CONTRACT FOR SALE

JAYAH RICHARD
(Vendor)

MOROBE MINES LIMITED

(Purchaser)

CONTRACT OF SALE

KUP & ASSOCIATES

Section 145 Lot 29
Malolo Estate
P.O. Box 1207
Waterfront
National Capital District
Papua New Guinea

Phone: +675 75242120

Email: kupadrian0017@outlook.com

Page 1 of 11
 Contract for Sale

AN AGREEMENT dated 1st day of April 2018.

BETWEEN

JAYAH RICHARDS, a of P.O. Box 22, BOROKO, NCD, an Accountant;

(the Vendor)

AND

MOROBE MINES LIMITED of P.O. Box 144, Port Moresby, National Capital
District, a company duly incorporated under the laws of Papua New Guinea.

(the Purchaser)

WHEREBY IT IS AGREED AND DECLARED AS FOLLOWS: -

SALE AND PURCHASE

1. The Vendor sells and the Purchaser of his nominee buys all the Vendor’s
estate, title and interest in and to the land described in the First Schedule
hereto together with all buildings and fixtures thereon more particularly set
out in the Second Schedule hereto and together with the chattels which are
to set out and described in the Third Schedule hereto and which the Vendor
warrants to be his own unencumbered property (together referred to as “the
property”), free of all encumbrances other than those referred to in this
Agreement.

PURCHASE PRICE

2. The purchase price is Four Hundred Thousand Kina (K 400, 000.00)

of which the sum of Twenty Thousand Kina (K20, 000.00) represents
the agreed fair sale value of the said chattels as at Schedule 1.

3. The purchase price shall be paid by the Purchaser in the following manner: -

(a) a deposit of Forty Thousand Kina (K 40, 000.00) to the

Vendor’s lawyer as stakeholder on or before execution of this
Agreement; and

(b) the balance namely Three Hundred and Sixty Thousand Kina
(K360, 000.00) upon completion to the Vendor’s lawyer or as the
Vendor or his lawyer may direct in writing.

ACCOUNTING FOR THE DEPOSIT

Page 2 of 11
4. The person to whom the deposit is paid shall account to the Vendor for it
upon receipt of an order in writing from the Purchaser or his lawyer
authorising such accounting.

ENCUMBRANCES

5. The land is sold subject to the reservations, exceptions, covenants and

conditions contained or implied in the State Lease referred to in this
Agreement.

POSSESSION

6. Vacant possession shall be given and taken upon completion.

REQUISITION AND OBJECTIONS

7. The Purchaser or his lawyer may within fourteen (14) days of the date of this
contract make sure requisitions or objections not consistent with the terms of
this contract as he may see fit with regard to the title of the Vendor or
concerning any matters appearing in this contract. All requisitions or
objections not so made shall be deemed to have been waived by the
Purchaser and in default of such requisitions (if none) and subject to such (if
any) as are so delivered the Purchaser shall be deemed to have accepted the
Vendor’s title.

VENDOR’S POWER TO RESCIND

8. If the Purchaser within the said fourteen (14) days makes any such
requisition or objection which the Vendor is unable or unwilling to remove
or comply with the Vendor or his lawyer (whether he has attempted to
remove or comply with the same notwithstanding any negotiation or
litigation in respect thereof) may give to the Purchaser of his lawyer notice in
writing of the Vendor’s intention to rescind the contract at the expiration of
fourteen (14) days from the date of service of that notice unless such
requisition or objection is withdrawn. If such notice is so given and the
requisition or objection is not withdrawn within fourteen (14) days the
contract shall thereupon be rescinded and the Vendor shall repay to the
Purchaser all deposit and other monies received by him or his agent on
account of the purchase price but without interest, cost and damages and
such repayment shall be accepted by the Purchaser in full satisfaction of all
claims.

