20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-52324

Olympus Pacific Minerals Inc.

(Exact name of Registrant as specified in its charter)

Olympus Pacific Mineral Inc.

(Translation of Registrant’s name into English)

Canada

(Jurisdiction of incorporation or organization)

Suite 500 – 10 King Street East Toronto, Ontario Canada, M5C 1C3

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:	None
Securities to be registered pursuant to Section 12(g) of the Act:	common shares
	(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 268,458,779

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o     No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.

Yes þ     No o

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants was required to file such reports). And (2) has been subject to such filing requirements for the past 90 days.

Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated file o Accelerated file o Non-accelerated file þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling:

U.S. GAAP o	International Financial Reporting Standards as issued	Other þ
	By the International Accounting Standards Board o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

þ Item 17     o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o     No þ

Table of Contents

GLOSSARY		4
ITEM 1:	Identity of Directors, Senior Management and Advisors	8
ITEM 2:	Offer Statistics and Expected Timetable	8
ITEM 3:	Key Information	8
3A.	Selected Financial Data	8
Table No. 1:	Selected Financial Data	8
3B.	Capitalization and Indebtedness	10
3C.	Reasons For The Offer And Use Of Proceeds	10
3D.	Risk Factors	10
ITEM 4:	Information on the Company	18
4A.	History and Development of the Company	18
Table No. 2:	Financings	22
4.B	Business Overview	24
4A.1.	General	25
4A.2.	Description of Mining Industry	26
4C.	Organizational Structure	30
4D.	Property, Plant and Equipment	30
4D.1	Phuoc Son Gold Property	37
4D.2	Bong Mieu Gold Property	46
4D.3	Capcapo Property, The Philippines	54
4D.4	Bau Gold Project, East Malaysia	57
4D.5	Tien Thuan Gold Project, Central Vietnam	60
4D.6	GR Enmore Gold Project, New South Wales, Australia	64
ITEM 5:	Operating and Financial Review and Prospects	66
5A.	Operating Results	67
5B.	Liquidity and Capital Resources	74
5C.	Research and development, patents and licenses, etc	75
5D.	Trend Information	75
5E.	Off-Balance Sheet Arrangements	75
5F.	Tabular Disclosure of Contractual Obligations	75
Table No. 3:	Tabular Disclosure of Contractual Obligations as at December 31, 2009	75
ITEM 6:	Directors, Senior Management, and Employees	76
6A.	Directors and Senior Management	76
Table No. 4:	Directors and Senior Management	76
6B.	Compensation	78
6B.1.	Termination Agreements for Directors and Senior Officers	80
6B.2.	Stock Option Plan	83
6C.	Board Practices	84
6E.	Share Ownership	85
6.E.1	Details of Share Ownership	85
Table No. 5:	Shareholdings of Directors and Senior Management at June 30, 2010	85
Table No. 6:	Stock Options Outstanding as at June 30, 2010	85
ITEM 7:	Major Shareholders and Related Party Transactions	87
7A.	Major Shareholders	87
7B.	Interests of Experts and Counsel	89
ITEM 8:	Financial Information	89

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8A.	Consolidated Statements and Other Financial Information	89
8B.	Significant Changes	89
ITEM 9:	The Offer and Listing	91
9A.	Common Share Trading Information	91
9B.	Markets	94
9C.	Selling Shareholders	94
9D.	Dilution	94
9E.	Expenses of the Issue	94
ITEM 10:	Additional Information	94
10A.	Share Capital	94
10B.	Memorandum and Articles of Association	94
10C.	Material Contracts	96
10D.	Exchange Controls	97
10E.	Taxation	98
10E.1.	Certain Canadian Federal Income Tax Consequences — General	98
10E.2.	Dividends	99
10E.3.	Disposition of Common Shares	99
10E.4.	United States Taxation	99
10F.	Dividends and Paying Agents	104
10G.	Statements by Experts	104
10H.	Documents on Display	104
10I.	Subsidiary Information	104
ITEM 11:	Quantitative and Qualitative Disclosures about Market Risk	104
ITEM 12:	Description of Securities other than Equity Securities	104
ITEM 13:	Defaults, Dividend Arrearages and Delinquencies	105
ITEM 14:	Material Modifications to the Rights of Security Holders and Use of Proceeds	105
ITEM 15:	Controls and Procedures	105
ITEM 16:	Audit Committee	106
16A.	Audit Committee Financial Expert	106
16B.	Code of Ethics	106
16C.	Principal Accountant Fees and Services	107
16D.	Exemptions From the Listing Standards for Audit Committees	107
16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	107
ITEM 17:	Financial Statements	107
ITEM 18:	Financial Statements	108
ITEM 19:	Exhibits	108
19A.	Financial Statements	108
19B.	Exhibits	108
SIGNATURES		113
EX-3.30
EX-3.31
EX-3.36
EX-3.37
EX-3.38
EX-3.40
EX-3.41
EX-3.42
EX-5.1
EX-12.1
EX-12.2
EX-13.1
EX-13.2

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     GLOSSARY

Following is a glossary of terms used throughout this Annual Report.

artisanal mining	mining at small-scale mines (and to a lesser extent quarries) that are labor intensive, with mechanization being at a low level and basic. Artisanal mining can encompass all small, medium, large, informal, legal and illegal miners who use rudimentary processes to extract valuable rocks and minerals from ore bodies.
bitumen	known as asphalt or tar, bitumen is the brown or black viscous residue from the vacuum distillation of crude petroleum.
breccia	a rock in which angular fragments are surrounded by a mass of finer-grained material.
C-horizon soil	the soil parent material, either created in situ or transported into its present location. Beneath the C horizon lies bedrock.
concentrate	a concentrate of minerals produced by crushing, grinding and processing methods such as gravity, flotation or leaching.
exploration stage	the search for mineral deposits which are not in either the development or production stage.
Form 43-101	technical report issued pursuant to Canadian securities rules, the objective of which is to provide a summary of scientific and technical information concerning mineral exploration, development and production activities on a mineral property that is material to an issuer. The NI 43-101 Report is prepared in accordance with the National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The 43-101 Form sets out specific requirements for the preparation and contents of a technical report.
feasibility study	a comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.
gneiss	a coarse-grained, foliated rock produced by regional metamorphism. The mineral grains within gneiss are elongated due to pressure and the rock has a compositional banding due to chemical activity.
grade	the metal content of rock with precious metals. Grade can be expressed as troy ounces or grams per tonne of rock.
granodiorite	a medium to coarse-grained intrusive igneous rock, intermediate in composition between quartz diorite and quartz monzonite.
gold deposit	a mineral deposit mineralized with gold.
hydrothermal	the products or the actions of heated waters in a rock mass such as a mineral

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	deposit precipitating from a hot solution.
igneous	a primary type of rock formed by the cooling of molten material.
inferred mineral resource	that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and reasonable assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes.
intrusion	intrusive-molten rock which is intruded (injected) into spaces that are created by a combination of melting and displacement.
mafic	igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.
metallurgical tests	scientific examinations of rock/material to determine the optimum extraction of metal contained. Core samples from diamond drill holes are used as representative samples of the mineralization for this test work.
mineral resource	a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.
ore	a naturally occurring rock or material from which minerals, such as gold, can be extracted at a profit; a determination of whether a mineral deposit contains ore is often made by a feasibility study.
open pit	a mining method whereby the mineral reserves are accessed from surface by the successive removal of layers of material usually creating a large pit at the surface of the earth.
ounce or oz.	a troy ounce or 20 pennyweights or 480 grains or 31.103 grams.
petrology	a field of geology which focuses on the study of rocks and the conditions by which they form. There are three branches of petrology, corresponding to the three types of rocks: igneous, metamorphic, and sedimentary.
pre-feasibility study	a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining methods, in the case of underground mining, or the pit configurations, in the case of an open pit, has been established, where effective methods of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, and economic factors and evaluation of other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource

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	may be classified as a Mineral Reserve.
probable reserve (Canadian definition)	the economically mineable part of an indicated and, in some circumstances, a measured mineral resource demonstrated by a least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
probable reserve (U.S. definition)	reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
prospect	an area prospective for economic minerals based on geological, geophysical, geochemical and other criteria.
production stage	all companies engaged in the exploitation of a mineral deposit (reserve).
proven reserve (Canadian definition)	the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
proven reserve (U.S. definition)	reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quantity are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral contents of reserves are well established.
qualified person	an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and any technical reports; and is a member or licensee in good standing of a professional association.
reserve	that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are customarily stated in terms of “ore” when dealing with metalliferous minerals such as gold or silver.
schists	a metamorphic rock containing abundant particles of mica, characterized by strong foliation, and originating from a metamorphism in which directed pressure plays a significant role.
shaft	a vertical or inclined tunnel in an underground mine driven downward from surface.

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shear	a tabular zone of faulting within which the rocks are crushed and flattened.
skarn	a lime-bearing silicate derived from nearly pure limestone and dolomite with the introduction of large amounts of silicon, aluminum, iron, and magnesium.
stoping	the act of mining in a confined space.
stratigraphic units	sequences of bedded rocks in specific areas.
strike	the direction of line formed by intersection of a rock surface with a horizontal plane. Strike is always perpendicular to direction of dip.
thrust fault	a particular type of fault, or break in the fabric of the Earth’s crust with resulting movement of each side against the other, in which a lower stratigraphic position is pushed up and over another. This is the result of compressional forces.
trenching	the surface excavation of a linear trench to expose mineralization for sampling.
vein	a tabular body of rock typically of narrow thickness and mineralized occupying a fault, shear, fissure or fracture crosscutting another pre-existing rock.

For ease of reference, the following conversion factors are provided:

1 mile (mi)	= 1.609 kilometres (km)	2,204 pounds (lbs)	= 1 tonne
1 yard (yd)	= 0.9144 meter (m)	2,000 pounds/1 short ton	= 0.907 tonne
1 acre	= 0.405 hectare (ha)	1 troy ounce	= 31.103 grams
1 kilometre (km)	= 1,000 meters

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PART I

Forward Looking Information

This report contains certain forward-looking statements relating to, but not limited to, the Company’s expectations, estimates, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “budget”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include, but are not limited to, reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that are inherently subject to a number of business and economic risks and uncertainties and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any forward-looking statement. These risks, uncertainties and other factors include, but are not limited to, the following: failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in national and local government legislation, taxation or regulations, political or economic developments, inflation, changes in currency exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. All forward-looking statements in this interim report are qualified by these cautionary statements.

Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company disclaims any intention or obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by applicable laws.

ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

          Not applicable

ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

          Not Applicable.

ITEM 3: KEY INFORMATION

3A. Selected Financial Data

     Following is selected financial data of the Company, expressed in United States dollars, for the fiscal years ended December 31, 2005-2009, prepared in accordance with Canadian generally accepted accounting principle (“Canadian GAAP”), which differ substantially from United States generally accepted accounting principles (“US GAAP”). Reference is made to Note 17 to the audited financial statements for the years ended December 31, 2009, 2008 and 2007 in “Item 17. Financial Statements” for a description of the differences between Canadian and United States generally accepted accounting principles, and how these differences could affect the Company’s financial statements.

     The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report on Form 20-F.

