Mines. Any holder of radioactive substances must immediately make a declaration the Na tional Directorate of Mines. Any transaction which results or may result in the transfer of ownership or possession or processing of radioactive materials, and any import of these substances are subject to the prior approval of the Minister in charge of Mines. Page 63 63 CHAPTER V: THE USE OF RELEASE OF MINES Article 135: Prior Authorization T he mining, processing and development of operational discharges, if they concern mineral substances other than those for which the title is issued, are subject to prior authorization by order of the Minister in charge of authorization Mines . Section 136 Plan Discharges are subject to mining operations plan or career pl an according their use. CHAPTER VI: TRANSPORT OPERATIONS AND PROCESSING OR PROCE SSING, MARKETING AND INSURANCE Article 137: Transport law The holder of a mining title or career title may, during the period validity of this title and the six months, transport or transporting the farm products it owns to the places of st orage, processing and loading. For export, the State reserves the right shipping

fifty percent (50%) of the production. The State shall exercise this right, eit her directly or by through any other entity acting on its behalf. The operationa l management of this right will be in accordance with best international practic es. Article 138: Right Marketing The state or any entity acting on its behalf ha s the right to buy and market a quantity of production of the holder of a securi ty operation level of participation during the Payback initial for any quotation above the current FOB price. This right may reach fifty percent (50%) of produc tion after the amortization of the initial investment. The exercise of this righ t shall be notified in writing no later than the end of the first quarter of thi s year, for the production of the following year when the transactions are part of a non-competitive market or between affiliates. Page 64 64 Companies operating in the crude ore in Guinea are required to supply pri ority processing units located throughout the country National. The terms of ind ividual participation in this procurement are subject to an order of the Ministe r of Mines assent of the Council of Ministers. Article 139: Law of Transformatio n The holder of a certificate of exploitation except artisanal mining, or any ot her Guinean or foreign investor is urged to establish the Republic of Guinea pac king facilities, processing, and refining transformation of mineral substances o r careers, including the development primary metals and alloys, concentrates or derivatives thereof mining, in accordance with the regulations. The holder of a mining title that engages in mineral processing has Incentives provided for in A rticle 161 of this Code relating to the mining tax in particularly the applicati on of reduced rates for finished products and exemption increase the mining tax applied to holders of securities that have not invested in processing after an i nitial period. Article 140: Obligation to comply with the Insurance Code The hol der of a mining or quarry and the companies working for their behalf are subject to the provisions of the Insurance Code of the Republic of Guinea. Cover risks inherent in all their activities in Guinea compulsory and is from a company lice nsed in the Republic of Guinea. At the end of each fiscal year a joint mission a nd BCRG ministries of mines and Finance conducts contract review insurance under written by the mining companies. Violations found during the mission are subject to sanctions under the regulations on insurance. Article 141: Declaration The e xport of substances imported purchases, sales, mineral or fossil fuels and packa ging operations, processing refining and processing, including the development o f metals and alloys, concentrates or derivatives of these primary mineral or fos sil substances carried the territory of the Republic of Guinea are subject to pr ior declaration the Minister in charge of Mines. These operations are subject to regulations separated. Page 65 65 CHAPTER VII: ENVIRONMENTAL AND HEALTH Article 142: General In addition to the provisions of this Act, a mining company must obey the legislation and regu lations for the protection and management environment and health. In particular, any application for authorization or Title of operation must include an environ mental and social impact accordance with the Environmental Code and its implemen ting regulations as well as texts accepted international standards in this area. Requirements of the Authority are adjusted according to the amount of work prov ided, ranging from a simple Notice of Environmental Impact for a license Researc h to Study Environmental and Social Impact detail, accompanied an Environmental Management Plan and Social, a Hazard Study, a Plan Hygiene and Safety Plan and R esettlement of Displaced Populations for a license or a mining concession. The R esettlement Plan Populations victims of forced displacement caused by mining ope rations shall, in addition to infrastructure aspect of integrating compensation for loss of income and livelihood as a result of these travel. This installation and compensation thereto will insured at the expense of the mining company foll owing a procedure determined by the Government that would include the internatio nal principles of participation and consultation with affected populations. For research permits, the environmental impact statement must be filed before starti ng work and no later than six (6) months after the date of grant of the title. T echniques and methods that are appropriate to be used to protect the environment

, the safety of workers and local communities accordance with the Environmental Code or best practices international legislation. Article 143: Protection of the environment and health To ensure a rational exploitation of mineral resources i n harmony with protection of the environment and the preservation of health, hol ders authorizations, mining and quarry titles ensure: - Preventing or minimizing any adverse effects due to their activities health and the environment, includi ng: the use of harmful and dangerous chemicals; noise emissions harmful to human health; harmful to human health unpleasant odors; pollution of water, air and s oil, ecosystem degradation and of biological diversity; Page 66 66 - Prevention and / or treatment of spillage and / or discharge so as to n eutralize or minimize their effect in nature; - Promoting or maintaining the qua lity of life and good health general population; - Prevention and management of HIV / AIDS at the local level; - Effective management of waste by minimizing pro duction, ensuring their total safety, as well as the disposal of non-recycled wa ste a adequately for environmental information and after approval of Authorities mining and the environment. The system of protection of workers against occupat ional diseases and professionalism must include provisions relating to the appli cation of standards and procedures established by the National Health Policy in operation and functioning of the structures of care in the mining sector which a mong others, the nuisance factor screening, routine medical workers at least onc e a year and the implementation of the Plan Adjustment health. The holder is dir ectly responsible for damages health caused to workers and the population of the geographic area adjacent to the mining site in case it did not comply with the terms of the plan health or breached an obligation health planned this Code. In case of transfer the transferor and the transferee of a mining law require the C EISE, or its equivalent, to conduct the audit health and environmental audit of the site. These audits determine the responsibilities and obligations and health environment of the transferor during the period when he was holder of the minin g right in question. The clearing of cutting or uproot trees or plants and the w ork of search, mining and quarrying, building communication channel whose perfor mance is considered in the perimeter of a mining claim shall be subject to the p rior approval of the Minister charge of forests, and where applicable, the issua nce of a cutting permit or clearing. The value of forest species identified by t he Forestry Code or texts Application enjoy special protection and can not be cu t, killed or maimed during excavation works, Mining and quarrying, construction of communication channel whose performance is considered through the implementat ion of a mining title, after prior authorization Minister in charge of forests. Page 67 67 The licensee shall submit an application to the Minister of Mines in for obtaining such authorizations granted by order of the Minister concerned: Articl e 144: Closure and rehabilitation of the site operations Any holder of an operat ing license for mine, quarry or concession Mining is required to open and fuel, in accordance with the Management Plan Environmental and Social, a trust account rehabilitation the environment to ensure the rehabilitation and closure of its operating. This account is established by decree and the terms of its shall be d etermined by a joint order of the ministers in charge of mining, environment and finance, The facilities will be free of tax on business profits and commercial. Rehabilitation and closure of operating such sites involve removal by the owner of all facilities including any factory Operating lying on the ground. Whenever possible, the ancient sites Operating must find stable conditions of safety, pr oductivity agriculture, forestry and close visual appearance of their home state , and adequate Authorities acceptable to mining and the environment. The conclus ion after inspection by the Authorities of Mines and good environmental rehabili tation of mining sites gives rise to issuance of a discharge following a favorab le opinion of the Evaluation Committee of Impacts Health and Environmental (CEIS E) or its equivalent, which releases the former operator of any obligation on th e former mining title. The opinion of CEISE must include: - An assessment of the implementation of mitigation measures or remedial recommended in the environmen tal and social impact, the impact study health and support program for health de