OMISSION OR MISTAKE

9. No omission from the particulars or mistake in the description

measurements or area of the land shall invalidate the sale unless the Vendor
rescinds pursuant to clause 8 of this contract but if notified to other party in
writing within two months of the date of this contract such omission or
mistake shall be the subject of compensation to be paid or received by the
Vendor as the case may require and to be assessed on case the parties differ
by two arbitrators or their umpire in accordance with the Arbitration Act
Page 3 of 11
 chapter 46 or any Act passed in substitution or re-enactment thereof and this
clause shall in that event be deemed to be a submission to arbitration within
the meaning of that Act.

DEFAULT BY PURCHASER

10. If the Purchaser makes default in the performance or observance of any of

his obligations under this contract and if after fourteen (14) days’ notice in
writing has been given by the Vendor to the Purchaser to remedy the default
that default continues the whole of the time being remaining unpaid shall
notwithstanding anything contained in this contract and without prejudice
to any other rights of the Vendor at the option of the Vendor become
immediately payable and recoverable.

11. (a) If the Purchaser makes default in the performance or observance of any
of his obligations under this contract the Vendor shall not be entitled to
exercise any of his rights) other than his right to sue for the recovery of
any monies then owing and recoverable unless and until he serves on
the Purchaser a notice in writing specifying the default and stating his
intention to exercise his rights and remedies unless the default is
remedied within a period of fourteen (14) days from the date of service
of the notice and the Purchaser fails within that period to remedy the
default.

(b) If such notice also state that unless the default is so remedied the
contract will be rescinded pursuant to this sub-clause, then if the
default is not remedied within such period: -

(i) the contract shall at the expiration of the said fourteen (14) days
be rescinded and the deposit shall be forfeited to the Vendor;

(ii) the Vendor may proceed to take or recover possession of the

property; and

(iii) the Vendor may at his option either:-

• retain the property and sue the Purchaser for damages for
breach of contract; or

• resell the property by public auction or private contract.

12. If the Vendor exercises either of the options open to him under clause 11(b)
(iii) of this contract he shall be entitled to retain the deposit and all
instalments of purchase price paid under this contract until:-

• in the case of retaining the property and suing for damages for breach
of contract, the final determination of those damages; and

• in the case of a resale, the completion of that resale.

13. (a) If the Vendor exercises his option of retaining the property and suing
the
Page 4 of 11
 Purchaser for damages for breach of contract he shall be entitled to
apply any monies retained under clause 12 of this contract in
satisfaction or partial satisfaction of the damages awarded and expenses
incurred in obtaining those damages the excess shall be paid to the
Purchaser by the Vendor.

(b) If the Vendor exercises his option of reselling the property, the Vendor
shall be entitled to apply any monies retained under Clause 12 of this
contract in satisfaction or partial satisfaction of any deficiency upon
such resale and the expenses of and incidental to that resale and:-

(i) if the monies retained under Clause 12 of this contract are

insufficient to cover such deficiency and the expenses of and
incidental to the resale, the difference shall be paid on demand by
the Purchaser to the Vendor as and by way of liquidated
damages; or

(ii) if any monies retained under Clause 12 of this contract exceed the
total of the amount of such deficiency and the expenses of and
incidental to the resale, the excess shall be paid to the Purchaser
by the Vendor.

(c) In the event of a resale, it shall not be necessary for the Vendor first to
tender a transfer to the Purchaser.

INCOMING AND OUTGOING

13. The Vendor shall be entitled to rents and profits and shall pay or bear all
State rent, Local Government rates and charges, fire insurance premiums
and other outgoings up to and including the date of completion from which
date the Purchaser shall be entitled to and shall pay or bear the same
respectively and any necessary apportionment thereof shall be made and
adjusted upon completion.

INDEMNITY

14. From and after completion and the Purchaser shall observe and perform all
the conditions and stipulations contained in the State Lease or therein
implied by virtue of any relevant Statute and shall hold and keep the Vendor
indemnified against all actions, suits, proceedings, claims and demands
whatsoever arising out of or in relation to such conditions and stipulations
in respect of any act, matter or thing done or omitted to be done after
completion. It is expressly agreed that the provisions of this clause shall not
merge in any transfer instrument pursuant to this contract.