Table No. 1: Selected Financial Data

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	Year Ended			Year Ended		Year Ended		Year Ended		Year Ended
	December 31,			December 31,		December 31,		December 31,		December 31,
	2009			2008		2007		2006		2005
(US$)	Audited			Audited		Audited		Audited		Audited
CANADIAN GAAP
Revenue		16,400,740			7,275,324		6,509,318		1,449,688		Nil
Income (Loss) for the Period	-	9,346,892		-	20,200,995	-	5,031,456	-	8,358,483	-	2,285,088
Basic & Diluted Earnings (Loss) Per Share		-0.0383			-0.0869		-0.0251		-0.0508		-0.0173
Dividends Per Share		Nil			Nil		Nil		Nil		Nil
Period-end Shares		268,458,779			232,423,101		232,377,011		164,678,791		131,846,200
Cash		5,718,725			4,161,735		27,144,487		3,516,452		347,325
Working Capital		7,400,950			5,424,272		25,806,600		1,474,685	-	1,596,924
Mineral Properties		7,203,352			7,810,307		9,998,806		8,587,008		8,628,432
Deferred Development and Exploration		25,049,053			26,067,847		22,105,147		11,766,997		11,225,596
Long-term Liabilities		770,010			1,046,883		734,907		763,318		301,392
Capital Stock		97,318,003			88,904,501		88,360,218		56,648,979		42,632,008
Non-controlling Interest		(444,043	)		Nil		Nil		Nil		Nil
Shareholders’ Equity		48,314,083			48,940,283		50,766,055		30,833,615		23,487,295
Total Assets		54,024,268			54,282,352		55,255,384		35,628,632		26,166,060
US GAAP
Net Comprehensive (Loss)	-	8,056,464		-	20,957,186	-	10,440,892	-	9,021,981	-	6,136,585
Income (Loss) Per Share — basic & diluted	-	0.03		-	0.05	-	0.08	-	0.05	-	0.05
Mineral Properties		7,172,729			7,779,684		9,960,619		8,554,857		8,628,432
Deferred Development and Exploration		4,797,776			3,545,531		Nil		Nil		Nil
Non-controlling Interest		(339,358	)		Nil		Nil		Nil		Nil
Shareholders’ Equity		27,967,401			26,313,898		28,541,936		18,966,452		12,261,699
Total Assets		33,677,586			32,655,967		33,031,265		23,344,336		14,940,464

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In this Annual Report on Form 20-F, unless otherwise specified, all dollar amounts are expressed in United States dollars.

3B. Capitalization and Indebtedness

          Not applicable

3C. Reasons For The Offer And Use Of Proceeds

          Not Applicable.

3D. Risk Factors

The Company faces risk factors and uncertainties including the following general description of significant risk factors:

Not All Of The Company Mineral Properties Contain A Known Commercially Mineable Mineral Deposit: The business of mineral exploration and extraction involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its ability to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation. Whether a mineral deposit is commercially viable depends on a number of factors, including, but not limited to the following: particular attributes of the deposit, such as grade, size and proximity to infrastructure; metal prices, which are volatile; and government regulations, including regulations relating to investment, mining, prices, taxes, royalties, land use and tenure, importing and exporting of minerals and environmental protection.

Because The Company Has Primarily Been An Exploration Company, The Company Is Dependent Upon Its Ability to Raise Funds In Order to Carry Out Its Business: With ongoing cash requirements for exploration, development and new operating activities, it will be necessary in the near and over the long-term to raise substantial funds from external sources. If the Company does not raise these funds, it would be unable to pursue its business activities and investors could lose their investment. If the Company are able to raise funds, investors could experience a dilution of their interests which would negatively impact the market value of the shares.

The Company Requires Substantial Funds To Build Its Proposed Mine At The Phuoc Son Property Which It May Not Be Able To Raise In The Current Economic Environment: In order to complete exploration of the property and construct a mine at its Phuoc Son Property, the Company estimates it will require approximately $52,000,000 U.S. However, in the current economic environment there is substantial doubt that the Company would be able to raise these

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funds through sales of its equity, the means it has used to finance its operations in the past. In addition, although the Company has investigated the possibility of financing construction of the mine through debt, there can be no assurance that debt financing would be available on acceptable terms, if at all. In the event that the Company is unable to raise the necessary funds to build the Phuoc Sun mine, the Company will not be able to maximize the recovery of gold from the Phuoc Sun Property. Although the Company has announced that it intends to truck materials from the Phuoc Sun Property to the Bong Mieu operating plant for processing, this approach is not as efficient as processing the ore on site, and, over the long term, would substantially reduce the profitability of the property.

The Company Will Not Be Able To Insure Against All Possible Risks: Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays, monetary losses and possible legal liability. If any such catastrophic event occurs, investors could lose their entire investment. Obtained insurance will not cover all the potential risks associated with the activities of the Company. Moreover, the Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. Should a catastrophic event arise, investors could lose their entire investment.

Commodity Price Fluctuations — If The Price Of Gold Declines, The Properties May Not Be Economically Viable: The Company’s revenues are expected to be in large part derived from the extraction and sale of base and precious metals such as gold. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond the Company’s control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new or improved mining and production methods. The effect of these factors on the price of base and precious metals cannot be predicted and the combination of these factors may result in us not receiving adequate returns on invested capital or the investments retaining their respective values. If the price of gold (including other base and precious metals) is below the cost to produce gold, the properties will not be mined at a profit. Fluctuations in the gold price affect the Company’s reserve estimates, its ability to obtain financing and its financial condition as well as requiring reassessments of feasibility and operational requirements of a project. Reassessments may cause substantial delays or interrupt operations until the reassessment is finished.

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The Company May Not be Able To Compete With Other Mining Companies for Mineral Properties, Investment Funds, Personnel And Technical Expertise: The resource industry is intensely competitive in all of its phases, and the Company competes for mineral properties, investment funds and technical expertise with many companies possessing greater financial resources and technical facilities than it does. Competition could prevent the Company’s from conducting its business activities or prevent profitability of existing or future properties or operations if the Company were unable to obtain suitable properties for exploration in the future, secure financing for our operations or attract and retain mining experts.

If The Company Does Not Comply With All Applicable Regulations, It May be Forced To Halt Its Business Activities: Such activities are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, mine safety and other matters. The Company may not be able to obtain all necessary licences and permits required to carry out exploration at, developments of, or mining at the projects. Unfavourable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in resource exploration may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations. Large increases in capital expenditures resulting from any of the above factors could force the Company to cease business activities.

Non-Compliance With Environmental Regulation May Hurt The Company’s Ability To Perform Its Business Activities: The Company’s operations are subject to environmental regulation in the jurisdiction in which it operates. Environmental legislation is still evolving in this jurisdiction and it is expected to evolve in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. If there are future changes in environmental regulation, they could impede the Company’s current and future business activities and negatively impact the profitability of operations.

If The Company Is Unable To Obtain And Keep In Good Standing Certain Licences, It Will Be Unable To Explore, Develop Or Mine Any Of Its Property Interests: In order to explore, develop or conduct mining operations in Vietnam, the Company must establish or create an entity authorized to conduct Business in Vietnam via an Investment Licence. Then, the Company requires a prospecting licence, an exploration licence and a mining licence, depending on the level of work being conducted on the property. Without all the appropriate licences, the activities could not occur.

If The Company Does Not Make Certain Payments Or Fulfill Other Contractual Obligations, It May Lose Its Option Rights And Interests In Its Joint Ventures: The Company may, in the future, be unable to meet its share of costs incurred under any option or joint venture agreements to which it is presently or becomes a party in the future and the Company may have its interest in the properties subject to such agreements reduced as a result. Furthermore, if other parties to

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such agreements do not meet their share of such costs, the Company may be unable to finance the cost required to complete recommended programs. The loss of any option rights or interest in joint ventures would have a material adverse effect on the Company.

Title To Assets Can Be Challenged Or Impugned Which Could Prevent The Company From Exploring, Developing Or Operating At Any Of Its Properties: There is no guarantee that title to concessions will not be challenged or impugned. In Vietnam or the Philippines, the system for recording title to the rights to explore, develop and mine natural resources is such that a title opinion provides only minimal comfort that the holder has title. In Vietnam, mining laws are in a state of flux, continuously being reviewed and updated, and the system is new and as yet untested. If title to assets is challenged or impugned, the Company may not be able to explore, develop or operate its properties as permitted or enforce its rights with respect to the properties.

Political And Economic Instability In Vietnam, The Philippines Or Malaysia Could Make It More Difficult Or Impossible For the Company To Conduct Its Business Activities: The Company’s exploration, development and operation activities occur in Vietnam, Malaysia and the Philippines and, as such, the Company may be affected by possible political or economic instability in those countries. The risks include, but are not limited to, terrorism, military repression, fluctuations in currency exchange rates and high rates of inflation. Changes in resource development or investment policies or shifts in political attitude in those countries may prevent or hinder the Company’s business activities and render our properties unprofitable by preventing or impeding future property exploration, development or mining. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, royalties and duties, income taxes, expropriation of property, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. The laws on foreign investment and mining are still evolving in Vietnam and it is not known to where they will evolve. The effect of these factors cannot be accurately predicted. There may be risks in the Philippines and Malaysia including nationality restriction in the ownership of mining properties regarding the payment of permitting fees and obtaining the free, prior and informed consent of affected indigenous peoples.

Vietnamese tax laws are open to interpretation and, in respect to mining locations, there are no clear precedents. Management considers the company has made adequate provision for liabilities to the Vietnamese Government based on correspondence with the Vietnamese authorities and or external advice received, there is however a risk that additional and / or back dated payment requirements will be levied on the Company.

Exchange Rate And Interest Rate Fluctuations May Increase The Company’s Costs: The profitability of the Company may decrease when affected by fluctuations in the foreign currency exchange rates between the Canadian Dollars, Australian Dollars, US Dollars,Vietnamese Dongs and Malaysian Ringgits. Exchange rate fluctuations affect the costs in Canadian dollar terms the Company incurs in its exploration and development activities. For example, the appreciation of the US dollar against the Canadian dollar would increase costs in Canadian dollar terms. The Company does not currently take any steps to hedge against currency fluctuations. In the event of interest rates rising, the liabilities of the Company that are tied to market interest rates would increase the Company’s borrowing costs.

Our Stock Price Could Be Volatile: The market price of the common shares, like that of the common shares of many other natural resource companies, has been and is likely to remain volatile. Results of exploration activities, the price of gold and silver, future operating results, changes in estimates of the Company’s performance by securities analysts, market conditions for

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natural resource shares in general, and other factors beyond the control of the Company, could cause a significant decline on the market price of common shares.

The Company Stock Will Be A Penny Stock Which Imposes Significant Restrictions On Broker-Dealers Recommending The Stock For Purchase: Securities and Exchange Commission (SEC) regulations define “penny stock” to include common stock that has a market price of less than $5.00 per share, subject to certain exceptions. These regulations include the following requirements: broker-dealers must deliver, prior to the transaction, a disclosure schedule prepared by the SEC relating to the penny stock market; broker-dealers must disclose the commissions payable to the broker-dealer and its registered representative; broker-dealers must disclose current quotations for the securities; if a broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market; and a broker-dealer must furnish its customers with monthly statements disclosing recent price information for all penny stocks held in the customer’s account and information on the limited market in penny stocks. Additional sales practice requirements are imposed on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser’s written consent to the transaction prior to sale. If our Shares become subject to these penny stock rules these disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Shares, if such trading market should ever develop. Accordingly, this may result in a lack of liquidity in the Shares and investors may be unable to sell their Shares at prices considered reasonable by them.

The Company Does Not Plan To Pay Any Dividends In The Foreseeable Future: The Company has not paid a dividend in the past and it is unlikely that the Company will declare or pay a dividend until warranted based on the factors outlined below. The declaration, amount and date of distribution of any dividends in the future will be decided by the Board of Directors from time-to-time, based upon, and subject to, the Company’s earnings, financial requirements and other conditions prevailing at the time.

Shareholders Could Suffer Dilution Of The Value Of Their Investment If The Company Issues Additional Shares: There are a number of outstanding securities and agreements pursuant to which common shares may be issued in the future. If these shares are issued, this will result in further dilution to the Company’s shareholders.

In The Event That Key Employees Leave The Company, The Company Would Be Harmed Since It Is Heavily Dependent Upon Them For All Aspects Of The Company’s Activities: The Company is dependent on key employees and contractors, and on a relatively small number of key directors and officers, the loss of any of whom could have, in the short-term, a negative impact on the Company’s ability to conduct its activities and could cause a decline in profitability of the properties or additional costs from a delay in development or exploration of properties. The Company has consulting agreements with the Chairman and Chief Executive Officer, Chief Financial Officer, Corporate Secretary, President, VP Explorations, Chief Operating Officer and VP Finance Vietnam.

