KRISTIANTO NAFTALI POAE, SH., M.Kn.
NOTARIS
SK Menteri Hukum dan Hak Asasi Manusia Republik Indonesia Tanggal 21 Maret 2017
Nomor: AHU-00283.AH.02.01.Tahun 2017
&
PEJABAT PEMBUAT AKTA TANAH
(PPAT)
Keputusan Menteri Agraria dan Tata Ruang / Kepala Badan Pertanahan Nasional
Nomor: 418/KEP-400.20.3/Xl/2017 Tanggal 2 Nopember 2017
Wilayah Jabatan Kota Manado
AKTA
JOINT OPERATING AGREEMENT
RESTRUCTURING & ACQUISITION OF 100% OWNERSHIP
Grosse/ Salinan
Tanggal: 19 JUNI 2021
Nomor: 15
Jalan Tonsawang Karombasan Selatan, Kecamatan wanea, Kota Manado-95117
Telp.: (0431) 7287238 HP: 082190709221
Email: poaekriatiantonaftali@gmail.com
JOINT OPERATING AGREEMENT
RESTRUCTURING & ACQUISITION OF
100% OWNERSHIP
Number: -15-
--Today, Wednesday, 06-19-2024 (June Nineteen two thousand
twenty four)----------------------------------------------------------------
--At 08.30 WITA (eight thirty of Central Indonesian Time)
--Facing me, KRISTIANTO NAFTALI POAE, Bachelor of
Laws, Master of Notary, Notary in Manado City, North Sulawesi
Province, in the presence of witnesses whose names are mentioned
at the end of this deed and are known to me, the Notary:---------
1. Mr. JEFRI KATORDJO, born in Talawaan, on 06-09-1985
(June nine one thousand nine hundred and eighty five), Private
Employee, Indonesian Citizen, resides in Talawaan Village,
Jaga VII, Talawaan District, North Minahasa Regency , North
Sulawesi Province, holder of a Population Identification Card
with Population Identification Number (N.I.K):
7106090906850002; --------------------------------------------------------
--temporarily residing in Manado; -------------------------------------------
According to the information, to take legal action in this deed
for and on behalf of himself; --------------------------------------------------
(hereinafter referred to as the first party").---------------------------------------
2. Mr. NILS ANDREW OLLQUIST, born in Berlin, on 07-31-
1956 (July thirty-first one thousand nine hundred and fifty-six),
residing at 1 East Liberty, Reno, Nevada,.United States, holder
of Passport Number: PAl 288795;-----------------------------------------
--temporarily in Manado; ---------------------------------------------------
--According to his statement to carry out legal action in this deed
Acting in his Position as Director of SL GROUP HOLDINGS
,:
LTD, a wholly owned subsidiary of BROOKMOUNT
EXPLORATIONS, INC, a Nevada company which has its
registered office at 1 east Liberty, Reno, Nevada, United States ;--
--(hereinafter also referred to as "Second Party").------------
--My presenters, Notaries, lmow. -----------------------------
The presenters who act in their position/position as mentioned
above, hereby first explain:---------------------------------------
--That the First Party is the owner of 50 Ha (fifty hectares) of land
located in North Minahasa Regency, District of Talawaan,
including any mineral deposits and processing facilities situated in
and on the land (the "Property"), which, pursuant to legislative
provisions, may be categorized as immovable property, including
any gold mining processing plant and equipment, such facilities
and equipment having been utilized, by First Party in the mining
and processing of gold since 2010 (the "Mining Operations");---
--By Agreement dated 09-15-2018 (September fifteenth two
thousand eighteen (incorporated by reference and attached hereto),
The Parties agreed to enter into a JointOperating Agreement with
respect to the "Mining Operations" defined therein, pursuant to
which, for a total consideration of US$ 500,000, Second Party
acquired from First Party, an interest amounting to 70% (seventy
percent) of the Mining Operations, which have continue to be
operated by First Party, on a day to day basis, under the full
management control of Second Party, as a_n equity joint venture in
which First Party retained the remaining 30% (thirty percent)
equity ownership, on the terms and conditions hereinafter set forth
therein;---------------------------------------------------------------
--By further Agreement between the Parties, dated 09 -25-2018
(September twenty fifth two tho sand eighteen), it was agreed that
100% (one hundred percent) of the excess cash generated by
Mining Operations during the term of the Joint Operation
Agreement referred to in this Agreement, after deducting any
capital requirements that arise , will be held by the First Party on
behalf of the Parties, the cash balance includes the amount
attributable to the Second Party from its share ownership of 70%
(seventy percent) in the joint mining operation; --------------
--The Parties agree and agree to be bound by this Agreement with
the following terms and conditions:---------------------------
----------------------------------Article 1 -------------------------
-----------------------------DEFINITION--------------------------
--For the purposes of this Agreement, the following words and
phrases have the following meanings, namely:----------------
a. "Agreement" means the agreement to acquire 100% (one
hundred percent) of the Nlining Operations as intended in this
Agreement; ---------------------------------------------------------
b. "Joint Operations'' means the cooperation between both Parties
in carrying out mining and processing operations at the
property; ----------------------------------------------------------
c. "Property Rights" means all licenses, permits, easements, rjghts
of way, certificates and other approvals obtained by either of the
parties either before or after the date of this Agreement and
which are necessary for the exploitation of the Property:
-----------------------------Article 2 ------------------------------
------------REPRESENTATION, WARRANTIES------------
------AND COVENANT OF THE FIRST PARTY -----------
The First Party declares and guarantees to and binds itself
to the Second Party that:-----------------------------------------
a. Legally entitled to hold the Property and associated licenses and
Approvals for the conduct of Mining Operations, and will
remain so entitled; ---------------------------------------------------
b. The minerals claims comprising the Property have been duly
and validly located and recorded pursuant to the laws of the
jurisdiction (Koperasi) in which the Property is situated, and are
in good standing with respect to all licenses, and permits taxes,
assessments, work commitments or other conditions on the
Mining Operations carried out pursuant to the status of the
Mining Operations as conducted under local "Koperasi"
guidelines..------------------------------------------------------------
c. There are no adverse claims or challenges against or to the
ownership or title to any of the mineral claims comprising the
Property, nor to the knowledge of First Party is there any basis
therefore, and there are no outstanding agreements or options to
....