POSSESSION BEFORE TRANSFER

15. It before completion the Purchaser is given the benefit of possession of the
property then until completion:

Page 5 of 11
 (a) he shall not let or part with possession of the property or make any
structural alteration or addition to it;

(b) he shall: -

(i) keep the property in good repair having regard to its condition at
the date of possession and permit the Vendor or his agent at all
reasonable times to enter and view the state or repair;

(ii) at his own cost keep all buildings insured against loss or damage
by fire in the names of the Vendor and deliver the policy and
annual premium receipt of the Vendor;

(iii) punctually pay all rates and taxes on the property and any
necessary appointment shall be made at the time provided in
Clause 14 or the date of possession whichever is the earlier;

(iv) comply with the provisions of all statute and regulations

applicable to the property.

If the Purchaser shall make default in any of these obligations the

Vendor may without notice make good the default and without
prejudice to his other rights may recover from the Purchaser as a debt
the cost of so doing with interest thereon at ten per centum per annum
until repayment and such amount and interest shall until repayment be
a charge on the property.

ASSURANCE

16. The Purchaser shall at his own expense prepare and perfect a transfer
instrument and deliver it to the Vendor or his lawyer for perusal and
agreement within fourteen (14) days of the notification to the Purchaser or
his lawyer that this contract has been approved.

COMPLETION

17. The purchase shall be completed at a time to be fixed by the Vendor being a
date not earlier than fourteen (14) days after the notification to the Purchaser
or his lawyer that this contract has been approved. If the Vendor fails to fix
a date and time for completion with 12 days of that approval the Purchaser
may fix a date and time for completion. At the time and place fixed for
completion the Vendor and all other necessary parties, if any, shall, upon
payment of the balance of the purchase price and any other monies payable
under this Agreement, deliver to the Purchaser an executed transfer
instrument either duly approved or capable of being approved together with
the State Lease or the proper muniments of title as appropriate.

COMPLIANCE WITH CONDITIONS AND STIPULATIONS

18. The Vendor warrants and agrees that he has complied with all the
covenants, conditions and stipulations contained in the State Lease over the

Page 6 of 11
 property and has done no act nor made any omission whereby that State
Lease maybe forfeited.

PAYMENT

19. Payment or tender of any monies payable under this contract by the
Purchaser to the Vendor maybe either in legal tender or by a cheque issued
by any bank carrying on business in Papua New Guinea and any such
payment or tender shall be a good and sufficient payment or tender of any
monies payable under this contract.

COSTS

20. The Vendor and the Purchaser shall each pay his own costs of and incidental
to this sale and purchase but all stamp duty on this contract and on my
duplicate or triplicate copy hereof any duty on the transfer instrument shall
be paid by the purchaser.

STATUTORY APPROVAL

21. This contract is subject to approval and unless and until approval is given
shall have no force or effect. In the event of approval being refused the
Vendor shall repay to the Purchaser the deposit referred to in this contract
and any other monies paid by the Purchaser to the Vendor pursuant to this
contract. The Vendor and the Purchaser or both of them shall promptly do
all such acts within his or their power as may reasonably be necessary or
desirable to ensure that approval is not delayed or withheld.

NOTICES

22. Any demand or notice by one party to be made or given under this contract
shall be sufficiently made or given if made or given personally to the other
party or his lawyer or if posted by prepaid letter to the address of the other
party contained in this contract or to the lawyer of the other party. This
provision shall not derogate from any statutory power relating to the giving
of notices.

INTERPRETATION

23. In this contract the following words and expressions shall when the context
requires or permits have the following meanings:-

“Approval” means approval by the prescribed authority under the

provisions of Sections 128 of the Land Act 1996 and “approved” has a
similar meaning.

“State Lease” means and includes a State Lease, Government Lease or

Crown Lease or whatever expression maybe used to described a lease from
the Government pursuant to the Land Act 1996 or any statute which it
replaced or which may replace it and includes a granted application for such
a lease.