Management May Be Subject To Conflicts Of Interest Due To Their Affiliations With Other Resource Companies: Because some of the Company directors and officers have private mining interests and also serve as officers and/or directors of other public mining companies, their personal interests are continually in conflict with the interests of the Company. Situations may

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arise where these persons are presented with mining opportunities, which may be desirable for the Company, as well as other companies in which they have an interest, to pursue. If the Company is unable to pursue such opportunities because of our officers’ and directors’ conflicts, this would reduce the Company’s opportunities to increase our future profitability and revenues. In addition to competition for suitable mining opportunities, the Company competes with these other companies for investment capital, and technical resources, including consulting geologists, metallurgist engineers and others. Similarly, if the Company is unable to obtain necessary investment capital and technical resources because of our officers’ and directors’ conflicts, the Company would not be able to obtain potential profitable properties or interests and reduce the Company’s opportunities to increase our future revenues and income. Such conflict of interests are permitted under Canadian regulations and will continue to subject the Company to the continuing risk that it may be unable to acquire certain mining opportunities, investment capital and the necessary technical resources because of competing personal interests of some of our officers and directors.

Future Sales Of Common Shares By Existing Shareholders Could Decrease The Trading Price Of The Common Shares: Sales of large quantities of the common shares in the public markets or the potential of such sales could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company Used A Pre-Feasibility Study And Did Not Complete A Feasibility Study Before Making Its Decision To Place The Bong Mieu Central Gold Mine (VN220) Into Production: The economic feasibility of the mining properties is based upon a number of factors, including estimations of reserves and mineralized material, extraction and process recoveries, engineering, capital and operating costs, future production rates and future prices of gold, and other precious metals that the Company may attempt to mine in the future. It is customary for a company to prepare a feasibility study on a property before making the decision to place the property into production. A feasibility study is a detailed report assessing the feasibility, economics and engineering of placing a mineral deposit into commercial production. However, the Company did not have a feasibility study prepared before making its decision to place the Bong Mieu Central Gold Mine (VN220) into production. Instead, the Company prepared a pre-feasibility study, which is a less comprehensive report. Pre-feasibility studies can underestimate a project’s capital and operating costs, while at the same time overestimating the amount of reserves, grade recovery from processing and mineralization. Accordingly, as the Company attempts to scale up the Bong Mieu Central Gold Mine (VN220) to full production, it may learn that it has underestimated the amount of capital it will need and the costs involved in mining the deposit, as well as other issues such as grade recovery and throughput affecting the project’s profitability. Had the Company prepared a full feasibility study, rather than just a pre-feasibility report, it is possible that the Company might have determined that the economics of the project were unfavorable and decided not to place the mine into production.

The Company Conducted Only Limited Drilling On Its Bong Mieu Property So Its Decision To Place The Bong Mieu Central Gold Mine (VN220) Into Production May Have Been Based Upon Incomplete Information: The Company conducted a limited amount of drilling before making its decision to place the Bong Mieu Central Gold Mine (VN220) Mine into production. As a result, the Company’s estimates of the mineralized material and reserves on the property, which played a large role in the Company’s production decision, may not be accurate. Furthermore, the Company’s determination of the character, location, size and accessibility of the mineralized material may have been based upon incomplete data, rendering its conclusions potentially inaccurate about the commerciality of the property. The Company is currently

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evaluating its funding options to further explore the property in order to increase the known reserves and discover additional mineralization. However, in the current economic climate, the Company may be unable to raise the necessary funding. Accordingly, it may be unable to undertake the additional exploration it wants to conduct on the property, limiting its ability to continue the exploration and development of the property.

Because The Company’s Testing Of Its Mining Process At The Bong Mieu Central Gold Mine (VN220) Was Limited To Small Pilot Plant And Bench Scale Testing, It May Be Unable To Obtain The Expected Metallurgical Recoveries When It Scales Up Its Operations, Rendering The Project Unprofitable: Before the Company placed the Bong Mieu Central Gold Mine (VN220) into production, it built a pilot plant and conducted bench scale testing. A pilot plant is a small-scale mill in which representative tonnages of ore can be tested under conditions which foreshadow or imitate those of the full-scale operation proposed for a given ore. Although a pilot plant can provide information on mining the deposit, very frequently a company will have difficulty duplicating the results from the pilot plant and bench scale testing when scaling the project up to a production level, which has been the case to date with the Company’s operations at the Bong Mieu Central Gold Mine (VN220). The mine commenced limited operations in 2006, pouring its first gold bar in March 2006. At that time, it was determined that the mining process had to be reconfigured. Consequently, the Company has taken steps to modify its mining process, causing the Company not to meet its planned production goals. The current ore throughput at the mine is approximately 500 tonnes per day. The Company’s original estimates of future cash operating costs at the mine, which were based largely on the Company’s pilot plant and bench scale testing, have been increased to reflect the above factors.

Since the Bong Mieu Central Gold Mine (VN220), as well as the Company’s other property interests, have no significant operating histories, estimates of mineralized material and reserves, mining and process recoveries and operating costs must be based, in addition to the information received from the pilot plant and bench scale testing, to a large extent upon the interpretation of geologic data obtained from drill holes, and upon scoping and feasibility estimates that derive forecasts of operating costs from anticipated tonnages and grades of mineralized material and reserves to be mined and processed, the configuration of the mineralized deposits, expected recovery rates of minerals, comparable facility and equipment costs, and climatic conditions and other factors. Commonly in new projects, such as the Bong Mieu Central Gold Mine (VN220), actual construction costs, operating costs and economic returns differ materially from those initially estimated. The Company cannot be certain that the Bong Mieu Central Gold Mine (VN220) will ever achieve the production levels forecasted, that the expected operating cost levels will be achieved, or that funding will be available from internal and external sources in necessary amounts or on acceptable terms to continue the necessary development work. Failure to achieve the Company’s production forecasts would negatively affect the Company’s revenues, profits and cash flows. Accordingly, if the Bong Mieu Central Gold Mine (VN220), or any of the Company’s other properties, cannot be developed within the time frames or at the costs anticipated, or that any forecasted operating results can be achieved, the projects could possibly brendered unprofitable.

We Have Debt (Both Convertible And Secured) And May Be Unable To Service Or Refinance This Debt, Which Could Have Negative Consequences On Our Business In The Future, Could Adversely Affect Our Ability To Fulfill Our Obligations Under Our Notes And May Place Us At A Competitive Disadvantage In Our Industry: In the first half of 2010, we incurred indebtedness by way of convertible subordinated unsecured notes (“Convertible Notes”) and by way of secured redeemable gold delivery promissory notes (“Gold Loan Notes”) (refer Items 8B and 10C).

This debt could have negative consequences. For example, it could:

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• increase our vulnerability to adverse industry and general economic conditions;

• require us to dedicate a material portion of our cash flow from operations to make scheduled principal payments on our debt, thereby reducing the availability of our cash flow for working capital, capital investments and other business activities;

• limit our ability to obtain additional financing to fund future working capital, capital investments and other business activities;

• limit our flexibility to plan for, and react to, changes in our business and industry; and

• place us at a competitive disadvantage relative to our less leveraged competitors.

Servicing Our Debt Requires An Allocation Of Cash And Our Ability To Generate Cash May Be Affected By Factors Beyond Our Control.

Our business may not generate cash flow in an amount sufficient to enable us to pay the principal of, or interest on, our indebtedness or to fund our other liquidity needs, including working capital, capital expenditures, project development efforts, strategic acquisitions, investments and alliances and other general corporate requirements.

Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that:

•	our business will generate sufficient cash flow from operations;
	or
•	future sources of funding will be available to us in amounts sufficient to enable us to fund our capital needs.

If we cannot fund our capital needs, we will have to take actions such as reducing or delaying capital expenditures, project development efforts, strategic acquisitions, investments and alliances; selling assets; restructuring or refinancing our debt; or seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all, or that they would permit us to meet our scheduled debt service obligations.

Restrictive Covenants In The Convertible Promissory Notes And The Agreements Governing Our Other Indebtedness Will Restrict Our Ability To Operate Our Business.

The documentation governing the Convertible Notes and the Gold Loan Notes contain covenants that restrict our ability to, among other things, incur additional debt, pay dividends, make investments, enter into transactions with affiliates, merge or consolidate with other entities or sell all or substantially all of our assets. A breach of any of these covenants could result in a default thereunder, which could allow the noteholders or their representative to declare all amounts outstanding thereunder immediately due and payable. If we are unable to repay outstanding borrowings when due, the lenders, under the Gold Loan Notes and the collateral trustee will under the indenture governing the Convertible Notes and related agreements have the right to proceed against the collateral granted to them, including the shares in our Subsidiary holding companies which control Bong Mieu and Phuoc Son and the loans owed to us by Bong Mieu and Phuoc Son . We may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our indebtedness.

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ITEM 4: INFORMATION ON THE COMPANY

4A. History and Development of the Company

Olympus Pacific Minerals Inc. (the “Company” or “Olympus”) was incorporated by registration of its memorandum and articles under the laws of the Province of Ontario on July 4, 1951 under the name “Meta Uranium Mines Limited”. Effective August 24, 1978, the Company changed its name from “Meta Uranium Mines Limited” to “Metina Developments Inc.” The Company continued under the Company Act (British Columbia) under the name “Olympus Holdings Ltd.” on November 5, 1992 and consolidated its share capital on a 4.5:1 basis. The Company further consolidated its share capital on a 3:1 basis and changed its name from “Olympus Holdings Ltd.” to “Olympus Pacific Minerals Inc.” on November 29, 1996.

On February 26, 1997, and subsequently amended on August 18, 1997, the Company entered into the Ivanhoe agreement with Ivanhoe Mines Limited (“Ivanhoe”) (formerly Indochina Goldfields Ltd.) and Zedex Ltd. (“Zedex”) (formerly Iddison Group Vietnam Limited, Iddison Holdings Limited, Iddison Limited and IT Capital Limited). Pursuant to the Ivanhoe Agreement, which was completed on September 11, 1997, the Company acquired from Ivanhoe all of the shares of Formwell Holdings Limited (“Formwell”), which holds all the shares of Bong Mieu Holdings Limited, which in turn holds 80% of the shares of Bong Mieu Gold Mining Limited (“Bogomin”). Bogomin, together with other local and national branches of the government of Vietnam, holds various mining and exploration licenses comprising the Bong Mieu gold mine and the Tien Ha properties in Quang Nam — Da Nang Province, in the Socialist Republic of Vietnam. The Company also entered into a joint venture agreement with Ivanhoe and Zedex, whereby at December 31, 2001, the Company had a 57.18% interest in New Vietnam Mining Corporation (“NVMC”). NVMC was comprised of Olympus (57.18%), Ivanhoe (32.64%) and Zedex (10.18%). The Phuoc Son Gold Project is held by NVMC. Olympus is the operator of the project.

In 2000, the Company was successful in raising CAD$3.4 million in equity financings. During 2000, the Company accelerated its exploration activities at the Phuoc Son gold project in Central Vietnam.

In 2003, the Company’s subsidiary, NVMC, entered into a strategic alliance with Mien Trung Industrial Company (“Minco”), a mining company controlled by the local provincial government, resulting in the formation of the Phuoc Son Gold Company (“PSGC”) for the purposes of exploration and extraction activities and any other related activities. The Company owns 100% of NVMC which, in turn, owns an 85% interest in the Phuoc Son Gold Company (“PSGC”). Minco, owns 15% of PSGC. Refer to Item 4D.1 for further details on the joint venture.

On March 1, 2004, the Company entered into a Vend-in Agreement and on June 21, 2004 an Extension of Vend-in Agreement with Ivanhoe Mines Ltd and Zedex Limited (the “vendors”) to acquire the remaining interests held by the vendors in NVMC. In June 2004, the Company acquired the remaining 42.82% of the outstanding shares of NVMC from Zedex Limited (now referred to as “Zedex Minerals Limited” after a name change) and Ivanhoe.

In other areas in Vietnam, the Company is continuing broad regional geology programs to identify other potential exploration areas. Additional applications for exploration licenses have been filed in Vietnam and the Company has also lodged an application in Laos. These applications are in early stages of review by the respective government bodies. Based on the Company’s experience working in these countries, the timing of application approvals can vary significantly, and are expected to be granted within the next one to two years.