velopment base geographical communities affected by the project; - An analysis o f the health system in the area of ??implementation including identification of potential hazardous, assessing the degree of exposure and characterization of th e major risks with calculating the likelihood morbid conditions and - An analysi s of the site's environmental system including a description physical, biologica l and sociological environment Failing that, and without prejudice to any other action that may be taken against holder, work rehabilitation and repair of damag e to health and environmental are executed automatically and the holder's expens e by the Directorate National Environment or any other authority designated for this purpose collaboration with the National Directorate of Mines. Page 68 68 CHAPTER VIII: THE HEALTH AND SAFETY Article 145: Obligation regulatory An y holder of mining or quarry title shall comply with the standards hygiene and t he most advanced security as established by the Minister of Mines in collaborati on with the Minister in charge of Public Health, the Minister in charge of Labou r and the Minister for the Environment. If these standards are lower than those observed elsewhere by the holder, the latter shall prevail. It is in this regard must take and implement regulations in accordance with these standards in order to ensure conditions optimal health and safety of workers. The text of these re gulations is subject to the prior approval of the Directorate National Mines aft er a favorable opinion of the Evaluation Committee of Impacts Health and Environ mental (CEISE). Once they are approved, the Copies of these regulations are disp layed in the most prominent places for workers at the farm and work. When a mine or quarry, some work is done by a contractor or subcontractor, it is required t o observe and observe the regulations under this section. Article 146: Case defi ciency In case of failure of a holder of a mining or quarry to take regulations under section 145 above, the Minister of Mines may, holder course, prescribe by order made on the recommendation of the Executive National Mines, the necessary measures to ensure the health and safety. In an emergency or imminent danger, pr ovisional measures may be prescribed by the National Directorate of Mines in ant icipation of the order referred to in paragraph previous. In all cases, the cont ractor is required to take the measures prescribed in the deadlines. Otherwise, they are executed automatically at the expense of the owner by the National Dire ctorate of Mines. Article 147: Provisions under eighteen (18) years No person un der eighteen (18) years shall be employed in a mine or quarry or underground or at the face of an open pit or the operating machinery hoisting or moving objects , or that of winches used to raise or lower people, or finally be attendant blas ting. Page 69 69 Article 148: Use of explosives for civil uses The import, export, manufac ture, storage, handling, buying and sale of commercial explosives, are the Minis ters of Mines and Security. The conditions for import, export, manufacture, stor age, handling, purchase and sale of explosives for civil use are issued by Decre e Joint Ministers of Mines, Defence and Security. Article 149 Special Provisions for Environment, Health and Security The provisions of this chapter relating to the environment, the health and security are subject to regulatory texts issued jointly by the Ministers of Mines, Health, Environment and Security. CHAPTER IX : THE PARTICIPATION OF THE STATE, THE TRANSFORMATION PLACE OF RESOURCES MINERAL AND PROMOTION OF MINING ACTIVITY Article 150: State involvement The award made b y the State of a mining title immediately gives the right to State participation in height quize percent (15%) than in the capital of the mining company, which can not be diluted by increases any capital. The participation of the State will be free of all charges and no financial contribution may, in turn, be applied t o the state. This participation will be acquired upon the signing of the mining title. The State also reserves the right to acquire an additional twenty percent (20%) in cash terms determined with each company concerned. The Heritage Societ y is the owner of all interests of the State capital of the mining company. The following table sets by resource and the basic limit of thirty-five percent (35% ), the rate of state participation in the capital of companies mining in Guinea: Page 70

70 Participation rate in the state capital of mining companies in Guinea: Mi neral Resources Right to participate non-dilutive Share in cash Bauxite 15 20 in tegrated Bauxite-Alumina Project * 5 30 Alumina 7.5 27.5 Aluminium 2.5 32.5 Iron ore 15 20 Steel 5 30 Gold and diamond 15 20 Radioactive ore 15 20 Other mineral s 15 20 * Finance a bauxite mine and alumina refinery. It will be possible, as a ppropriate, to reduce the acquisition of rights of participation the state in ca sh, in exchange for an increase in the rate of mining tax. Participation in cash is for the state, leased, assigned or. The State reserves the right to sell all or part of its interest in cash without pre-emptive rights of the other shareho lders of the company holding the mining title through an open and transparent bi dding process. The decision and the arrangements for the transfer of all or part of the interest cash the state must comply with the provisions of the law dives titure. However, the signing of a "shareholder agreement" define the decisions t hat will not be taken without prior consultation of the state. For companies ope rating on a product and its derivative, the share of the state match participati on required for the most elaborate product. Article 151: Facilitating administra tive procedures by the CPDM To facilitate the paperwork and procedures relating to securities mining, applicants are directed to the Centre for the Promotion an d Development Mining (CPDM) responsible for the management and maintenance of mi ning cadastre and serving interface between them and the administration. The CPD M is responsible to diligently dealings with other services Administration until the establishment of the mining title. It shall notify the plaintiff, after fil ing the application, the decision to grant or not the title mining or quarry, wi thin forty five (45) working days for a exploration license and three (3) months for a license to operate or mining concession. Page 71 71 Article 152 of the Mining Investment Fund The Mining Investment Fund aims for Research Funding mining, training and actions contributing to the promotion of the sector Mining through Entity Mining Heritage Management. It takes partic ular in - The financing of all or part of geological research projects, - The fi nancing of capacity building of staff on the development of the mining sector; The financing of all or part of the equity investment of the state in the minin g; - Financing the control of Mining and particularly cadastral and quantitative and qualitative control of mining and petroleum products - The financing of act ions to promote the sector. The budget for the Mining Investment Fund is registe red each year revenue and expenditure in the Finance Act. The amount allocated t o the Fund corresponds to that resulting from the application of Article 165 of this Code. The disbursement of these funds shall be upon disbursement procedures fast to be determined by joint order of the Ministers of Mines and of Finance. CHAPTER X: TRANSPARENCY AND POVERTY CORRUPTION IN MINING Article 153: Obligation to identify the owners Any holder or applicant for mining or quarrying as well as their direct subcontractors are required to provide the CPDM, the identity of all parties with interests in the title, including: The shareholders of each co mpany legally recognized calling applicant and the holder or its subcontractor; Subsidiaries of each company comprising the applicant, holder or his subcontract or, their relationship with the company and the jurisdiction in which they opera te; The identity of the directors and senior management of each company composin g the applicant, holder or its subcontractor, each shareholder of the companies, anyone estimated control society, and anyone holder of five percent (5%) or mor e of the voting rights entitling to Page 72 72 control of the Company or rights to the benefit of society, and the chain which these rights are exercised. Article 154: Prohibits payment of bribes brib es by companies It is prohibited for any company involved or interested in the G uinean mining sector, or at officer, director, employee, agent or subcontractor of such a society, or any shareholder thereof acting on behalf of such a company , under penalty of further, proposing offers, promises, donations, gifts or bene fits any of: an official of the Government of Guinea or an Elected to influence a decision or action taken in connection with the exercise of functions relating to mining sector, including but not limited to, the allocation of mining rights