acquire or purchase the Property or any portion thereof by a
third party.;--------------------------------------------------------
d. The Operations will continue to be incorporated, amalgamated,
or continued and validly exist as a "Koperasi" in good standing
under the laws of its jurisdiction of incorporation, amalgamation
or continuation;;----------------------------------------------------------
-----------------------------Article 3 --------------------------------
-------------REPRESENTATION, WARANTIES -------------
------AND COVENANT OF THE SECOND PARTY ------
--The Second Party declares and guarantees to and binds itself to
the First Party that: -----------------------------------------------
a. It has been legally incorporated, amalgamated or continued and
validly exist as a corporation in good standing under the laws of
its jurisdiction of incorporation, amalgamation on
continuation; --------------------------------------------------
b. It has duly obtained all corporate authorizations for the
execution of this Agreement and for the performance of this
Agreement by it, and the consummation of the transactions
herein contemplated will not conflict with or result in any
breach of any covenants or agreements contained in, or
constitute a default under, or result in the creation of any
encumbrance under the provisions of the Articles or the
constating documents of Second Party or any shareholders' or
directors' resolution, indenture, agreement or other instrument
whatsoever to which Second Party is a party or by which it is
bound or to which it or Property may be subject;; --------
-------------------------------Article 4 ----------------------------
--GRANTING AND EXERCISE OF THE OPTION TO --
-----------ACQUISITE 100% OWNERSHIP IN ----------------
----------------THE MINING OPERATIONS ------------------
---The First Party hereby sells, transfers and assigns to the Second
Party, and the Second Party agrees to acquire all of First Party's
rights, title, and interest in an to the Property and the Mining
Operations, including the remaining 30% (thirty percent) interest
in the Mining Operations currently held by First Party, for
consideration calculated as follows: ----------------------------
- U$350,000, in cash which must be paid at the dosing of the
transaction as intended in this Agreement, and: ---------------
- Conversion of 100% (one hundred percent) of every obligation
and liability of the First Party to the Second Party, arising from
the retention of accumulated cash surplus generated from
operations by the First Party on behalf of the Second Party, (as
referenced in Clause C above,) into equity ownership of Second
Party in the Mining Operations, ("Debt for Equity Swap").