On November 23, 2006, the Company signed a Memorandum of Agreement and Supplement to Memorandum of Agreement (collectively, the “MOA”) with Abra Mining and Industrial Corporation (“AMIC”) and Jabel Corporation (“Jabel”) that allows the Grantee (defined as the Company and a Philippine national corporation to be identified by the Company) to

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acquire an option to earn a 60% interest in the Capcapo Property (as defined below) upon completing a specified level of expenditures on the Capcapo Property, located in the Philippines. The Capcapo Property consists of a Mineral Production Sharing Agreement (“MPSA”) No. 144-99-CAR (“MPSA 144”), which covers 756 hectares in Capcapo, Licuan-Baay, Abra Province, Philippines, and a two-kilometre radius buffer zone around MPSA 144, with an area of about 3,500 hectares, which falls under a neighbouring Exploration Permit Application (“EXPA”). Jabel holds the Property in its name and is a minority shareholder in AMC. AMIC has an operating agreement with Jabel in respect of the Capcapo Property. As at June 30, 2010, the joint venture terms had not been finalized due to ongoing negotiations with the partners.

On May 31, 2007, the Company registered a Philippine corporation with the Republic of the Philippines Securities and Exchange Commission under the corporate name of Kadabra Mining Corp (“Kadabra”). Kadabra is 100% beneficially owned by the Company. Kadabra will hold the Company’s 40% interest in the joint venture and is used to track expenditures by the Company on the joint venture. On September 21, 2007, the Company announced that it had completed its due diligence at Capcapo.

Following the initiation of Community Consultation in accordance with Philippine laws in the fourth quarter of 2007 and the commencement in the first quarter of 2008 of a formal program of Free, Prior and Informed Consent, undertaken in conjunction with the National Commission on Indigenous Peoples (NCIP), all efforts in Capcapo area have concentrated on obtaining Community approval which is required before any further exploration can continue. At June 30, 2010, the formal report and community decision was still awaited from the NCIP. No further work will be undertaken at the project until this issue is resolved.

Total cumulative spending on this project as at December 31, 2008 was $865,779 which was capitalized to deferred exploration. At December 31, 2008 the full $865,779 of capitalized deferred exploration expenditure has been written off. Management considers this is a prudent measure given the political unrest in the Philippines and the economic uncertainty of world markets at present. Refer to Item 3D for list of risk factors.

In July, 2007, the Company signed a Framework of Laos and Cambodia Joint Venture Agreement with Zedex covering exploration activities in Laos and Cambodia. Refer to Exhibit 3.20. As this joint venture is in the early stages of set-up, there was minimal activity in 2007, 2008 and 2009. In January 2008 the Company was granted a two year Exploration License over a 42 square kilometres area in the Phuoc Son project area, in Quang Nam Province, Vietnam. The Company’s application for a further two year Exploration License over a 28 square kilometres area in the same area is pending. It is anticipated that this license will be approved.

Development activities for the 2009 year comprise 333m of level drives and 194m of raises.

The supplement to Ho Gan Environmental Impact Assessment to include Nui Kem underground was replaced with Nui Kem Environmental Impact Assessment Report submitted to Department of Natural Resources on December 10, 2009. Formal inspection occurred early in the first quarter of 2010. All Environmental Impact Assessment amendments and requirements, as advised by the Department of Natural Resources, have been complied with and notice of formal approval is now awaited.

The Bong Mieu Underground project (VN230) was placed into commercial production on April 1, 2009.

On March 6, 2008, the Company’s common shares commenced trading on the OTC Bulletin Board in the United States.

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On March 26, 2008 the Company received a positive independent feasibility study “Technical Report on Feasibility Studies for the Phuoc Son Gold Project in Quang Nam Province, Vietnam” (the “Technical Report”) authored by independent mining and geological consultants, Terra Mining Consultants/Stevens & Associates. The full text of the report is available on Sedar website. (www.sedar.com).The Technical Report confirmed the feasibility of the Company’s goal to design and construct an efficient and environmentally sound operation that will bring economic benefits to the region and the shareholders. In July 2008 the Company decided to self-fund the Dak Sa project at Phuoc Son by the treatment of high-grade Dak Sa ore at the Bong Mieu gold processing plant on a toll treatment basis.

On August 28, 2008 the Company received approval from the Vietnamese authorities to trial the toll treatment of Phuoc Son ore at its Bong Mieu plant. The Company commenced sourcing high-grade ore from the Phuoc Son mine in a trial trucking and toll treatment operation in August 2008. The trial treatment operation was carried out over three months. Following the trial the Company undertook plant modifications to enable more efficient processing of the high-grade Phuoc Son ore.

On December 15, 2008, the Company was granted and registered with the Department of Geology and Minerals of Vietnam the Bong Mieu Exploration Licence No 2125/GP-BTNMT. Refer to Exhibit 3.31.

In March 2009, the Company received approval from the Vietnamese authorities for a temporary trucking permit to source and toll treat high grade ore from Phuoc Son through the Bong Mieu Gold Plant. In mid September 2009 a trucking permit was granted allowing toll treatment of Phuoc Son ore at the Bong Mieu Plant until December 2010.

In March 2010 the Company obtained private placement funding of CAD$12,750,000. The net funds will be used in the establishment of a processing plant at Phuoc Son. The financing is in the form of nine percent subordinated unsecured convertible promissory notes which mature on March 26, 2014.

In June 2010 the Company obtained private placement funding of US$21,960,000. The net proceeds will be used for the construction of a processing facility at the Company’s Phuoc Son and Bong Mieu Mines in Vietnam and for general exploration and corporate purposes. The financing is in the form of gold delivery notes which mature on May 31, 2013 and bear interest at a rate of eight percent.

Amalgamation with Zedex Minerals Limited

On November 10, 2009 the Company announced its intention to merge with Zedex Minerals Limited (“Zedex”). At a Special General Meeting of Zedex’s shareholders held on December 17, 2009 Zedex’s shareholders approved the merger by overwhelming majority (approved by 98.9% of those voting). On January 12, 2010, the Company and Zedex amalgamated. Under the terms of the merger Zedex’s shareholders received one share of the Company for every 2.4 Zedex shares owned, resulting in an issuance on January 25, 2010 of 54,226,405 new common shares in Olympus and the distribution to them, on a prorata basis, of the 65,551,043 common shares in Olympus owned by Zedex. Management of the Company believes that the merger will (i) lead to corporate and operating synergies, particularly at the management and senior staff levels, (ii) facilitate development of Zedex’s Bau Gold Project, (iii) advance the development of the Company’s Bong Mieu and Phuoc Son operations, (iv) simplify the existing capital structures of each company in as much as each company owns shares in the other, and (v) simplify the ownership structures of the various assets they each own interests in.

Zedex management were provided with contracts with Olympus. Mr. Leslie Robinson, director of Zedex, was appointed to the Board of Olympus on December 17, 2009. Mr. Rodney Murfitt, formerly Chief Geologist for Zedex, became Group Exploration Manager for Olympus. Mr. Paul

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Seton, formerly CEO of Zedex, became Senior Vice President Commercial for Olympus and Ms. Jane Bell (previously Baxter), formerly CFO and Company Secretary for Zedex, became Vice President Finance for Olympus.

All costs associated with the amalgamation have been expensed during the year, these being recorded in professional and consulting fees in the consolidated statement of operations and comprehensive loss.

On January 12, 2010 the Company issued 4,395,835 options to former Zedex option holders in partial consideration of the amalgamation of Zedex and Olympus NZ

The Company’s executive office is located at:

Suite 500 — 10 King Street East
Toronto, Ontario, M5C 1C3
Canada

The Company’s registered and records office is located at Suite 500, 10 King Street East, Toronto, Ontario, M5C 1C3, Canada. Its telephone number is (416) 572- 2525.

The Company has financed its operations through the financings listed in the table shown below.

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Table No. 2: Financings

Fiscal Year	Nature of Issuance	Number of Shares		Capital Raised
December 31, 2000	Private Placement (1)		6,625,000	CAD$	1,840,000
December 31, 2001	Private Placement (2)		10,964,500	CAD$	3,944,000
December 31, 2002	Nil	Nil		Nil
December 31, 2003	Private Placement (3)		21,163,459	CAD$	6,832,063
December 31, 2004	Private Placement (4)	Nil		Nil
December 31, 2005	Private Placement (5)		32,645,000	CAD$	11,063,500
December 31, 2006	Private Placement (6)		27,000,000	CAD$	15,660,000
December 31, 2007	Private Placement and Public Offering (7) (8)		60,106,503	CAD$	37,153,601
December 31, 2008	Nil	Nil		Nil
December 31, 2009	Private Placement(9)		16,216,216	US$	3,000,000

Notes:
(1)	In 2000, the Company raised a total of CAD $1,840,000 through two separated financings:

(i.)	In March 2000, 4,500,000 units were sold for CAD$0.22/unit. Each unit was comprised of one common share and one two-year share purchase warrant entitling the holders to acquire up to 4,500,000 shares at CAD$0.30/unit during the first year and at CAD$0.40/unit during the second year;
(ii.)	In August 2000, 2,125,000 common shares were issued at CAD$0.40/share to various holders.

(2) In 2001, the Company completed three financings and raised a total of CAD$3,944,000:

(i.)	In February, 1,200,000 units were sold for CAD$0.60/unit. Each unit was comprised of one common share and one share purchase warrant, each whole purchase warrant exercisable at an exercise price of CAD$0.75/warrant for a one-year period, and CAD$1.00/warrant for the second year;
(ii.)	In July, 552,000 units were sold for CAD$0.50/unit. Each unit was comprised of one common share and one share purchase warrant, each whole purchase warrant exercisable at an exercise price of CAD$0.65/warrant for a one-year period, and CAD$1.00/warrant for the second year;
(iii.)	In December, 9,212,500 units were sold for CAD$0.32/unit. Each unit was comprised of one common share and one share purchase warrant, each whole purchase warrant exercisable at an exercise price of CAD$0.32.

(3) In 2003, a total placement, raising CAD$6,832,063 was completed in three closings:

(i.)	In February, 1,562,750 units were sold for CAD$0.40/unit. Each unit was comprised of one common share and one share purchase warrant, each whole purchase warrant exercisable at an exercise price of CAD$0.40/unit for a one-year period;
(ii.)	In March, 3,267,500 units were sold for CAD$0.40/unit. Each unit was comprised of one common share and one share purchase warrant, each whole purchase warrant exercisable at an exercise price of CAD$0.50/warrant for a one-year period;
(iii.)	In October, 16,333,209 units were sold for CAD$0.30/unit. Each unit consists of one common share and one-half of one common share purchase warrant, each whole purchase warrant exercisable at an exercise price of CAD$0.40/unit for a one-year period and thereafter at a price of CAD$0.50/unit for a one-year period.

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(4) On June 29, 2004, the Company closed a “Vend-In Agreement”, whereby it acquired the remaining 42.82% interest in the NVMC joint venture. The acquisition resulted in the issuance of 13,483,133 common shares of the Company of which Zedex received 3,205,467 shares and Ivanhoe received 10,277,646 shares. No capital was raised in this transaction.

(5) In 2005, a total placement, raising CAD$11,063,500 was completed in two closings:

(i.)	In January, the Company closed a CAD$5,080,000 private placement with Dragon Capital Markets Limited (“Dragon Capital”) by issuing 12.7 million common shares priced at CAD$0.40/unit. In consideration for its service, Dragon Capital was paid a finders’ fee of US$261,471 and was granted 1,270,000 warrants exercisable at CAD$0.40/unit for a period of one year from the date of closing;
(ii.)	In September, the Company received CAD$5,983,500 from the closing of a private placement and issued 19,945,000 common shares priced at CAD$0.30/share.

(6) On March 31, 2006, a private placement closed where the Company issued 27,000,000 shares at CAD$0.58 raising CAD$15,660,000.

(7) On March 19, 2007, the Company completed a non-brokered private placement, of 21,428,571 shares at a price of CAD$0.56 per share, for gross proceeds of CAD$12,000,000 and net proceeds of CAD$11,967,772. The net proceeds were used for ongoing exploration, feasibility studies and development work on the Company’s mineral projects and for general corporate purposes.