, the supervision or control of mining activities, the monitoring of payment min ing revenues, and approving applications or decision to extend, amodier, assign, transfer or cancel a mining title; another individual, association, partnership or person or entity to use his real or supposed influence any act or decision a ny official or elected Guinean Government in the exercise of functions related t o the mining sector as defined in paragraph previous. Article 155: Code of Condu ct Any natural or legal person with a mining title, providing application for a mining title, negotiating mineral rights with the Ministry of Mines or any other organ of the Guinean government, or participating in a tender for a mining titl e, will sign with the Minister responsible for mines a code of conduct setting o ut minimum: its commitment to the Guinean laws, including the provisions of this Code relating to the prohibition of the payment of bribes, kickbacks by compani es; its commitment to cooperate with the Guinean Government and Parliament in co nnection with any investigation of alleged violations of the provisions of this Code relating to the prohibition of the payment of bribes, kickbacks by companie s; its commitment to the twelve principles of the Initiative Extractive Industri es Transparency Initiative (EITI). The non-signing of such a code of conduct wil l result in the exclusion of any natural or legal person granting of mining titl es. Codes of conduct signed to be published in the Official Journal and on the o fficial website of the Ministry of Mines. Page 73 73 Article 156: Monitoring Plan against Corruption Each holder of a mining t itle submit to the Department of Mines and Geology, ninety (90) days after the e nd of each calendar year, at Later, a Monitoring Plan against Corruption . The p lan, published on the Official Website of the Department or in a newspaper of wi de dissemination, must contain the following elements: strategies undertaken dur ing the previous year to ensure that the holder and any officer, director, emplo yee, agent or subcontractor holder or shareholder thereof duly acting on its beh alf, have complied with the provisions of this Code relating to the prohibition of payment jars of wine by the companies, including but not limited to the adopt ion and the establishment of mechanisms for internal monitoring, training employ ees and associates in the field of prevention of corruption and organization aud its and internal investigations for the prevention and identification of corrupt ion; confirmed cases of violation of the provisions of this Code relating to the prohibition of payment of bribes by wine companies by people mentioned in the p revious paragraph, to the attention of the owner, following a internal investiga tion, or by other means, and actions taken to investigate and, if necessary, pun ish crime; the proposed strategies for the coming year to ensure that the holder and persons referred to in the preceding paragraphs respect provisions of the p resent Code on the prohibition of the payment of bribes of wine by the companies , including but not limited to the adoption and implementation mechanisms of int ernal monitoring, employee training and associates in the field of prevention of corruption and the organization audits and internal investigations for the prev ention and identification acts of corruption. Article 157: Penalties-back title In addition to the criminal provisions of Title VIII of this Code, the breach ho lder of a mining title, or one of the officers, directors, employees, representa tives, subcontractors of the owner or shareholders of the latter acting duly on its behalf, the provisions of this Code relating to the prohibition of payment b ribes bribes by companies, may result in sanctions until the withdrawal of the m ining title concerned. Taking the penalty will be preceded by an analysis which will focus on: the seriousness of the offense; the time taken since the commissi on of the offense; Page 74 74 the actions implemented by the owner to see the offense and to inform the Government; the level of investment already made by the holder in order to deve lop project. Any decision of the Ministry of Mines to make a withdrawal be submi tted favorable to the National Commission for Mines notice, published in the Jou rnal Official and the official website of the Ministry. Article 158: Prohibition of acts of bribery to persons who public or elective It is forbidden to any off icer of the court or administrative order, or other representative of the Guinea

n public administration or elected instructed to decide on an act of mining sect or management, solicit or accept, in threat of prosecution, offers, promises, do nations, gifts or benefits whatsoever to do, or refrain from undue influence in the exercise of its functions, including through the allocation of securities mi ning, surveillance activities and payments, and approval decisions or requests f or extension, farm-, assignment, transfer or cancellation of a mining title. TIT LE V: FINANCIAL PROVISIONS CHAPTER I: MINERAL RIGHTS AND ROYALTIES Article 159: Fixed Fees The allocation of mining or quarry and authorization marketing of min eral substances or career and their renewal, extension, extension, transfer, tra nsmission and are farm- subject to payment of a fixed fee whose rates are fixed in the Annex to this Code. These rates may be amended by the Finance Act. Regard ing diamonds, gold and other precious materials, royalties fixed annual payments by agents collectors, Northwind and Purchase Offices Purchase Chartered are set and changed in the same conditions. Liquidation and recovery of these rights ar e made to the Department in charge of mines on behalf of the Ministry in charge of finance and on behalf of local communities. Section 160: Fees superficiary Pr ospecting permits, operating permits, mining concessions and authorization quarr ying are subject to the annual payment of a Land tax in the table below. Page 75 75 The update of these rates is by joint order of the Minister in charge of Finance and the Minister in charge of Mines. The settlement and collection of th ese fees are made to the Department charge of mines on behalf of local communiti es. Superficiary FEES BY MINING TITLE NATURE OF TITLE CHARGES superficiary USD / km 2 Granting 1 ER turnover 2 th turnover Research Permits 10 15 20 Operating l icense Industrial 75 100 200 License to operate semi- Industrial 20 50 100 Minin g concession 150 200 300 Operating license by Dredging 150 * 200 * 250 * * Per k m CHAPTER II: MINING TAXES Article 161: Tax on mineral substances With the excep tion of the substances referred to in Article 163 below, any substance mining cr ude extracted or through a processed product, is subjected to When leaving the s tock mining tax whose rate and base are defined in the table below. This tax is deductible for computing income taxable. MINING TAX RATE BY SUBSTANCE SUBSTANCE EXPORTED UNIT TAXATION TAX PLATE IRON ORE AND DERIVATIVES Iron ore content stand ard TM 1.5% LME official 3 months seller steel ticket price Steel TM 0.7% LME of ficial 3 months seller steel ticket price BAUXITE AND DERIVATIVES Bauxite Standa rd Al 2 O 3 50% TM 0.55% Seller LME price per tonne primary aluminum Alumina TM 1.0% Seller LME price per tonne primary aluminum Page 76 76 SUBSTANCE EXPORTED UNIT TAXATION TAX PLATE Primary aluminum TM 0.7% Selle r LME price per tonne primary aluminum OTHER SUBSTANCES NOT IRON Base metals: Co pper, Tin, Nickel, Zinc Concentrate TM 3.0% LME metal price Seller content Metal TM 2.0% LME metal price Seller content Minor metals: Cobalt, Titanium, Molybden um TM 3.0% LME metal price Seller content RADIOACTIVE Uranium Concentrate (Yello wcake) LB 3.0% Price Ux G Spot 2 O 8 Substances radioactive LB 2.0% Price Ux Spo t VALUABLE SUBSTANCES Precious Metals: Silver, But platinoid, Ingot OZ 5.0% Auct ion of the day in London Gems Diamonds: Production tax Industrial Ct 5.0% Natio nal Bureau estimate Expertise (BNE) Production tax semi-industrial Ct 3.5% Natio nal Bureau estimate Expertise (BNE) Cut diamonds: Ct 1.0% National Bureau estima te Expertise (BNE) Other materials and gemstones and semi-precious stones (Emera ld, Ruby, Sapphire) Gross Production tax Industrial Ct 2.0% National Bureau est imate Expertise (BNE) Production tax semi-industrial Ct 1.5% National Bureau est imate Expertise (BNE) Cut Ct 1.0% National Bureau estimate Expertise (BNE) TM: t onne OZ: Troy Ounce = 31, 103477g LB: Book U.S. = 0, 4535923 kg Ct Carat = 0.205 19655 LME: London Metal Exchange In case the indices referred to above came to d isappear, a new price index be established by Joint Ministers of Mines stopped, Finance and Trade. The rates set out in the table above are valid for periods fo llowing initial production (in years) for each substance: Page 77 77 PRODUCTION PERIOD INITIAL SUBSTANCE Company already operating New company Bauxite 8 years 18 years Alumina 15 years 20 years Iron ore - 20 years After th ese initial periods above, mining taxes will be increased by fifteen percent (15

