JOINT VENTURE AGREEMENT FOR MINE EXPLORATION
THIS JOINT VENTURE AGREEMENT (the "Agreement”), made and entered into as of
this………….. day of ………………..2014, by and between ONYX MINING LTD (hereinafter
"INVESTOR") represented By MURARA Camarade, CEO And RWANDA TRINITY MINERALS
LTD (hereinafter " MINE OWNERS ") represented with NGANZA MUSANGO ROGER
Managing Director .
ARTICLE I - GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall be as follows:
RWANDA TRINITY MINERALS LTD and ONYX MINING LTD have agreed to jointly explore
and mine all the mines belonging to Rwanda trinity Minerals LTD located at KAGASA ,Akagali
ka Mbati , Inganzo ya Mbati n’ingazo ya KIGARAMA with the arretee No:0180
MINERENA/2012 and Ibirombe bya KABAZUNGU/NTASIna RUSAGARA mu Kagali ka
Genda,Umurengewa Mugina, Akarere ka KAMONYI, Intara y’amjyepho with the arretee No
0071/MINIFOM/he/2010
1.02 Term of the Agreement. This Joint Venture shall commence on the date first above
written and shall continue in existence until terminated, liquidated, or dissolved by law or
as hereinafter provided
ARTICLE II - GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in this Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or
more intermediaries, controls, is controlled by or is under common control of such entity.
2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made
by the parties, including property, cash and any additional capital contributions made.
2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax
purposes determined by the Partnership's fiscal year, including, without limitation, each
item of Partnership income, gain, loss or deduction.
ARTICLE III - OBLIGATIONS OF THE JOINT VENTURERS
All mine production shall unconditionally be sold none other than ONYX MINING LTD
ONYX MINING LTD shall be responsible for financing all mines operations and equipment,
decisions of the Joint Venture and will be compensated for providing extra various services.
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RWANDA TRINITY MINERALS LTD is responsible to provide all official legal document
regarding mines, as well as mine tags; decisions of the Joint Venture and will be compensated
for providing extra various services.
ONYX MINING LTD and RWANDA TRINITY MINERALS LTD will jointly monitor and
supervise daily activities and provide a joint committee for day to day management.
ARTICLE IV – BENEFITS’ ALLOCATION
4.01 All mine benefit Commencing on the date hereof and ending on the termination of the
business of the Joint Venture, all benefit generated by the mines shall be allocated to the rate
of 50% each party to the Joint Venture.
4.02 Extra Profits and Losses. Commencing on the date hereof and ending on the
termination of the business of the Joint Venture, all profits, losses and other allocations to
the Joint Venture shall be allocated as follows :
ONYX MINING LTD: 50%
RWANDA TRINITY MINERALS LTD: 50%
ARTICLE V - AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES TO PARTIES
OF THE JOINT VENTURE
5.01 Validity of Transactions, Affiliates of the parties to this Agreement may be engaged to
perform services for the Joint Venture. The validity of any transaction, agreement or
payment involving the Joint Venture and any Affiliates of the parties to this Agreement
otherwise permitted by the terms of this Agreement shall not be affected by reason of the
relationship between them and such Affiliates or the approval of said transactions,
agreement or payment.
5.02 Other Business of the Parties to this Agreement.
The parties to this Agreement and their respective Affiliates may have interests in businesses
other than the Joint Venture business. The Joint Venture shall not have the right to the
income or proceeds derived from such other business interests and, even if they are
competitive with the Partnership business, such business interests shall not be deemed
wrongful or improper.
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ARTICLE VI - PAYMENT OF EXPENSES
All investments and expenses of the Joint Venture shall be paid by ONYX MINING LTD and
shall be reimbursed by the Joint Venture on presentation of valid proof of payment.
ARTICLE VII - INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for any loss suffered which
arises out of any action or inaction if, in good faith, it is determined that such course of
conduct was in the best interests of the Joint Venture and such course of conduct did not
constitute negligence or misconduct. The parties to this Agreement shall each be indemnified
by the other against losses, judgments, liabilities, expenses and amounts paid in settlement
of any claims sustained by it in connection with the Joint Venture.
ARTICLE VIII – DISSOLUTION
8.01 Events of the Joint Ventures. The Joint Venture shall be dissolved upon the happening
of any of the following events:
(a) The adjudication of bankruptcy, filing of a petition pursuant to a Bankruptcy Act,
withdrawal, removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or substantially all, of the
Joint Venture assets.
(c) Mutual agreement of the parties.
ARTICLE IX - MISCELLANEOUS PROVISIONS
9.01 Books and Records. The Joint Venture shall keep adequate books and records at its
place of business, setting forth a true and accurate account of all business transactions
arising out of and in connection with the conduct of the Joint Venture.