As at the date of this agreement,·the estimated amount
pertaining to the Debt for Equity Swap is US$ 20 million; -------
--After the c1osing of the Transaction referred to in this
Agreement, and subject to the royalty rights granted below, all
excess income generated by the Mining Operation must be paid to
the Second Party every quarter, which will be paid no later than 15
(fifteen) days after the end of each operating quarter;------------
--The First Party will indemnify, pay and hold harmless the Seller
from and against any and all obligations, liabilities, losses,
damages, penalties, claims, actions, judgments, lawsuits, costs,
expenses and disbursements of any kind or nature whatsoever, in
any manner relating to or arising out of any adverse claims or
lawsuits that are detrimental to or against the ownership or title to
any of the mineral claims comprising the Property or any liens or
encumbrances on the Property arising prior to the date of this
agreement; ---------------------------------------------------------
---To the extent permissible under, and in the manner required by,
applicable law pertaining to the Property and the Mining
Operations, First Party shall, upon the closing of the transactions
envisaged herein, execute and deliver all additional instruments
and documents necessary to vest sole legal ownership in the
Property and the Mining Operations to Second Party;-------
--------------------------Article 5--------------------------------
-------------------PAYMENT OF ROYALTY-----------------
--------------ON NET REVENUE GENERATED--------------
In consideration of the shareholding restructuring outlined herein,
The Parties agree that a royalty payment amounting to 25% of net
revenue generated by the Mining Operations will be payable to
First Party. Such Royalty payment will be made in cash by Second
Party to First Party at the conclusion of every quarter of
operations; -------------------------------------------------------
--------------------------------Article 6 -----------------------------
-----AGREEMENT TO EXTEND COOPERATION-------
--Notwithstanding the acquisition by Second Party from the First
Party of the remaining equity in the Mining Operations as
provided herein, the Parties agree to continue their close
cooperation in the management and execution of the Mining
Operations, going forward, including the maintenance of effective
working relationships with local representatives and councilors at
city, local and provincial level; ----------------------------------
---------------------------Article 7-------------------------------
---------0BLIGATIONS OF THE FIRST PARTY----------
-The First Party shall :-----------------------------------------
a. maintain in good standing those mineral claims comprising the
Property by the doing and filing of assessment work of the
making of payments in lieu thereof, by the payment of taxes and
rentals, and the performance of all other actions which may be
necessary in that regard and in order to keep such mineral
claims free and clear of all liens and other charges arising from
the First Party's activities thereon except those at the time
contested in good faith by First Party;-------------------------
b. record all exploration work carried out on the Property by First
Party as assessment work; ------------------------------------
c. permit the directors, officers, .employees and designated
consultant of Second Party, at their own risk and expense,
access to the Property at all reasonable times.;----------------
d. do all work on the Property in a good and workmanlike fashion
and in accordance with all applicable laws, regulations, orders
and ordinances any governmental authority;--------------------
e. deliver to Second Party, forthwith upon receipt thereof, copies
of all reports, maps, assay result and other technical data
,;
compiled by or prepared at the direction of First Party with
respect to the Property; ---------------------------------------
------------------------------Article 8 ----------------------------
--------ONGOING TERM OF JOINT OPERATIONS------
--The Joint Operations period will remain in effect for a period of
25 (twenty five) years from the date of this agreement, under the
I00% (one hundred percent) operational and management
control of the Second Party; ------------------------------------
-----------------------------Article 09 ------------------------------
---MINING AND PROCESSING OPERATIONS AT-----
-----------------------THE PROPERTY--------------------------
--The Parties agree that normal operations involving survey,
drilling, excavation, mining and processing will continue during
the tenure of the agreement; ------------------------------------
-----------------------------Article 10 -------------------------------
------------------------------GENERAL----------------------------
a. This Agreement shall supersede and replace any other
agreements or arrangements, whether oral or written, previously
existing between the Parties with respect to the subject matter of
this Agreement; -------------------------------------------------
b. No consent or waiver expressed or implied by either party in
respect of any breach of default by the other in the performance
by such other of its obligations hereunder shall be deemed or
construed to be a consent to or a waiver of any other breach or
default; ------------------------------------------------------------------
c. The Parties shall promptly execute or caused to be executed all
documents, deeds, conveyances and other instruments of further
assurance and do such further and other acts which may be
reasonably necessary or advisable to carry out fully the intent of
this Agreement or to record wherever appropriate the respective
interest from time to time of the Parties in the Property; ---
d. This Agreement shall inure to the benefit of and be binding
upon the Parties and their respective successors and permitted
assigns;---------------------------------------------------------------
e. This Agreement shall be governed by and construed in
accordance with the laws of The Republic of Indonesia;----
f. Any reference in this Agreement to currency shall be deemed to
be the currency of the United States;--------------------------
g. This Agreement may be executed in several parts in the same
form and such parts as so executed shall together constitute one
original agreement, and such parts, if more than one, shall be
read together and construed as if all the signing parties hereto
had execute one copy of this Agreement;---------------------
-------------------- DEMIKIAN AKTA INI ----------------------
Made and completed as minutes in Manado, on the day and date as
stated in the first part of this deed, in the presence of: ------
1. Nona KAREN SUMANGKUT, born in Manado, on 08-11-
2003 (August eleven two thousand,three), Indonesian Citizen,
Notary Employee, residing in Jalan Kartini, Lingkungan V,
District of Wenang, Manado, North Sulawesi Holder of
Identity Card with National Identity Number (N.I.K):
7171045108030001;------------------------------------------------
2. Nona IVANA APRILIA STEFHANI ROMPIS, born in
Tarakan, on 04-03-2003 (April fou , Two thousand three),
Indonesian Citizen, Notary Employee, residing in Kelurahan
Babu, District of Malalayang, Manado, North Sulawesi,
Holder of Identity Card with National Identity Number (N.I.K)
(NIK): 7171094304030001; ------------------------------------
Both as witness.----------------------------------------------
After this deed was read by me, the Notary, to the appearers
and witnesses, this deed was immediately signed by the
appearers, the witnesses and I, the Notary.-----------------
--Continued without any changes; --------------------------
--Minutes of this deed have been signed accordingly; -----
--Provided as an identical-sounding copy--------------------
------------------NOTARY IN MANADO -------------------
(KRISTIANTO NADTALIPOAE, SH., M.Kn.)
