DRAFT KJ MINING INVESTMENTMINING PARTNERSHIP CONCEPT PAPER

Background
KJ MINING INVESTMENT(herein after referred to as the company) intends but has
not undertaken to mine emeralds and Quartz on its mining land situated on the Kafubu
Mining block and the on Mukushi Mining block respectively. The company is currently
looking to partner with other company (ies) and/or individuals that are capable of
financing its Mining Development Project.

Market Analysis
 Zambia Produces 20% of the worlds Emerald.
 Zambian Emeralds are generally cleaner and more saturated in color
than all Emeralds mined in other parts of the world.
 The popularity of Zambian emeralds has been on the rise over the past
few years. This has enabled the country to gain a reputation of being
one of the greatest sources of Emeralds.
 In the world of Emeralds, Zambia is considered to be the second best
to Columbia as far as the production of eye catching emeralds is
concerned.
 The value of the Zambian emeralds keeps increasing.
[Source: Gem Rocks Auctions]
In light the above it clear that an investment in emerald mining is worth every penny.

Tentative Partnership Guiding Principles:

i. The Partners wish to become legal partners in business.

ii. The terms and condition of their Partnership will be outlined in this Agreement,
but shall mostly be based on this concept paper.
iii. If the Agreement is executed, the Partnership will be in effect on the 31 st day of
October, 2018.
iv. The Partnership’s primary place of business will be in Zambia.
v. The Partnership will be governed under the laws of the Republic of Zambia.
vi. The Partnership’s primary purpose is the mining and sales of precious locally and
globally.

Contributions:

1. The Investing Partners will make an initial contribution to the Partnership as

follows:-
i. Based on the joint needs assessment for the mining development project
a. Confirmatory geological survey reports sanctioned by investor
 b. Cost of excavations: provision of necessary mining equipment and
man power; and, other operational costs direct and/or incidental

ii. Security
iii. Transportation

2. JK mining shall assign and unconditionally give the investor access and rights to
some of its mining blocks, upon agreement with the investor for mining purposes.
This shall not in any way expressly or implied mean the transfer of land
ownership from JK mining to the investor.

Contributions will be submitted no later than the 31 st day of October, 2018. All capital
contributions are final unless all partners give written consent of withdrawal. All
contributions will be deposited into a joint capital account.

Interest and Authority:

i. The Partners’ ownership interest in the Partnership will be as follows: the

Investor shall hold a sixty percent stake of all production (60% each), while
JK Mining shall retain forty percent (40%) stake of all production.
ii. The Partners’ authority will be defined by the following unless otherwise
stated in this agreement:

a. {name of partner} to be President and in charge of the daily operations of

the company.
b. The Profits will be accounted by {name of partner} and distributed twice
a year. The distribution dates will be the last day of June and the last day
of December of each year according to the above percentages.

Profits:

In the interest of Partners and the Partnership 50% of net profit of each month will be
deposited into a joint account and used for the distribution of funds as stated above.
Salary:

All Partners must give their unanimous consent if a permanent salary is to be established
and their unanimous consent for the amount of salary to be given to each Partner.

Accounting:
- All accounts related to the Partnership including contribution and distribution
accounts will be audited.
- Partners will keep accurate and complete books for all accounts related to the
Partnership. Any Partner, whether majority or minority, will be allowed to review
all books of account at any time they request.
- The fiscal year will be complete on December 31st of each year. All Partners will
present their position on the state of the Partnership within two weeks of the
completion of each fiscal year.