9.02 Validity. In the event that any provision of this Agreement shall be held to be invalid,
the same shall not affect in any respect whatsoever the validity of the remainder of this
Agreement.
9.03 Entirety of Agreement. This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof, and there are
no agreements, understandings, restrictions or warranties among the parties other than
those set forth herein provided for.
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9.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or construction of any provision
hereof.
9.05 Notices. All communication shall be done through: Written official letters and email.
9.06 Applicable Law and Venue. This Agreement shall be construed and enforced under
the laws of the REPUBLIC OF RWANDA.
9.07 Other Instruments. The parties hereto covenant and agree that they will execute each
such other and further instruments and documents as are or may become reasonably
necessary or convenient to effectuate and carry out the purposes of this Agreement.
ARTICLE X - ISSUANCE OF NEW SHARES
10.01 No issuance of shares shall be made to any person without the prior written consent
of ONYX LTD and, if such person is not already a party to this Agreement, unless that person
first enters into a Deed of Adherence as a holder of Shares.
ARTICLE XI - TRANSFER OF SHARES
11.01 Transfer restrictions
1. No Shares may be transferred except with the prior written consent of ONYX LTD.
For the purposes of this clause, "transfer" means in relation to a Share, or any
legal or beneficial interest in any Share, any one or more of (i) sale, assignment,
transfer or other disposal, (ii) creating any trust or conferring any interest, (iii)
any agreement, arrangement or understanding in respect of votes or the rights to
receive dividends, (iv) the renunciation or assignment of any right to receive a
Share or any legal or beneficial interest in a Share and (v) any agreement to any
of the above, except an agreement to transfer Shares which is conditional on
compliance with the terms of this Agreement.
2. The restrictions on transfer contained in this clause shall apply to all transfers
operating by law or otherwise.
11.02 Transfers by ONYX
RWANDA TRINITY MINERALS LTD acknowledges and agrees that ONYX LTD shall be
free to transfer its Shares to any third party in its absolute discretion in connection
ONYX’s involvement in the Project.
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11.03 Conditions of transfer
11.03.1
It shall be a condition of any transfer of Shares that:
11.03.1.1 the transferee, if not already a party to this Agreement enters into an undertaking
to observe and perform the provisions and obligations of this Agreement in the
form of a “Deed of Adherence"; and
11.03.1.2 the transferee has obtained all relevant legal and regulatory consents and made
all legal and regulatory notifications necessary for it to become registered as the
holder of Shares.
11.04 Transfer of rights under this Agreement
Upon registration of a transfer of Shares, and provided the provisions of this Article
shall have been complied with, the benefit of the continuing rights under this
Agreement of the Shareholders shall attach to the transferee who may enforce them
as if it had been a party to this Agreement and named in it as a Shareholder and, in
the case of any transfer by ONYX pursuant to Article 11, as if it had been named as
ONYX in this Agreement.
ARTICLE XII - TERMINATION AND LIQUIDATION
12.01 Events of termination
This Agreement shall terminate:
12.01.1
when either ONYX or RWANDA TRINITY MINERALS LTD cease to hold any
Shares in the Company or as a result of transfers of Shares in accordance with the
Agreement or the Articles, only one party remains as legal and beneficial holder of the
Shares; or
12.01.2
when a resolution is passed by shareholders or creditors, or an order made by
a court or other competent body or person instituting a process that shall lead to the
Company being wound up and its assets being distributed among the Company's
creditors, shareholders or other contributors.
12.02 Consequences of termination
12.02.1
Termination of this Agreement shall not affect any rights or liabilities that the
parties have accrued under it.
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ARTICLE XIII - DISPUTE RESOLUTION
This Agreement and its interpretation shall be governed by and construed in accordance
with the laws of the Republic of Rwanda. All disputes arising out of or in connection with
this Agreement shall be finally referred to Arbitration by Kigali International Arbitration
Center (KIAC) with its Rules which Rules are deemed to be incorporated by reference to this
Agreement. The arbitration proceedings shall be conducted in Kigali, Rwanda. The language
of Arbitration shall be English”.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written. Signed, sealed and delivered in the presence of:
ONYX MINING LTD
RWANDA TRINITY MINERALS LTD
Name: MURARA CAMARADE
Title: CEO
NAME: NGANZA MUSANGO ROGER
TITLE: MANAGING DIRECTOR
WITNESSES
FOR ONYX MINING LTD
1. TUMWINE FRANK
FOR RWANDA TRINITY MINERALS LTD
1.
Done at Kigali on……./……./2014
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