(8) On August 10, 2007, the Company closed an offering (the “Offering”) of units of the Company (“Units”) for aggregate gross proceeds of CAD$25,000,000 (the “Closing”). Pursuant to the Offering, the Company issued and sold a total of 38,461,538 Units at a price of CAD$0.65 per Unit. Each Unit was comprised of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (“Warrant”). Each whole Warrant will be exercisable at CAD$0.80 until August 10, 2009. The Company granted the Agents an over-allotment option (the “Over-Allotment Option”) exercisable in whole or in part at the sole discretion of the Agents, for a period of 30 days from closing of the Offering, to purchase up to an additional 5,769,230 Shares (“Additional Shares”) at a price of CAD$0.62 per Additional Share and up to an additional 2,884,615 Warrants (“Additional Warrants”) at a price of CAD$0.06 per Additional Warrant, for further gross proceeds of up to CAD$3,750,000, if exercised in full. In consideration for their services, the Corporation paid a fee of CAD$1,500,000 to the Agents (equal to 6% of the gross proceeds realized from the sale of Units). The Agents were also granted non-transferable options (the “Compensation Options”) to acquire 2,307,692 Units (each an “Agents’ Unit”) (equal to 6% of the number of Units issued pursuant to the Offering). Each Compensation Option is exercisable to acquire one Agents’ Unit at CAD$0.65 until August 10, 2009. Each Agent’s Unit consists of one common share of the Company and one-half of one common share purchase warrant (“Agents’ Warrants”). Each whole Agents’ Warrant will be exercisable to acquire one common share of the Company (a “Agents’ Warrant Share”) at a price of CAD$0.80 per Agents’ Warrant Share until August 10, 2009. On September 7, 2007, the over-allotment option granted to the agents in connection with the Company’s public offering of units (the “Offering”), was exercised in respect of 216,394 common shares (“Additional Shares”) at a price of CAD$0.62 per Additional Share and 323,947 warrants (“Additional Warrants”) at a price of CAD$0.06 per Additional Warrant, resulting in additional gross proceeds of CAD$153,601. Each whole Warrant will be exercisable at CAD$0.80 until August 10, 2009. The partial exercise of the over-allotment options brings the aggregate gross proceeds to the Company under the Offering to CAD$25,153,601. The net

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proceeds from the Offering are being used for further exploration and feasibility studies at the Company’s Bong Mieu Gold and Phuoc Son Gold properties in Vietnam and the Capcapo property in the Philippines and for working capital and general corporate purposes.

(9) In May 2009 the Company completed a non-brokered private placement of 16,216,216 shares at a price of US$0.1850 per share, for gross proceeds of $3,000,000 and net proceeds of US$2,845,264. Agents for the private placement were paid a cash commission of 5% of the gross proceeds of the placement.

(10) In March 2010, the Company obtained private placement funding of CAD$12,750,000. The net funds will be used in the establishment of a processing plant at Phuoc Son. The financing is in the form of nine percent subordinated unsecured convertible promissory notes which mature on March 26, 2014.

(11) In June 2010 the Company obtained private placement funding of US$21,960,000. The net proceeds will be used for the construction of a processing facility at the Company’s Phuoc Son and Bong Mieu Mines in Vietnam and for general exploration and corporate purposes. The financing is in the form of gold delivery notes which mature on May 31, 2013 and bear interest at a rate of eight percent.

The Company does not have an agent in the United States.

Capital Expenditures

The table below shows the historical capital balances, in United States dollars:

	Capital Assets, Mineral Properties and Deferred
As at December 31	Exploration and Development Costs
2000	$	7,535,463
2001	$	7,058,678
2002	$	4,957,736
2003	$	6,759,545
2004	$	15,468,222
2005	$	25,387,978
2006	$	30,148,598
2007	$	43,132,402
2008	$	44,562,894
2009	$	41,683,143

4.B Business Overview

Forward-Looking Statements

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995:

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Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variation of such words and phrases that refer to certain actions, events or results to be taken, occur or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of exploration activities, the estimation or realization of mineral reserves and resources, capital expenditures, costs and timing of the development of new deposits, requirements for additional capital, future prices of gold, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, as well as those factors discussed under Item 3 in the section entitled “Risk Factors”. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

4A.1. General

General

Olympus Pacific Minerals Inc. (the “Company” or “Olympus”) is an international mining exploration and development company focused on the mineral potential of Vietnam and the Southeast Asia. Olympus has been active in Vietnam since the mid-1990s on its own account and through associated companies, New Vietnam Mining Corporation and Bong Mieu Gold Mining Corporation, and maintains an office in Danang in central Vietnam. In January 2010 the Company acquired by merger with Zedex Minerals Limited, North Borneo Gold Sdn Bhd which operates the Bau Gold Project near Kuching in East Malaysia, Binh Dinh New Zealand Gold Company which operates the Thien Tuan Gold Project near Qui Nhon in Central Vietnam and GR Enmore Pty Ltd, which operates a Gold Project in New South Wales Australia.

The Company’s two most advanced properties, covered by investment licenses, are the 70 square kilometres Phuoc Son Gold property and the 30 square kilometres Bong Mieu Gold property. Both properties are located in central Vietnam along the Phuoc Son-Sepon Suture. The Bong Mieu and Phuoc Son Gold properties are approximately 74 kilometres apart. Proven and probable reserves exist for the Bong Mieu Central Gold Mine.

The Ho Gan plant at the Bong Mieu gold property was commissioned in April 2006 and commercial production started in the fourth quarter of 2006. The Company poured its first 3.6 kg doré bar on February 15, 2006. To December 31, 2009 the plant had produced 50,000 ounces of gold. Plant output has steadily improved with recent modifications enabling output of up to 3,300 ounces per month.

Exploration work to date has resulted in one new significant discovery in the Bong Mieu East area (Thac Trang) as well as a number of new, surface showings. In addition, further exploration will be required to define the extent of the deposits in several directions. Based on results of the

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exploration work completed to date, management believes the potential for additional discoveries and resource expansion at the Bong Mieu property is positive. Underground evaluation studies are continuing at the Bong Mieu Underground mine, located within one kilometre of the operating Bong Mieu Central plant site.

The Phuoc Son Gold property is located in central Vietnam, 74 kilometres from the Bong Mieu Gold property. The property hosts over 30 known gold prospects and two known high-grade gold deposits in the Dak Sa area of the property. Phuoc Son Gold Mining Company has been granted a Mining Licence by the Government of Vietnam to mine and develop its Dak Sa Deposits (North and South Deposits). The Mining Licence was the last major permit required prior to proceeding with development and production. All major environmental approvals have been received. Exploration work to date has defined the “productive” Dak Sa zone, which contains the two deposits, North and South Deposits, over a minimum length of approximately five kilometres. Evaluation of the large Phuoc Son land package continues to reinforce the potential of the overall property to host new deposits which could be mined in conjunction with the anticipated Dak Sa operation or have potential to be stand alone deposits. The Phuoc Son mine was put into commercial production effective October 1, 2009.

The Bau Gold Project comprises consolidated mining and exploration tenements that collectively cover more than 828 km² of the most highly prospective ground within the historic Bau Goldfield in Sarawak, East Malaysia. The property is attributed with significant gold resources and has been independently assessed as having substantially greater resource potential.

The Tien Thuan Gold Project in Central Vietnam covers about 100 km² of hilly terrain, encompassing numerous hard rock and alluvial gold occurrences within and peripheral to a large, multiphase intrusive complex of predominantly granitic composition. Quartz veins extend over 15 km of strike. Two discrete intrusive featuring vein and disseminated molybdenum mineralization have been discovered. Geological mapping has revealed outcropping features that are broadly consistent with economically productive circum-pacific porphyry (copper-molybdenum-gold-silver) deposits. Exploration is in progress.

The Enmore Gold Project covers approximately 325km² within the Enmore-Melrose Goldfield of northeastern New South Wales, Australia. The Company holds a 100 percent interest in two exploration licences covering 290km² and is earning an 80 percent interest in two exploration licences covering 35 km². The geological setting is broadly analogous to that at the nearby Hillgrove copper gold mine. Exploration results to date have confirmed the potential for lode and/or quartz stock-work style gold deposits at a number of individual prospects, including: Bora, Sunnyside, Lone Hand, Stony Hill, Sheba and Tabben. Potentially minable grades and widths have to date been drill-intersected at Sunnyside and Bora prospects. Further work is planned before a review report is presented to the Company’s directors.

4A.2. Description of Mining Industry

     Our business is highly speculative. We are exploring for base and precious metals and other mineral resources. Ore is rock containing particles of a particular mineral (and possibly other minerals which can be recovered and sold), which rock can be legally extracted, and then processed to recover the minerals which can be sold at a profit. Although mineral exploration is a time consuming and expensive process with no assurance of success, the process is straight forward. First, we acquire the rights to enable us to explore for, and if warranted, extract and remove ore so that it can be refined and sold on the open market to dealers. Second, we explore for precious and base metals by examining the soil, rocks on the surface, and by drilling into the

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ground to retrieve underground rock samples, which can then be analyzed. This work is undertaken in staged programs, with each successive stage built upon the information gained in prior stages. If exploration programs discover what appears to be an area which may be able to be profitably mined, we will focus our activities on determining whether that is feasible, while at the same time continuing the exploratory activities to further delineate the location and size of this potential ore body. Things that will be analyzed by us in making a determination of whether we have a deposit which can be feasibly mined at a profit include:

1.	The amount of mineralization which has been established, and the likelihood of increasing the size of the mineralized deposit through additional drilling;
2.	The expected mining dilution;
3.	The expected recovery rates in processing;
4.	The cost of mining the deposit;
5.	The cost of processing the ore to separate the gold from the host rocks, including refining the precious or base metals;
6.	The costs to construct, maintain, and operate mining and processing activities;
7.	Other costs associated with operations including permit and reclamation costs upon cessation of operations;
8.	The costs of capital;
9.	The costs involved in acquiring and maintaining the property; and
10.	The price of the precious or base minerals. For example, the price of one ounce of gold for the years 2001-2009 ranged from a low of $271 in 2001, to a high of $1,212.50 in 2009. At June 30 , 2010, the price of gold was $1,244 per ounce1.

     Our analysis will rely upon the estimates and plans of geologists mining engineers, metallurgists and others.

¹ Based upon the Average Spot Price of Gold, London PM fix.

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     If we determine that we have a feasible mining project, we will consider pursuing alternative courses of action, including:

• seeking to sell the deposit or the Company to third parties;

• entering into a joint venture with larger mining company to mine the deposit; or

• placing the property into production ourselves.

There can be no assurance, that we will discover any precious or base metals, establish the feasibility of mining a deposit, or, if warranted, other than the Bong Mieu East property which is currently in production, develop a property to production and maintain production activities, either alone or as a joint venture participant. Furthermore, there can be no assurance that we would be able to sell either the deposit or the Company on acceptable terms, or at all, enter into such a joint venture on acceptable terms, or be able to place a property into production ourselves. Our mining operations are subject to various factors and risks generally affecting the mining industry, many of which are beyond our control. These include the price of precious or base metals declining, the possibility that a change in laws respecting the environment could make operations unfeasible, or our ability to conduct mining operations could be adversely affected by government regulation. Reference is made to “Item. 3. Key Information. D. Risk Factors.”

REGULATION OF MINING INDUSTRY AND FOREIGN INVESTMENT IN VIETNAM

The current Vietnamese mining law was enacted in 1996, with various subsequent modifications. The Vietnamese Mining Law was initially drafted by an international law firm (Phillip Fox) and broadly modeled on Australian and Canadian Mining Law. A company may apply to the licensing authority, the Ministry of Natural Resources & Environment, for prospecting, exploration and mining Licenses, much as in Australia and Canada. A prospecting license provides for low impact prospecting over a broad area for a 2 year term; an exploration license provides an exclusive right to conduct advanced exploration over areas of up to 50 square kilometres for an initial 2 year term, after which 50% of that area may be renewed for a further 2 year term. Exploration license holders have the right to apply for a mining license at any time up to 6 months after expiry of an exploration license. A mining preliminary feasibility study, an Environmental Impact Report and an investment license are required to support a mining license application. Investment licenses are issued by the Ministry of Planning and Investment. A mining license provides the right to mine specified minerals for the life-of-mine indicated by the preliminary feasibility study.