%) of the applicable rate for the initial period if the Company has not provided approved by the Minister certifying that the report of the mining title holder or at least one shareholder has made at least eighty percent (80%) Work on the c onstruction of processing facilities in Guinea. For the purposes of the above pr ovisions, the term "operating companies" means of entry into force of the compan ies with an operating basis from the date this Code, and "new companies" means c ompanies benefit from title operating after that date. The mining tax is collect ed monthly by the Treasury from customs declarations or output jacks available p roducts and their derivatives certified in quantity and quality by the relevant departments of Ministry of Mines and the Institute for Standardization and Metro logy. The LME price applicable to the liquidation of the mining tax is the month ly simple arithmetic average LME 3-month days out of stock. Reporting procedures , trim, liquidation, control and recovery will be specified by a decree of the C ouncil of Ministers. Article 162: Tax quarry substances The use and collection o f quarry substances are subject to the payment taxes whose rates are set by Join t Order of the Minister of Mines and the Minister in charge of Finance. Article 163: Export tax on artisanal gold mining and diamond Artisanal production of gol d, diamonds and other precious materials is subject to an export tax at the rate s below: for Gold, the rate of this tax is two percent (2%) for the Bank Center of the Republic of Guinea (BCRG) and one percent (1%) for the private sector, th e reference value for the calculation of the tax being purchase price of the gol d BCRG; for diamonds, the rate of three percent (3%) of the value set by Experts from the National Bureau of Expertise diamonds, gold and other precious materia ls. Page 78 78 Stones with a unit value equal to or greater than five hundred thousand d ollars of United States of America ($ 500,000), this rate is two to percent (2%) . A joint order of the Minister in charge of Finance and Minister responsible fo r Mines may adjust these rates based on market conditions. Article 164: Export t ax on industrial production and semi industrial diamond Industrial production, s emi-industrial and artisanal diamond is subject to an export tax at the rate of three percent (3%). This fee is separate from Mining tax under section 161 above entitled "Tax substances mining ". Article 165: Distribution of different budge ts The mining tax, flat fee, the tax on quarry substances as well as Tax-scale p roduction, however, paid to the National Budget by companies mining are distribu ted as follows: National Budget .............................................. n inety percent (80%) Direct support to the local budget of all Local communities across the country ............................. Fifteen percent (15%) The Minin g Investment Fund ......................... five per cent (5%) The export taxes on craft production, industrial and semi-industrial Diamond referred to in Artic les 163 and 164 are distributed as follows: National budget .................... ................ Sixty seven percent (67%) BNE ................................. ................. a twenty percent (21%) Expert Evaluator ...................... ............ twelve percent (12%) The corresponding amounts are subject to publi cation in the Official Journal and Official of the Ministries of Mines Website, Decentralization and Finance. Terms of use, management and control quize percent (15%) allocated to local authorities are subject to a joint order of the Minist ers of Mines, Decentralization and Finance in accordance with provisions of the Local Government Code. Article 166: Categorization of goods to be imported by co mpanies mining and direct subcontractors Imports of mining companies and their d irect subcontractors are classified into the following categories: Page 79 79 1st category: equipment, materials, large tools, equipment and vehicles o n the register of assets of the companies concerned, excluding passenger vehicle s; 2nd category: all raw materials and consumables necessary for the extraction and recovery of crude ores; 3rd category: raw materials and consumables required on-site processing of ore into finished or semi-finished product; 4th category: fuels, lubricants and other petroleum products not within the mineral processin g semi-finished or finished product; Article 167: Procedure for approval lists f or different categories To benefit from the relief provided by the Customs Code,