Page 7 of 11
 “Proper muniments of title” means in relation to an application for lease
granted before or under the Land Act 1996 and where the Vendor is not the
original grantee transfer instruments properly executed and duly approved
from each of the Vendor’s predecessors in title “transfer instrument” means:-

• In relation to land registered under the Repealed Real Property Act 1913
or the Repealed Land Registration Act 1924, form of transfer prescribed
by those Acts.

• In relation to an application for a lease granted before the Land Act

1962, came into force, the form of “Assignment of Interest in an
Unregistered Lease”.

• In relation to an application for a lease granted under the Land Act

1996, the form of transfer prescribed in the Land Registration Act
Chapter 191 together with:

(i) an irrevocable letter of authority addressed to the person

authorised to issue leases under the provisions of the Land Act
1996, executed by the Vendor, authorising the Purchaser or his
Delegate to receive the lease instrument (State Lease/Title Deed)
when it issues;

(ii) a power of attorney appointing the Purchaser the Vendor’s

attorney for the purpose of signing an acceptance of the lease
instrument and of signing an acceptance of the lease instrument
and of signing of all documents necessary to procure the issue of
the lease and for delegating all the powers contained in the power
of attorney.

25. Words importing the singular number include the plural number.

26. Words importing the machine gender include the feminine gender.

27. Words importing persons include firms and corporations.

Page 8 of 11
 THE FIRST SCHEDULE

ALL THAT piece of or parcel of land described as Allotment 14 Section 65, Waigani,
National Capital District being the whole of the land comprised in the State Lease,
Volume 33, Folio 40.

THE SECOND SCHEDULE

Four (4) bedroom residential High Covenant House, furnished with White Goods.

THE THIRD SCHEDULE

HOUSE

(A) LIVING ROOM

1x3 Piece Lounge Suite

1x Camphor Wood Chest
1x Dining room table
4x Dining room chairs Wall to wall carpet Curtains
1x Small Coffee table Book shelves
2x Brass lamps on stands
1x Air conditioner
2x Wall paintings
1x Big Copper Wall Vase
1x Painted glass picture
1x Hanging mirror
1x Mini Bar Area
2x Swivel Bar stools
1x Ceiling fan
5x Large cushions
5x Small cushions

(B) MAIN BEDROOM

1x Wall to wall Arabian carpet

4x Curtains
1x Jumbo size water bed and base wardrobe (built in) 2 x Fans
1x Air conditioner

(C) 2ND BEDROOM

1x Single Bed with mattress

1x Curtain
1x Wall to wall carpet
1x Wardrobes (built in)
1x Fan

Page 9 of 11
(D) 3RD BEDROOM
1x Single Bed with mattress 1x Curtain
1x Wall to wall carpet
1x Wardrobe (built in)
1x Fan
1x Study Table with small light stand

(E) 4TH BEDROOM

1x Single Bed with mattress 1x Curtain
1x Wall to wall carpet
1x Wardrobe (built in)
1x Fan
1x Study Table with small light stand
(A) 4TH BEDROOM

(F) STUDY OFFICE

1x Safe Curtains
1x Wall to wall carpet
1x Fan
1x Study table with side board attached
1x Office chair (blue)

10
THIS CONTRACT OF SALE AGREEMENT IS EXECUTED ON THE 1 st DAY OF APRIL 2018
BY THE VENDOR, JAYAH RICHARD AND THE PURCHASER, MOROBE MINES
LIMITED.

SIGNED by the Vendor )

in the presence of: - )
)___________________________
Adrian Kup ) JAYAH RICHARD
Lawyer )
P.O Box 1205 )
Waterfront, _ ) ____________________________
National Capital District ) Witness: Adrian KUP

THE COMMON SEAL of Morobe Mines Limited )

(the Purchaser) ) ____________________________
was hereunto affixed by the ) Director
presence of: Robert Numbos, a Director )
and Peter Peng, the Secretary ) ___________________________
Secretary

11