On January 11, 2007, Vietnam became a full member of the World Trade Organization (“WTO”). After becoming a full member of the WTO, various commitments Vietnam has made for joining the WTO will become effective. These commitments impact a number of areas such as tariffs and duties on goods, foreign service providers’ access to Vietnam, foreign ownership, reforms on Vietnam’s legal and institutional set up for trade, foreign exchange, commercial business, trading rights, policy making, duties, restrictions, pricing and export restrictions. The overall changes will further expand Vietnam’s access to the global economy and facilitate doing business in Vietnam. These reforms have no immediate impact on the Company but would likely make it easier in the future for the Company to conduct its business activities in Vietnam.

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Since Vietnam is now a member of the World Trade Organization (“WTO”), foreign companies under the terms of WTO membership, are expected to be treated on an equal basis as Vietnamese companies.

Profits earned in Vietnam transferred abroad annually shall be the amount of profits of a fiscal year distributed to the foreign investor after payment of corporate income tax, plus (+) other profits earned in the year, such as profits from assignment of capital, from assignment of assets, items of corporate income tax which were paid and then refunded to the foreign investor in accordance with the provisions of the Law on Corporate Income Tax; less (-) items which the foreign investor has used or undertaken to use to re-invest in Vietnam, profit items which the foreign investor has used to pay out the expenses of such foreign investor for production and business operations or for private needs of the investor in Vietnam, and profit items provisionally transferred during the year. The amount of income that an investor is permitted to transfer abroad in a fiscal year shall be determined after the Company submits an audited financial report and a tax finalization report for the fiscal year with the local tax office which manages the enterprise. Foreign investors shall be permitted to transfer profits abroad in the following circumstances: (i) Annual transfer and one-off transfer of the whole of the amount of profits distributed or earned after the end of the fiscal year and after filing a tax finalization report with the tax office, (ii) Provisional transfer during a fiscal year once every quarter or once every six months after payment of corporate income tax in accordance with the Law on Corporate Income Tax (except for foreign investors exempt from corporate income tax in accordance with the provisions of the Law on Corporate Income Tax and the Law on Foreign Investment in Vietnam), (iii) Transfer of profits upon termination of business operation in Vietnam in accordance with the Law on Foreign Investment in Vietnam.

REGULATION OF MINING INDUSTRY AND FOREIGN INVESTMENT IN MALAYSIA

The two main legal instruments that govern activities relating to minerals are the Mineral Development Act, 1994 and the State Mineral Enactment. The Mineral Development Act came into force in August 1998, while the State Mineral Enactment is currently at various stages of being adopted by the respective State Governments.

The Mineral Development Act 525 of 1994 defines the powers of the Federal Government for inspection and regulation of mineral exploration and mining and other related issues. The State Mineral Enactment provides the States with the powers and rights to issue mineral prospecting and exploration licenses and mining leases and other related matters. The Governor of the state of Sarawak, in which the Bau Project is located, has statutory rights to forfeit or cancel the mining tenements if there is a breach of, or default in the observance of any of the covenants or conditions attached to the relevant Mining Tenement.

Parties may apply for a General Prospecting License (GPL) for an initial term of 2 years (with renewal options), or an Exclusive Prospecting License (EPL) for an initial term of 4 years (with one renewal period for a further 4 years). Mining operations require either a Mining Certificate or a Mining License, both of which have a maximum term of 21 years. A Mining Certificate allows mining in unalienated land with the permission of the owner and requires negotiation of compensation and royalty.

Malaysia has been a member of the World Trade Organisation (“WTO”) since 1 January 1995 and has made various commitments pursuant to the General Agreement on Trade in Services (“GATS”) including setting out the transactions relating to investment in Malaysia which would require approval. Since Malaysia is a member of of the WTO, foreign companies under the terms of the WTO membership are expected to be treated on an equal basis as Malaysian Companies.

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No restrictions are imposed on foreign companies investing in Malaysia with regard to repatriation of capital, interest, profits and dividends. No royalties are payable to the Federal Government.

4C. Organizational Structure

4D. Property, Plant and Equipment

General

The Company is devoting most of its resources to the exploration and development of two gold mining properties in Vietnam — the Phuoc Son Property and the Bong Mieu Property. The recent addition subsequent to year end of a third Vietnam property and a Malaysia property following the amalgamation with Zedex Minerals Ltd has diversified the Company property portfolio and reduced sovereign risk.

The Bong Mieu Property, of which the Company owns an 80% interest, commenced production activities in the fourth quarter of 2006 and, through to December 31, 2009, has produced 34,207 ounces of gold. The Company is currently undergoing modifications to the plant in order to improve recoveries and is conducting exploration activities in order to increase the known reserves on the property.

The Company’s other major property is the Phuoc Sun Property, in which it owns an 85% interest. This property is located in the western highlands of Quang Nam Province, in central Vietnam, some eight kilometres (14.5 kilometres by road) northwest of the small town of Kham Duc and approximately 90 kilometres southwest of the costal city of Da Nang, the fourth largest city in Vietnam. The Company is currently conducting exploration activities directed at obtaining additional information on the ore body on this property and estimates it will require

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approximately $52 million in order to complete plant construction and conduct additional exploration activities to increase the known mineralization on the property. In March 2009 the Company began transporting gold ore from this property to its processing facility at the Bong Mieu mine.

In addition to its interests in Vietnam, the Company has an interest in a property in the Philippines but because of difficulties it has encountered in negotiating a joint venture agreement, has no immediate plans to explore the property, and has written off its $865,779 investment in the property.

In order to acquire, explore and develop its property interests in Vietnam, the Company was required to acquire licenses from the Vietnamese government. Reference is made to paragraph 4.A for a discussion of the regulation of mining activities in Vietnam. Following is a schedule of the Investment and Mining Licenses the Company, through its subsidiaries or affiliated companies, holds:

Schedule of Investment Licenses

PROJECT	OWNER	LICENSE	AREA	STATUS	GRANT DATE	TERM	EXPIRY DATE
1. Bong Mieu	BOGOMIN	Certificate No 331022000008	30 Sq Km	Granted	5/3/90	25 years	5/3/2015
2. Phuoc Son	PSGC	IL 2355/GP	70 Sq Km	Granted	8/7/2008	25 years	20/10/2033

Schedule of Mining Licenses

								EXPIRY
PROJECT	MINE	OWNER	LICENSE	AREA	STATUS	GRANT DATE	TERM	DATE
1. Bong Mieu	Ho Gan (VN220)	BOGOMIN	ML592/CNNg	358 Ha	Granted	22/7/92	25 years	22/7/2017
Bong Mieu	Nui Kem (VN230)	BOGOMIN	ML592/CNNg	358 Ha	Granted	22/7/92	25 years	22/7/2017
Bong Mieu	Ho Ray	BOGOMIN	Proposed new MLA	Not yet defined	Proposed	—	—	—
2. Phuoc Son	Dak Sa Bai Dat	PSGC	ML116/GP-BTNMT	1.00 Ha	Granted	23/1/2006	5.5 years	31/7/2011
Phuoc Son	Dak Sa Bai Go	PSGC	ML116/GP-BTNMT	0.52 Ha	Granted	23/1/2006	5.5 years	31/7/2011

Schedule of Exploration Licenses

Phuoc Son PSGC EL 67/GP-BTNMT 42 Sq Km Granted 10/01/2008 2 years 10/01/2010

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Phuoc Son	PSGC	EL 67/GP-BTNMT	28 Sq Km	Grant Pending	10/01/2010	2 years	10/01/2012
Bong Mieu	BOGOMIN	EL 2125/GP- BTNMT	30 Sq Km	Granted	24/10/2008	2 years	24/10/2010

Schedule of Certificates

COMPANY	TYPE OF CERTIFICATE	DATE GRANTED	TERM	EXPIRY DATE
Bong Mieu Gold Mining Company	Gold export certificate	Dec 31, 2009	1 year	Dec 31, 2010
Phuoc Son Gold Mining Company	Gold export certificate	Dec 31, 2009	1 year	Dec 31, 2010
Bong Mieu Gold Mining Company	Land Use Certificate	Oct 9, 1993	25 years	Sep 2017

Schedule of Exploration Tenements (Applications)

PROJECT	E.L. REG. #		REG. HOLDER
1. Phuoc Son	67/GP-BTNMT		PSGMC
2. Bong Mieu	2125/GP BTNMT		BOGOMIN
3. Capcapo	MPSA#141, EXPA#085		AMIC
4. Khau Pum		—	OPVL
5. Phuoc Thanh		—	PSGC
6. Sanakham	MEAPA		OYM

Global Resource Estimates

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
MEASURED AND INDICATED MINERAL RESOURCES

This section and section 4D.1 describing the Phuoc Son Gold Property and section 4D.2 describing the Bong Mieu Gold Property use the term “indicated resources.” We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
INFERRED MINERAL RESOURCES

This section uses the term “inferred resources.” We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great uncertainty as to their

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existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or prefeasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically and legally mineable.

The mineral reserve and mineral resource estimates contained in the following tables have been prepared in accordance with the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Although generally the NI 43-101 standards are similar to those used by the United States Securities and Exchange Commission’s (“SEC”) Industry Guide No. 7, the definitions in NI 43-101 differ in certain significant respects from those under Industry Guide No. 7. Accordingly, mineral reserve and mineral resource information contained herein may not be comparable to similar information disclosed by U.S. companies.

The Company’s Global Reserves and Resources are summarized in the table below at December 31, 2009.

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Reserves		2008						2009
Property	Reserve Category	Tonnes		Gold Grade (g/t)		Contained Gold (oz)		Tonnes		Gold Grade (g/t)		Contained Gold (oz)
Bong Mieu Gold Property(1)	Proven		0		—		0		—		—		—
	Probable		289,000		2.90		26,900		254,627		2.72		22,236
	Total P&P		289,000		2.90		26,900		254,627		2.72		22,236
Phuoc Son Gold Property(2)	Proven		235,650		8.72		66,070		205,053		6.53		43,031
	Probable		694,740		7.48		167,080		675,316		7.21		156,591
	Total P&P		930,390		7.79		233,150		880,369		7.05		199,622

Resources		2008						2009
Property	Resource Category	Tonnes		Gold Grade (g/t)		Contained Gold (oz)		Tonnes		Gold Grade (g/t)		Contained Gold (oz)
Bong Mieu Gold Property(3)	Measured		1,071,900		2.13		73,400		973,660		2.02		63,080
	Indicated		2,511,600		1.75		141,310		2,257,640		1.66		120,545
	Total M&I		3,800,200		2.13		260,010		3,231,300		1.77		183,624
	Inferred		4,739,800		1.40		213,340		4,729,320		1.40		212,930
Bong Mieu Ancillary Metal Credits(7)	Measured						32,340						24,647
	Indicated						52,380						39,915
	Total M&I Credits						84,720						64,562
	Inferred credits						85,390						65,110
Bong Mieu (Historic Nui Kem u/g) (3.3)	Measured		24,200		5.00		3,890		24,200		5.00		3,890
	Indicated		192,700		6.60		40,890		192,700		6.60		40,890
	Total (M + I)		216,900		6.42		44,780		216,900		6.42		44,780
	Inferred		1,220,000		8.00		313,792		1,220,000		8.00		313,792
Phuoc Son Gold Property(4)	Measured		163,320		12.76		67,000		132,964		10.28		43,933
	Indicated		546,350		10.16		178,470		527,571		9.92		168,204
	Total M&I		709,670		10.76		245,470		660,535		9.99		212,137
	Inferred		1,884,200		6.63		401,640		1,878,685		6.63		399,017
Tien Thuan Gold Property(5)	Project at initial exploration stage, no resource estimate conducted at date of publication
Bau Gold Property(6)	Resource in the process of being converted from JORC to NI 43-101 - results not available at date of publication

Global Totals:	2008		2009
Total Proven & Probable Reserves Contained Ounces		260,050		221,858
Total Measured & Indicated Resource Contained Ounces		505,480		395,761
Total Inferred Resource Contained Ounces		614,980		611,946
Total Measured & Indicated Ancillary Metal Credit Contained Ounces		84,720		64,562
Total Inferred Ancillary Metal Credit Contained Ounces		85,390		65,110
Total Historic Measured + Indicated Resource Contained Ounces		44,780		44,780
Total Historic Inferred Resource Contained Ounces		313,792		313,792