companies mining should establish and approve by the Minister responsible for m ines and Minister in charge of Finance, before the start of their operations, De tailed import goods used in each of the categories referred to lists Article 166 above. These lists may be revised periodically to reflect the changing needs of companies, production capacity and the availability conditions competitive prod ucts manufactured locally. Article 168: Different phases of activities of mining companies Tax and customs advantages enjoyed by mining companies vary depending on the activity phase. These phases are: The research phase; The phase of insta llation or construction; The operational phase or production. These tax and cust oms benefits are defined in this title. With regard to petroleum products, local purchases of mining companies enjoy no exemption. The grant from the state on t he price of petroleum products is not applicable to the mining sector. CHAPTER I II: TAX BENEFITS AND CUSTOMS IN PHASE RESEARCH Article 169: Exemption from VAT a nd Income Taxes Licensees search for minerals have the duration of the research exemption: Page 80 80 - The Value Added Tax (VAT), imports of materials and spare parts needed to operation of professional equipment and material with the exception of materi als of construction, automobile spare parts, furniture; services provided by dir ect subcontractors; o Minimum Tax Lump (IMF); o tax on industrial and commercial profits or Tax Companies; o the contribution of patent; o contribution to vocat ional training; o registration fees and stamp; o Land Unique Contribution (CFU); o Income Tax Securities (IRVM); o apprenticeship tax. The licensed research and their direct subcontractors are exempt from VAT for imports of goods included i n the mining list duly approved by the excluded property right of deduction acco rdance with the provisions of the Tax Code. Imports of goods not on the mining l ist and local purchases are subject to VAT. The company will benefit from the VA T refund collected through local purchases of goods with the exception of produc ts oil. Article 170: Reporting requirements Notwithstanding the exemptions provi ded for in Article 169 above, the licensees research are subject to the reportin g requirements of use in accordance with Articles 108, 238, 239, 241 of the Gene ral Tax Code. Article 171: Withholding tax on wages National and expatriate work ers are subject to the payment of tax on income in accordance with the legislati on in force. Subject to the provisions of tax treaties duly ratified, holders re search permits are required to make a withholding tax, withholding any other inc ome tax, made on: - Regulations for fees and services by companies or persons Fo reign non-established in the Republic of Guinea; - Insurance contracts with fore ign companies not established in Guinea. This withholding at a rate of 10% is ch arged to the beneficiaries regulations and is not deductible from income tax. It must be taken by Page 81 81 the service recipient and will revert to the Treasury by the 15th of the month following the month in which the deduction was made. Article 172: Customs Duties Licensees research and their direct subcontractors have the regime of tem porary admission for the import of equipment, materials, machinery, trucks, engi nes, generators, etc.. during the period of research. Materials and spare parts for commercial vehicles, necessary operation of equipment and professional equip ment receive full exemption from customs duties, except: - The Fee Processing Li quidations; - The registration fee; - The Community Levy (PC); - The Additional Centimes. Licensees of research are required to provide the CPDM and service Cus toms in the first quarter of each year a statement of material having granted te mporary admission. At the end of the exploration permit, these items must be tem porarily admitted re. In case of resale in the Republic of Guinea, holders becom e liable for all duties and taxes assessed by the Customs Service on the basis a n assessment that takes into account the depreciation occurred until the resale. CHAPTER IV: BENEFITS TAX AND CUSTOMS IN CONSTRUCTION PHASE OF MINE Article 173: Exemption from VAT and other taxes During the construction phase of the mine, t he licensed operating or mining concession and their direct subcontractors are e xempt from VAT for imported equipment listed mining duly approved with the excep tion of excluded property right of deduction accordance with the provisions of t

he Tax Code. Imports of goods not on the mining list and local purchases are sub ject to VAT. The company will benefit from the VAT refund collected through loca l purchases of goods with the exception of products oil. Page 82 82 During the construction phase of the mine, the holders of an operating li cense or a mining concession is exempt from taxation under Article 169 of the th is Code. These exemptions may not exceed the expected duration as specified in t he feasibility study or the date of first commercial production that whether to open pit mining or underground mining. During the construction phase of the mine , the holders of an operating license or a mining concession are subject to with holding tax in accordance with Article 171 of this Code. Article 174: Exemption from customs duties During the construction phase of the mine, the duration shal l be that provided in the feasibility study, the holders of an operating license or concession mining and their direct subcontractors benefit plan Admission Tem porary on equipment, materials, large tools, equipment and vehicles utilities im ported and listed capital companies. In case of resale property temporarily admi tted, the provisions of Article 172 paragraph 4 are applicable. Materials and sp are parts for commercial vehicles, necessary operation of equipment and professi onal equipment, lubricants accompanying materials and equipment benefit from tot al exemption tariffs with the exception of: Charge the Processing Liquidations; the registration fee; the Community levy; the Additional Centimes. CHAPTER V: BE NEFITS TAX AND CUSTOMS IN PHASE OPERATING Article 175: Exemption from income tax The holders of mining titles in the operation phase have three (3) years from t he date of first production, the exemption: - The minimum tax; - Contribution to vocational training; - The single land tax; - Apprenticeship tax. Page 83 83 Section 176: Taxation on Income and other taxes In the operational phase, the holders of an operating license or concession mining are taxed below accord ing to the rules laid down by the Code General of Taxation: - The Value Added Ta x (VAT) - The contribution of the patent; - The tax on industrial and commercial profits or tax companies in the ordinary rate; - Tax on income from securities (IRVM) at the rate of ten percent (10%); - The recording rights to the acts esta blishing the company, capital increase by acquisitions, capital contributions, i ncorporation of profits or reserves, or fusion; - The lump sum payment of wages at the rate of six percent (6%); - The withholding tax on non-wage income (RNS) at the rate of ten percent (10%); - The withholding tax on wages in accordance w ith Article 171; - The single tax on vehicles with the exception of vehicles and equipment site at the prevailing rate. Fuels and lubricants and other petroleum products imported are subject to common law. In addition, the holders of mining titles and career are subject to payment environmental taxes and charges on cla ssified establishments, accordance with the Environmental Code and its texts app lication. Article 177: The deductible expenses profits During the operational ph ase, all expenses incurred by the holders of a operating license for mineral sub stances or of a mining concession in the purpose of generating income are allowe d for purposes of calculating the tax Industrial and Commercial Profits and the corporate income tax, including: - Overhead of any kind, staff costs and labor l umber, rent buildings whose company is the lessee, spending Repair and maintenan ce of business premises and equipment, excluding expenditure expansion or transf ormation; - Financial costs when they meet the general conditions deduction of e xpenses Page 84 84 - The company and that interest rates are those in use when the borrowing shall, within the limits and in the General Code Tax; - Deficits in previous ye ars in accordance with the Code General of Taxes; - Depreciation actually made b y the company. Companies mining are allowed to participate in discount amortizat ion accordance with the Tax Code; - The provision for rehabilitation of mining s ites; - The provision for recovery of deposits; - Contributions to the Local Dev elopment Fund; - Losses recorded as a result of fluctuations in exchange under t he terms defined in the General Tax Code. Section 178: Provision for rebuilding deposit A provision for recovery of deposit up to a maximum of ten percent (10%)