*	Measured and Indicated Resource Estimates Includes Proven and Probable Reserves
(1)	Bong Mieu reserves were estimated by Olympus in accordance with Canadian National Instrument NI 43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum definitions & standards and were independently reviewed by Terra Mining Consultants and Stevens & Associates (“TMC/SA”) in March 2009. Copy of the TMC/SA technical report entitled “Updated Technical Review of Bong Mieu Gold Project in Quang Nam Province, Vietnam”, dated April, 2009 can be found in the Company’s filings at www.sedar.com. Deposit notes and 2009 reserve impairments are as noted below:
	1.1 Ho Gan Deposit -Lower and upper grade-cutoffs are 0.80 g/t Au and 10.00 g/t Au respectively. The mining dilution factor is 10% @ 0.30 g/t Au.
	No new reserves were developed during 2009. Accordingly, the remaining reserve was estimated by deducting the tonnage mined during 2009 from the official reserve remaining at YE 2008. The tonnage mined during 2009 was estimated by reconciling the tonnage (by truck count) with mill tonnage (by weightometer).
	1.2 Ho Ray-Thac Trang Deposit — No reserves have yet been estimated.
	1.3 Nui Kem Deposit — No reserves have yet been estimated.
(2)	Dak Sa (Bai Dat and Bai Go Sector) reserves were estimated by Olympus (based on a 3.00 g/t Au stope cut-off, practical stope layouts and the application of appropriate mining dilution rules and minimum width criteria) in accordance with Canadian National Instrument NI 43-101 and the Council of the Canadian Institute of Mining,

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	Metallurgy and Petroleum definitions & standards. This estimate was independently audited by Terra Mining Consultants and Stevens and Associates (“TMC/SA”) in March 2008. This TCM/SA report entitled “Technical Report on the Phuoc Son Project in Quang Nam Province, Vietnam"(March 2008), is within Company filings at www.sedar.com. Deposit notes and 2009 reserve impairments are as noted below:
	2.1 Bai Dat Sector
	During 2009, ore was mined from Bai Dat, but no new (NI 43-101 status) reserves were developed. The 2009 reserve was therefore determined by deducting the ore mined during 2009 from the 2008 YE reserve. The ore mined during 2009 was determined by underground survey reconciled with the official milled tonnage (by weightometer). The 2008 reserve employed a lower grade-cutoff of 3.00 g/t Au and an upper cutoff of 100.00 g/t Au.
	2.2 Bai Go Sector
	During 2009, no mining was conducted and no new (NI 43-101 status) reserves were developed. Accordingly, the 2009 reserve remains the same as the YE 2008 reserve (at a lower grade-cutoff of 3.00 g/t Au and an upper cut of 80.00 g/t Au).
(3)	Bong Mieu resources were first estimated by Olympus (in accordance with National Instrument NI 43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum definitions & standards) and independently audited/updated by Watts Griffis and McOuat (WGM) (“A Technical Review of the Bong Mieu Gold Project in Quang Nam Province, Vietnam”), in September 2004, by Terra Mining Consultants and Stevens & Associates (“TMC/SA”) (“Technical Review of the Bong Mieu Gold Project in Quang Nam Province, Vietnam”) in August 2007 and by TMC/SA (“Updated Technical Review of Bong Mieu Gold Project in Quang Nam Province, Vietnam”) in March 2009. Copies of these reports can be found within Company filings at www.sedar.com. Deposit notes and 2009 resource impairments are as noted below:
	3.1 Bong Mieu Central (Ho Gan) Deposit
	During 2009, no new (NI43-101 status) resources were developed. The 2009 resource was therefore determined by deducting the ore mined during 2009 (refer above) from the 2008 YE resource .
	3.2 Bong Mieu East (Ho Ray-Thac Trang) Deposit
	During 2009, no new (NI43-101 status) resources were developed. The 2009 estimate therefore remains the same as at YE 2008. The 2008 estimate incorporated drilling completed by Olympus during 2008 (using upper and lower grade cutoffs of 0.5 g/t Au and 10 g/t Au respectively) to update prior NI43-101 and CIMM standard estimates/audits, as independently reviewed by TMC/SA in March 2009 (refer above).
	3.3 Bong Mieu South (Nui Kem) Deposit (Historic Resource)
	The most recent independent estimate of the Nui Kem underground resource was by Continental Resource Management Pty Ltd (CRM) in 1993, in accordance with JORC (1989) standards. This estimate used lower and upper grade-cutoffs of 3.00 g/t Au and 30.00 g/t Au respectively. Although this CRM estimate pre-dates NI 43-101, it was independently reviewed by Watts, Griffis and McOuat (“WGM”) in 1997 and again in 2007 by TMC/SA (refer above).
	Neither WGM nor TMC/SA audited the CRM estimate, nor did they attempt to reclassify the Nui Kem resource to meet NI43-101 standards. Nonetheless, both independent consultant groups consider it to have been carried out in a manner consistent with standard industry practice of the time and deem it to be relevant and of historic significance. It is accordingly herein reported as a historical resource.
	During 2009, Olympus produced a total of 41,316 tonnes of ore grading 5.94 g/t Au from stoping and underground exploration developments. Although depth considerations effectively preclude exploratory drilling from surface, it is anticipated that underground drilling and exploratory headings will generate sufficient data to enable a NI 43-101 compliant estimate to be prepared at some time in the future. The CRM 1993 resource is not considered to be a “current” resource and should not be relied upon pending re-estimation to current NI43-101 standards.
(4)	The Phuoc Son resources were first independently reviewed by Watts, Graffis and McOuat Limited. Copy of their report entitled “A Technical Review of the Phuoc Son Gold Project in Quang Nam Provience, Vietnam”, dated January 30, 2004, can be found in the Company’s filings at www.sedar.com. Dak Sa (Bai Dat and Bai Go Sector) resources were estimated by Olympus in January 2008, in accordance with National Instrument NI 43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum definitions & standards. This estimate was independently reviewed by TCM/SA in a technical report entitled “Technical Report on the Phuoc Son Project in

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	Quang Nam Province, Vietnam”, dated March 2008, copy of which can be found in the Company’s filings at www.sedar.com. Deposit notes and 2009 resource impairments are as noted below:
	4.1 Dak Sa South (Bat Dat) Deposit
	During 2009 ore was mined from Bai Dat, but no additional (NI43-101 status) resources were defined. Accordingly, the YE 2009 resource estimate (which includes mining reserves) was determined by impairing the 2008 resource by 2009 mining depletion (refer above). The 2008 estimate employed lower and upper grade cutoffs of 3.00 g/t Au and 100.00 g/t Au respectively.
	4.2 Dak Sa North (Bai Go) Deposit
	During 2009, no mining was conducted and no additional (NI43-101 status) resources were defined. The 2009 YE resource estimate (which includes mining reserves) accordingly remains as at YE 2008. The 2008 estimate employed lower and upper grade cutoffs of 3.00 g/t Au and 80.00 g/t Au respectively.
(5)	No Tien Thuan resource is disclosed in 2009 because an estimate (to NI43-101 standard) is yet to be conducted. A historic (1993) gold resource estimate by the Geological Survey of Vietnam cannot presently be disclosed because it is neither JORC nor NI43-101 compliant. It is contemplated that drilling by Olympus during 2010 may enable an NI43-101 standard estimate by year end 2010.
(6)	The 2009 estimate of Bau resources is not disclosed because the estimate to NI43-101 standard is still in progress. The Bau mineral property was acquired from Zedex Minerals Ltd in January 2010. At that time, the property was attributed with a resource that had been estimated to Australian (JORC) standards by consultants to Zedex Minerals Ltd. Olympus is presently having those resources independently verified and converted to the equivalent Canadian standards pursuant to NI43-101 and CIMM guidelines by independent consultants Terra Mining Consultants and Stevens Associates of New Zealand. This work is presently ongoing. When complete, the new resource estimate will be separately announced and the related technical report will be included within the company filings on www.sedar.com.
(7)	The gold-equivalent value of the Tungsten in the Bong Mieu East Resource was calculated using Tungsten value of US$200/MTU ($210 in 2008) and gold value of US$1100/oz ($880 in 2008) . Other metals, such as silver, copper, lead, zinc and fluorine, have not been included in the 2009 estimate because they are of insignificant value or are uneconomic to recover.
(8)	The mineral reserve and mineral resource estimates contained in the above table have been prepared in accordance with the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Although generally the NI 43-101 standards are similar to those used by the United States Securities and Exchange Commission’s (“SEC”) Industry Guide No. 7, the definitions in NI 43-101 differ in certain respects from those under Industry Guide No. 7. Accordingly, mineral reserve and mineral resource information contained herein may not be comparable to similar information disclosed by U.S. companies. The diluted reserve estimates were first prepared by Olympus Staff in January 2008 and validated by Terra Mining Consultants and Stevens and Associates (“TMC/SA”) in March 2008. These estimates were both prepared in accordance with National Instrument NI 43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum definition standards. The reserve estimates are based on a 3 g/t Au stope cut-off, practical stope and ore development layout and the application of appropriate dilution factors.
(9)	Commodity prices used over the last three years (in USD) were as follows:

Commodity	2007 Price	2008 Price	2009 Price
Gold	US$700/oz	US$880/oz	US$1,120/oz
Tungsten	US$250/MTU	US$210/MTU	US$150/MTU

The 2008 - 2014 gold metal price forecasts used were those of Macquarie Bank (consistent with near term trailing gold price averages and the January 2008 Reuters poll), as follows:

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YEAR	GOLD PRICE (US$)
2008		960
2009		1050
2010		1000
2011		900
2012		800
2013		750
2014		750
2015		750

(10)	The Company currently operates three mines (Bong Mieu Central, Bong Mieu Underground and Phuoc Son), company ownership of which is 80% at Bong Mieu and 85% at Phuoc Son. The quantities disclosed relate to the whole mines.
	Minor differences between estimated reserves and actual production have been accounted for in the respective reserve tables. There are no material variations to be disclosed.
	The Phuoc Son processing plant is yet to be constructed. Once steady-state metallurgical recovery has been achieved, metallurgical recovery factors for this mine will be reported by year-end average.
	An independent financial analysis of the Phuoc Son Deposit was conducted in 2008 by Mr John Glen of Meridian Capital Group Pty Ltd.
	The metallurgical recovery factor used was 90%, with sensitivity analyses at: +5%, -5% and -10%.

4D.1 Phuoc Son Gold Property

Olympus Pacific currently holds an 85% interest in the Phuoc Son Gold Project with a focus of exploration, development and production of gold and other potential minerals in the specified project area, located in Phuoc Son and Nam Giang districts in the Quang Nam Province. In 2003, the Company’s subsidiary, New Vietnam Mining Company (“NVMC”), entered into a joint venture with Mien Trung Industrial Company (“Minco”), a mining company controlled by the local provincial government, to form the Phuoc Son Gold Company (“PSGC”). PSGC has an investment license on the Phuoc Son property. NVMC’s initial interest in the PSGC is 85% and Minco has a 15% interest. After five years, from the end of the period in which PSGC makes a profit for 12 consecutive months, Minco can increase its interest by 15% to 30% if Minco chooses to acquire such interest from NVMC by paying fair market value. After 20 years, Minco can increase its interest to a total of 50% if Minco chooses to acquire such additional 20% interest from NVMC by paying fair market value. Fair market value shall be determined by using an independent accounting firm to perform the fair market value assessment and that assessment will be considered final and binding for both parties. If Minco does not proceed on exercising its right of acquisition within three months from the dates of entitled acquisition, Minco will be considered as having waived its right to acquire the interest. If any party fails to contribute, by way of debt or equity, in proportion to its participating interest or defaults on any other substantial obligation under the agreement and such default is not rectified within 60 days of notice of default, the non-defaulting party can terminate the agreement or serve notice on the defaulting party which would result in the participating interest of each party being recalculated and adjusted based on the percentage of debt and equity contributed by each party when compared to the total debt and equity contributed by both parties.