of taxable income can be made by holders of business license or concession at t he end of each year, tax-free income. Upon exercise deficit, the provision is ca lculated on the basis of zero point five percent (0.5%) of the value of the busi ness operated by commercial products. This provision should be used within two y ears of its constitution funding of research work or mining in the territory of the Republic of Guinea. The portion of the allowance that would have been used a nd must be reported to results of the third year following the year for which it was established. Article 179: Customs duties for processing equipment on Place In addition to the fees and charges referred to in Article 172, the licensed ope rating, or pay a mining agreement, during the phase operating duties at a single rate of six percent (6%) for equipment, hardware, wholesale tools, machinery an d commercial vehicles, on the list of property companies when they are intended to on-site processing of ore into finished and semi-finished products. Page 85 85 Raw materials and other consumables necessary for the transformation on-s ite ore into finished and semi-finished products and oil used to produce energy are subject to the same tax. Article 180: Customs duties for mining equipment In addition to the fees and charges referred to in Article 172, the licensed opera ting a mining agreement attached to an operating permit or a mining concession a nd their direct subcontractors perform during the operational phase, customs dut ies at a single rate of eight percent (8%) for the importation of equipment, mat erials, heavy machinery, equipment and commercial vehicles, listed companies and capital for the extraction of ore. Raw materials and other consumables necessar y for the extraction and ore beneficiation are subject to customs duties above. The extension or renewal of equipment and other equipment is subject to taxation above. Article 181: Personal Effects of expatriate staff Personal effects impor ted by staff working for the holders of mining exploitation permits or mining co ncession and their subcontractors direct are exempt from customs duties. Means p ersonal effects, household effects and having no commercial character. CHAPTER V I: STABILIZATION AND TAX SCHEMES CUSTOMS Article 182: Application of the stabili zing mineral substances The stabilization of the tax and customs arrangements ar e guaranteed license holders operating or beneficiaries of an agreement or a min ing concession during the period defined in this article. In any case, the stabi lization period the tax and customs regime can not exceed ten (10) years for the license and ten (10) years also for mining concession with the latter, the poss ibility of an extension of five (5) years against an annual premium stabilizatio n define the investor. During the stabilization period, holders concerned may be penalized by changes having the effect of increasing the load and tax rates, ta x bases and the aforementioned taxes remain as existed at the date of the licens e or concession and no new taxes or charge of any kind shall apply to the owner or beneficiary during this period with the exception of fixed duties, taxes and mining royalties. Page 86 86 Article 183: Application of stabilizing substances career The quarry subs tances whose operation requires investments important and that the share of prod uction for export is at least fifty percent (50%), or whose annual output exceed s ten thousand (10,000) m, can be classified into mineral substances and thereby benefit plans tax and customs applicable to mineral substances other than those which they are exposed by this Code. The quarry substances not within the scope and defined are subject to common law except the regime applicable to them under this Code. CHAPTER VII: REGULATION OF CHANGES Article 184: Opening of foreign c urrency accounts Holders of mining rights and their direct subcontractors are su bject to the exchange regulations in force in the Republic of Guinea. They are r equired repatriate their foreign exchange earnings from exports of ore on accoun ts of the Central Bank of the Republic of Guinea (BCRG) opened in the books of a foreign bank first order. Appropriate banking arrangements are made for this pu rpose with the Bank Center of the Republic of Guinea (BCRG) to cover expenditure s Guinean francs, the opening of foreign currency accounts, and for all types of transaction outside including payments to foreign suppliers goods and services necessary for the conduct of mining and quarrying and for debt service. Article

185 Guarantees transfer Subject to meet its obligations, it is guaranteed to hol d securities mining the free transfer abroad dividends and capital products inve sted and the proceeds of liquidation or realization of its assets. It is guarant eed to foreign workers residing in the Republic of Guinea, an employee by a hold er of a mining title and its direct subcontractor, free conversion and free tran sfer to their country of origin, or any part of the wages or other elements of c ompensation due to them, subject to taxes and other taxes have been paid in acco rdance with the provisions of this Code. Article 186: Declaration import and exp ort of precious materials The import and export of gold is subject to prior noti fication to the Central Bank of the Republic of Guinea (BCRG). These stones and other precious gems are subject to prior declaration National Bureau of Expertis e (BNE). Page 87 87 CHAPTER EIGHT: OTHER PROVISIONS AND ACCOUNTING ECONOMIC Article 187: Nati onal Accounts and audit The holder of a mining or quarry must take in the Republ ic of Guinea, a accounts in accordance with SYSCOA, to certify for each year by an Auditor approved by Guinea's balance sheet and accounts operations and report its financial statements each year end Minister of Mines and Minister in charge of Finance no later than April 30 of the following year. It should provide acce ss to records and documents staff the authorized purposes of audit or audit stat e. It should facilitate the work of verification and audit of the state-authoriz ed personnel. For small-scale mining obligations under this section are not appl icable. Article 188: Expenses incurred by the State In cases where the State has conducted research in the grip of a mining title, prior to his assignment, the expenditure shall be then, after audit and evaluation by an independent auditor, reimbursed by the holder of the account of the Investment Fund Mining. The term s of treatment of these expenses will be determined during the preparation of th e Convention mining or specifications. However, will not be taken into account a s indicated in the first paragraph of This article is expenditure incurred by th e State in the studies fundamental geological, geological mapping base, the stra tegic mineral exploration including all geological methods geophysical, geochemi cal and other leading to the discovery of clues the scope of the exploration per mit prior to the issuance of the permit. Article 189: Investment Research The to tal amount of investment research that the holder of a mining title will be made on the date of issuance of the operating license and after audit and valuation by an independent auditor will be amortized during operation as start-up costs. Documents considered are those certified by the relevant departments of the Mini stry under the control tasks occasional or regular. Page 88 88 TITLE VI OF THE ADMINISTRATIVE AND MONITORING TECHNICAL MINING Article 19 0: Administrative and Technical Surveillance Engineers and Officers and Official s of the Ministry in charge of Mines, particularly those under the command of de partments in charge Mines and Geology are responsible, under the authority of th e Minister of Mines, to ensure the implementation of this Code and its texts app lication, as well as administrative and technical supervision of the work resear ch, exploitation, processing, mining and quarrying and their dependencies. These engineers, officials and agents under this section have quality to exercise pol ice supervision for the conservation of buildings and protection of mining title s and quality control of permanent staff circuit commercialization of valuable s ubstances from areas production to trading houses or boundaries for their export s. They assist and advise farmers on inconvenience or improvements to their busi nesses. Orders of the Minister for Mines and decrees taken on its recommendation enact specific rules to be observed for some work mining or quarry. Managers an d staff performing the operations and administrative supervision technology must have a mission order issued by a competent whose duration is limited in time or officially designated perform these functions in a covered act of signature of the Minister in charge of mines. In the health and environmental monitoring and control area are provided by the National Directorate of Mines in collaboration with the Evaluation Committee Environmental and Health Impacts. These operations ensure the effective implementation of may be inadvertent and unannounced for:

health adjustment plan referred to Article 218 of this Code; assess the level of implementation and compliance with recommendations preceding; modify the plan i f necessary; establish the minutes submitted to the competent authorities and re ported the level of implementation of recommendations. Article 191: Financial Mo nitoring Managers and staff of the Ministry in charge of mines, especially those General Inspection and the Ministry in charge of Finance duly authorized have r ight of access to all documents, statements, any financial account and parts doc uments obtained or made by the holders of mining or quarry. Of Page 89 89 even the holders of mining or opening quarries are required periodically transmit to the Authority all information relating to movement of funds operated on the territory of the Republic of Guinea and abroad as part of the mining ope rations and career. Managers and agents running operations financial supervision must also be equipped with a mission order according to the last paragraph of A rticle 190 above. Article 192: Control quantity and quality of products The quan tity and quality of mineral resources for export as well as imported by mining c ompanies petroleum products should be a strict verification of the relevant depa rtments of the Ministry of Mines in report with the Institute of Standardization and Metrology. Every ship ensuring the export of mineral products or delivering products petroleum operations is compulsorily subject to technical inspection. The deviations must be justified under the discretion of the competent services the state. Article 193: Conservation of Geological and Mining documentation The Mining Engineers and other officials and agents under the command service in cha rge of information and geological documentation responsible for developing, upda ting, storage and dissemination of documentation of mineral or fossil substances . TITLE VII: STATEMENTS OF EXCAVATION AND SURVEYS GEOPHYSICAL AND GEOTECHNICAL A rticle 194: Obligation to declare Any natural or legal person undertaking a surv ey, a book underground, a search, regardless of the subject, with the exception of wells in use servant, whose depth exceeds ten (10) meters, is required to dec lare the National Directorate of Mines and must be able to justify this statemen t. Any opening or closing of research work or mining or career, all geophysical, geotechnical any any campaign geochemical exploration and study of heavy minera ls must also subject to prior notification to the Directorate of Mines. This dec laration must be made at least one month before the opening and three (3) months before the closing work. Any significant change in the mining method adopted, a ny change in the scope of work and any change of work program is also subject to prior notification at least one months in advance. Page 90 90 Article 195: Confidentiality of information The documents and information collected under section 194 below above can not be made public or disclosed to third parties mining administration unless authorized by the author of the work before the expiry a period of three (3) years from the date on which they were o btained. For work performed in bed or rivers and exception to paragraph above, t he information relating to the security of navigation, immediately fall into the public domain. Article 196: Right of access The departments in charge of Mines and Geology to have access to all surveys, underground and excavation work durin g or after execution and whatever their depth, and getting back all samples or o btain all documents and information of geological, geotechnical, hydraulic, hydr ographic, topographic, chemical, mining or commercial. Article 197: Disclosure a nd discovery Holders of mining or quarry titles are required to notify immediate ly CPDM all substances they discover, whether or not covered by their title. The information provided to the CPDM on the substances referred to Chapter IV of Ti tle IV of this Code are kept confidential. Holders of mining or quarry titles mu st communicate Information Geological and Mining Service documentation, informat ion geological, topographical, mining and others that they have collected over t heir work within the scope of their title. Any failure to include this informati on requirement, the refusal communicate after a notice or communication voluntar y misinformation about the results of research information, exposes holders mini ng or quarrying payment of compensation assessed say expert of the harm caused a nd / or outright withdrawal of mining or career. Article 198: Obligation to samp

le analysis by the National Laboratory Mines Holders of mining or quarrying are required to file at the Laboratory National Geology, samples from geological res earch and mining and samples of minerals for export. Page 91 91 The content and quality of reference are those determined by the Laborato ry National Geology Laboratory and possibly a third if challenge. However, upon approval of the Director of the National Laboratory of Mines, the holder a minin g claim may, where the laboratory does not have the required capabilities, perfo rm analyzes of samples outside of Guinea. The results of the analyzes are commun icated to the Laboratory. These analyzes focus on both substances as provided on all other members of the group to which it belongs. Article 199: Dangers and ac cidents Any accident in a mine, quarry or its dependencies must be brought to th e attention of the National Directorate of Mines and its representative local in a period not exceeding seventy-two (72) hours. Any serious or fatal accident in a mine, quarry or its dependencies must be borne by the holder to the attention of the management National Mines, the local representative of Administrative au thorities and Court in a period not exceeding twenty-four (24) hours. In this ca se, it is forbidden to change the current situation where the accident occurred and move or modify objects that were there before findings of the accident by th e competent authorities in the presence of representative of the General Inspect orate of Labour and management representative National Mining is completed or un til the latter gave authorization. However, this prohibition does not apply to t he work of rescue or urgent. consolidation Licensees must comply with measures t hat may be ordered for prevent or eliminate sources of danger that their work wo uld run public safety, hygiene miners, conservation of mine or quarry or nearby quarries, water sources, pathways public. In case of emergency or in case of ref usal by the parties to comply with these injunctions, the necessary measures are taken by the National Directorate of Mines or duly authorized agents, and execu ted automatically at the expense of those concerned. In case of imminent danger, the National Directorate of Mines or agents duly entitled immediately take the necessary measures to stop the risk and may, if necessary, send for this purpose all the relevant requests local authorities. An application text specify the me asures themselves. Page 92 92 Article 200: Completion The mine operator or carrier must, upon ceasing o peration of a house where remaining recoverable reserves, leaving it in a condit ion that will allow the rational recovery operations. Otherwise, the necessary w ork is done automatically by the National Directorate of Mines in charge of this operator. PART VIII: OFFENCES Article 201: Disputes Any disputes which administ rative acts lead taken implementation of this Code are the responsibility of nat ional courts. Article 202: Reports of the National Directorate of Mines In all c ases where disputes between individuals concerning encroachments perimeters mini ng or quarry titles are brought court, reports the National Directorate of Mines may hold Instead of an expert report. Article 203: Public Action In accordance with Articles 1 st and 13 of the Code of Procedure Criminal, the Mining Enginee rs, other officials and agents duly sworn and placed under the responsibility of the National Directorate of Mines, are empowered to initiate and conduct the pr osecution in the event of breach provisions of this Code and its implementing re gulations. Article 204: Establishment of offenses and proceedings Violations of the provisions of this code and laws relating to its application are found by p olice officers, Agents sworn of the National Directorate of Mines and other Agen ts specially appointed for this purpose. The trial reports prepared by the perso ns listed and authorized under this section shall be prima facie evidence to the contrary. Article 205: Seizures, prosecution, searches and visits Judicial Poli ce officers, the sworn agents of the National Directorate Mines and other office rs specially appointed for this purpose are entitled to conduct investigations, prosecutions, seizures and searches where appropriate and accordance with the pr ovisions of the Code of Criminal Procedure. Page 93 93 Article 206: The falsification Shall be punished with imprisonment from t

wo months to three years and a fine of fifteen million (15,000,000) to twenty fi ve million (25,000,000) of Guinean francs (FG) or one of these two penalties, an yone who: falsified registration in a mining title or a title of career makes a false statement in order to fraudulently obtain a mining or career; destroyed, m oved or changed through illicit means a terminal boundary scope of mining or qua rry. In case of recidivism, the penalty is three times and the sentence of impri sonment Double. Article 207: Lack of authorization to operate Shall be punished with imprisonment from two months to three years and a fine of ten million (10,0 00,000) to fifteen million (15,000,000) FG or one of these penalties only, anyon e will be delivered to the work of exploration or exploitation of mine or quarry Untitled or outside the limits of its title or undertaking work with operating permits searches. The fine will be above fifteen million (15,000,000) to twenty million (20000000) FG if the substance involved is the diamond or other gem. The conviction will capture the benefit of the State of farm products fraudulent an d instruments used for it. In case of recidivism, the penalty is three times and the sentence of imprisonment Double. Article 208: Fault reporting Shall be puni shed by a fine of two million five hundred thousand (2,500,000) to five million (5,000,000) FG: Any failure to report to the Ministry in charge of Mines Branch National Mines under this code; any failure to notify the Minister of Mines and the National Directorate Mines, as provided in this Code; impediments to the exe rcise of the rights of the National Directorate of Mines that conferred by this Code. Page 94 94 In case of recidivism, the penalty is three times and the sentence of imp risonment Double. Article 209: Violations of protection zones and safety Whoever is guilty of violation of the provisions contained in Articles 110, 111, 112 an d 113 of this Code shall be punished by imprisonment for 15 days to 6 months and a fine of five hundred thousand (500,000) to one million franc Guinea (1,000,00 0) FG or one of these penalties. In case of recidivism, the penalty is three tim es and the sentence of imprisonment Double. Article 210: Acts of sabotage, destr uction and assault Mining companies and their direct subcontractors must have s ecurity necessary to peaceful enjoyment of the title for the proper execution of their activities and their obligations. Without prejudice to the provisions of the Penal Code, any individual or collective act of sabotage, destruction or oth er assaults that target, workers, assets and other movable or immovable property of the mining companies and their sub- direct contractors entitlement in accord ance with the Civil Code, a civil damages for any direct injury resulting. In ca se of recidivism, the penalty is three times and the sentence of imprisonment Do uble. Article 211: Other violations Without prejudice to the provisions of the P enal Code, shall be punished by imprisonment of fifteen (15) days to six (6) mon ths and a fine of one million (1,000,000) to ten million (10,000,000) FG, anyone radioactive sub who commits an offense the provisions of this Code relating to: stances; hazards and dangers, as well as health and safety. In case of recidivis m, the penalty is three times and the sentence of imprisonment Double. Article 2 12: Fraudulent Possession of precious materials With the exception of those lis ted in Article 62 above, any person found in possession of diamonds and other ge ms in the rough shall be punished by a sentence of six (6) months to two (2) yea rs in prison and a fine equal to twice the value of the goods seized without suc h fine may be less than twenty million Guinean francs (20 million) FG or one of these penalties only. Page 95 95 In case of recidivism the penalties mentioned above shall be doubled, wit hout prejudice a banishment of three (3) to five (5) years. The conviction may c apture the benefit of the State, the diamonds or gems found the offender and the means used to transport seized products. Article 213: Violation of the provisio ns of this Code relating to the payment bribes, kickbacks Constitutes acts of b ribery or influence peddling defined in Articles 194 and 195 of the Penal Code a nd shall be punished by fines and imprisonment provided for in the Code, the vio lation of the provisions of this Code relating to the prohibition of the payment of bribes by wine companies. Every corporation convicted of paying bribes wine

punishable by a maximum civil penalty of five percent (5%) of total business in the last year before the trial, or five percent (5%) of sales of the year in whi ch the offense was committed, or height damage caused by the offense, the highes t applicable value. This fine will apply notwithstanding the application of any other penalties provided for by the Penal Code. Article 214: Indexing fines In the event of significant change in economic conditions in Guinea, the fines spec ified in Articles 207, 208, 209 and 211 of this Code may be modified by Joint Or der of Ministers of Mines and Finance. Article 215: Penalties under other codes Notwithstanding the penalties provided for in this Code and under Article 7 of this Code, it is expressly stated that the penalties prescribed by the Codes Cri minal, Labour and Environment apply. Article 216: Update and publication of sett lement penalties The penalties provided for in this Code may be adjusted by ord er Joint Ministers of Mines and Finance to reflect changes in financial and econ omic conditions in the Republic of Guinea. The settlement of penalties provided for in this Code is subject to a publication in the Official Gazette and the Off icial of the Ministry of Mines Website. Page 96 96 TITLE IX: MISCELLANEOUS PROVISIONS, TRANSITIONAL AND FINAL Section 217: R ules applicable to earlier titles This Code does not affect the ownership of exi sting mining claims before its adoption. The provisions relating to the mining t ax to customs duties, employment, the training, transparency and the fight again st corruption apply to all mining companies operating phase and take effect sixt y (60) days the date of entry into force of this Code. With regard to the other holders of mining tit provisions of this Code applies fully and in its entirety: les and careers have not yet been mining agreements, holders of mining contracts signed but not ratified or ratified with reservations; holders of mining agreem ents not tied to operating as (Mining concession or mining license). With partic ular conventions attached to operating as, duly signed and ratified in accordanc e with the provisions of the Mining Code force on the date of their entry into f orce, in case of any inconsistency between their provisions and the provisions o f this Code, other than those on the mining tax, the customs duties, the employm ent, training, transparency and the fight against corruption, referred to in the second paragraph above, the government and holders of such agreements to work t ogether harmonize these agreements with the current mining code as soon as possi ble. All tenements, and any mining agreement, are published in the Official Jour nal and on the official website of the Ministry of Mines site, and no confidenti ality clause present in such securities or agreements shall not be invoked to pr event their publication. Article 218: Transitional Health Existing mining claim s on the date of entry into force of this Code shall be a Health Plan Adjustment previously approved and validated by the Evaluation Committee of the Environmen tal and Health Impacts, or its equivalent before being submitted for approval to the competent authority within a period of six (6) month. Page 97 97 Article 219 Settlement of disputes Disputes between one or more mining in vestors to the State and related to the extent of their rights and obligations, the performance or non-performance of their commitments at the end of their secu rities, the sale, transfer or farm-out of their rights arising may be subject to the grievance procedure amicably. If a party believes that the mutual agreement procedure has failed, the dispute shall, either before the competent Guinean co urts or in arbitration or national international. In all other cases, disputes a rising from the interpretation and application of this Code shall be brought bef ore the competent courts Guinea. Section 220: Repeal of previous provisions Subj ect to the provisions of Article 217 of this Code are hereby repealed all provis ions contrary to the provisions of this Code, including the Act L/95/036/CTRN Ju ne 30, 1995 Mining Code of the Republic of Guinea, the Act L/93/025/CTRN of 10 J une 1993 on the artisanal and marketing of diamonds and other gems. Article 221: Publication in the Official Journal This law shall be registered, published in the Official Journal of the Republic of Guinea and enforced as State law. Conakr y, September 9, 2011 Prof. Alpha CONDE