On March 1, 2004, the Company entered into a Vend-in Agreement and on June 21, 2004 an Extension of Vend-in Agreement with Ivanhoe Mines Ltd and Zedex Limited (the “vendors”) to

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acquire the remaining interests held by the vendors in NVMC. The Company issued a total of 13,483,113 shares to acquire the NVMC interest. As a result of these agreements, the Company owns 100% of NVMC. NVMC owns 85% of the Phuoc Son Gold Project resulting in the Company holding an 85% interest in the Project. Upon closing of the Vend-in Agreement, the original joint venture agreement dated September 11, 1997 between Olympus, Zedex Limited and Ivanhoe Mines Ltd. was terminated. Post closing, each vendor has the right to nominate two directors as long as each vendor holds 15% or more of Olympus’ issued and outstanding shares as at the record date for the annual general meetings. If the ownership of Olympus’ outstanding shares drops below 15% but remains above or equal to 10%, the right exists for one director to be nominated. If ownership is below 10%, there is no obligation to include a nominee for director from a vendor. In June 2004, the Company acquired the remaining 42.82% of the outstanding shares of NVMC from Zedex and Ivanhoe. The Company completed the acquisition by issuing 13,483,133 common shares of which 3,205,467 shares were received by Zedex and 10,277,646 shares were received by Ivanhoe. As at March 9, 2009, Ivanhoe held no Olympus shares and Zedex Minerals Limited (formerly Zedex Limited) holds approximately 30% of Olympus’ issued and outstanding shares. Consequently, only Zedex Minerals Limited has retained the right to nominate two directors and Olympus no longer has the obligation to include a nominee from Ivanhoe Mines Ltd.

At Phuoc Son, the Company holds an investment license covering a 70 square kilometres area and a mining license on the Dak Sa deposits. The Dak Sa Underground Project is currently comprised of two deposits, the North (Bai Go) and South (Bai Dat) deposits.

On March 7, 2007, the Company released updated resource estimates for Phuoc Son incorporating the results of drilling up to October 2006. On January 15, 2008, the Company released updated resource estimate for Phuoc Son incorporating the results of drilling up to October 2007. Exploration work to date has defined the “productive” Dak Sa shear deposit over a strike length of approximately five kilometers, expanded the Dak Sa resource base, and has confirmed that the mineralization remains open.

In January 2008 the Company was granted a two year Exploration License over a 42 square kilometres area in the Phuoc Son project area, in Quang Nam Province, Vietnam.

On March 26, 2008, the Company received a positive independent feasibility study “Technical Report on Feasibility Studies for the Phuoc Son Gold Project in Quang Nam Province, Vietnam”. (the “Technical Report”) authored by independent mining and geological consultants, Terra Mining Consultants/Services & Associates. The full text of the report is available on Sedar website. (www.sedar.com). The Technical Report confirmed the feasibility of the Company’s goal to design and construct an efficient and environmentally sound operation that will bring economic benefits to the region and the shareholders. In July 2008 the Company decided not to seek outside funding for the Dak Sa project. Instead, the Company began treating the ore at the Dak Sa project at Phuoc Son by treating at its Bong Mieu gold processing plant on a toll treatment basis.

On August 28, 2008 the Company received approval from the Vietnamese authorities to conduct a trial test of the toll treatment of Phuoc Son ore at its Bong Mieu plant. The Company commenced sourcing high-grade ore from the Phuoc Son mine in a trial trucking and toll treatment operation in August 2008. The trial treatment operation was carried out over three months. Based upon the results of this test, the Company applied to the Vietnamese authorities for a permanent trucking permit to source and toll treat high grade ore from Phuoc Son through the Bong Mieu Gold Plant, and a temporary permit was granted in February 2009.

In Mid September 2009 the Company was granted a trucking permit to truck ore from Phuoc Son to the Bong Mieu plant until December 2010.

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The company placed the Phuoc Son mine into commercial production effective October 1, 2009.

(a) Property Description and Location

The Phuoc Son Gold property, is located in the western highlands of Quang Nam Province, in central Vietnam, some 8 kilometres (14.5 kilometres by road) northwest of the small town of Kham Duc and approximately 90 kilometres (140 kilometres by road) southwest of the coastal city of Da Nang, the fourth largest city in Vietnam (see Figure 1).

To date, over 30 gold prospects have been identified within the 70 square kilometres project area. The most advanced prospects are in the Dak Sa sector. On May 18, 2005, Olympus announced the results of a positive independent preliminary assessment study completed by Micon International Limited (“Micon”) for the Dak Sa Underground Project which covers the South (Bai Dat) and North (Bai Go) deposits which lie about 1 kilometres apart and these two deposits, once developed and constructed into mines, will share the same infrastructure and expected to eventually be connected by an underground tunnel. There is no known commercially mineable mineral deposits on this property and there can be no assurance that a commercially mineable mineral deposit exists on the property.

On October 20, 2003, a 30-year investment license No. 2355/GP was granted for the Phuoc Son property covering 7,000 hectares. The license permits Minco and NVMC to establish a joint venture, Phuoc Son Gold Company Limited (“PSGC”), for a term of 30 years. PSGC has investment capital of $10,000,000 and legal capital of $3,000,000, of which NVMC contributed $2,550,000 (85%) and Minco contributed $450,000 (15%). PSGC must pay the Vietnamese government annual land rent and annual corporate tax of 40% of net profit but will be exempt from import duties and is subject to 7% tax upon remittance of profits abroad. Minco has not contributed to the legal capital and Minco has chosen to defer its rights to receive its share of the distributions of profits until its contribution to legal capital is recovered in full. Minco is not planning to pay its legal contribution. Minco will not receive their entitled share of profits until their legal capital portion has been recovered, after which Minco will start receiving their share of profits. Legal capital recorded for PSGC of $2,550,000 is equal to what has been contributed. The Company and NVMC are not required to contribute Minco’s share of the legal capital.

On January 23, 2006, a Mining License application was granted over the South and North deposits. The Mining License allows the Phuoc Son Gold Company Ltd. within a 5.5 year period from date of grant to construct the mine and perform mining activities. The Company is in the process of obtaining the construction license and the import license for mining equipment for the Phuoc Son Gold property. In January 2008, PSGC obtained a new exploration license with a term of two years which will allow exploration activities in the specified areas. Under the Vietnamese law, an exploration license is required to get a newer amended mining license. Refer to risks outlined under Item 3D.

On December 31, 2008, Phuoc Son Gold Company obtained the renewed annual gold export certificate to allow for exportation of any dore that is produced by the Company that will be refined and sold offshore, which expired on December 31, 2009. A renewed annual gold certificate expiring 31 December 2010 was obtained on 31 December, 2009.

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Figure 1 shows the location of the property.

Figure 2 shows the location of these deposits and the principal facilities on the property.

Figure 1. Phuoc Son Gold Property

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Figure 2. Project Site Plan for Bai Dat (South) and Bai Go (North) deposits

(b) Accessibility, Climate, Local Resources, and Infrastructure

Access to the Dak Sa Project area within the Phuoc Son property is by 140 kilometres of bitumen road from Da Nang to Kham Duc. From Kham Duc to the mine area is approximately 14.5 kilometres on a fairly poor dirt road. This access road will be upgraded during construction. The South and North gold deposits lie about one kilometres apart and are linked together via a dirt road.

The climate is sub-tropical with average monthly temperatures ranging from about 27°C in June to 20.5°C in December, although it is reported that temperatures may fall below 15°C in the cold season. Average annual rainfall is 2,762.5 mm with the maximum average monthly value of 763.8 mm, which occurs in October.

The minimum average monthly precipitation value is for February and measures 30.9 mm. Regionally, the relative humidity is high and reasonably consistent year round, ranging from an average of approximately 83% in April to 93% in November and December. Storms often occur in Quang Nam Province in September, October and November and cause heavy rain and strong wind with an average speed of 65 kilometres/hr and a maximum of approximately 140 kilometres/hr.

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The Phuoc Son Project is located in the central highlands, an area that is one of the poorest regions of Vietnam. The local economy is primarily subsistence agriculture although local ongoing highway construction has provided a source of employment. Artisanal mining is ongoing on the Property and while this activity has reduced from past periods it is not strongly discouraged by the government as it helps reduce unemployment and stimulate the local economy. Olympus is doing its best to keep this activity in check and has good relations with the miners. These miners may be suitable candidates for future Olympus development and mining operations.

Nearby communities include Phuoc Duc Commune (population ~1,990) and Kham Duc District Town (population ~6,560), where Olympus has its local headquarters. Although Kham Duc has a district hospital with out-patient facilities and limited trauma casualty facilities, health care and education facilities are considered inadequate, with a distinct division in the standard of services and socio-economic opportunity available to ethnic minorities.

Electricity is provided from the Vietnam national grid supplying 1.6 MW at 22 kV supply. Telecommunications facilities are good and include internet and cell phone service. Water, although often polluted by the artisanal mining, is readily available on and near the Property. The population density within the Dak Sa Valley is approximately 25 per square kilometres2. Except for small-scale slash and burn agriculture, the topographic relief in the area of the project area is unfavorable for farming activities.

(c) Geology

Two major stratigraphic units are present on the Property as follows:

Kham Duc Formation (Proterozoic): This formation consists largely of sedimentary rock.

Avuong Formation (Paleozoic): This formation is distinctive as it hosts significant amounts of mafic volcanic rock types.

The most significant fault related to mineralization on the Property is the Dak Sa Fault Zone (“DSFZ”). The Dak Sa fault zone runs North-South for over five kilometres through the centre of the Dak Sa Prospect (host to the South (Bai Dat) and North (Bai Go) deposits). The DSFZ appears to be primarily a thrust fault and features prominent gold mineralized quartz vein/breccias.

(d) History of Exploration on the Phuoc Son Gold Property

In 1997 and 1998, Olympus Pacific Minerals became involved in the Phuoc Son project and took over direction of exploration programs from Indochina Goldfields Ltd. (subsequently Ivanhoe Mines Ltd.).

Since Olympus became directly involved in Phuoc Son in 1998 there have been several stages of exploration (carried out through and by NVMC). Selected portions of the property, including some safely-accessible artisanal underground workings, have been subjected to geological mapping, bedrock, float and channel sampling, soil geochemical surveying, magnetic surveying, self-potential geophysics and diamond drilling. The exploration stages are described as follows:

• Stage 1 (October 1998 — March 1999): reconnaissance surveying of the then 100 square kilometres license area, identification of the three major mineralized shear structures, and commencement of detailed exploration over the first of these structures (the Dak Sa shear zone);

• Stage 2 (April 1999 — December 1999): continuation of detailed exploration over the southern end of the Dak Sa shear zone (including mapping/sampling and diamond drilling six holes at Bai Dat) and follow-up exploration at other sites (particularly at K7) within the balance of the license area;

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• Stage 3 (January 2000 to June 2000): grid soil sampling in the Dak Sa & K7 shear zones, rock sampling, geological mapping, pan concentrate survey, diamond drilling of 29 holes at Bai Dat, Bai Cu, Bai Chuoi and Bai Go, within the Dak Sa shear zone;

• Stage 4 (July 2000 to December 2000): detailed geological mapping, nine square kilometres soil survey north of Bai Go, rock geochemistry, petrology and diamond drilling of 17 holes at Bai Dat, Bai Cu, Bai Chuoi and Bai Go;

• Stage 5 (January 2001—December, 2001): continuation of drilling with 31 additional holes at the Bai Go, Bai Gio and Bo prospects, as well as geological mapping, rock and soil geochemistry, pitting, surface and underground channel sampling, petrology, and gridding at other prospects including K7, Hoa Son, Tra Lon, Suoi Cay, Vang Nhe, Khe Rin, Khe Do and Khe Cop;

• Stage 6 (January 2002 to December, 2002): scout drilling at the Khe Rin, North Khe Do, Khe Do, Bai Buom, Tra Long and K7 prospects (32 drillholes), as well as pitting at Nui Vang, geological mapping/sampling, soil geochemistry, ground magnetometer surveying at Khe Rin-Khe Do and Bai Buom, reconnaissance mapping elsewhere, including Vang Nhe, Tra Long, K7 and Hoa Son; commencement of mine scoping studies at Dak Sa; and

• Stage 7 (January 2003 to December 31, 2003): in-fill, step-out and geotechnical diamond drilling at Bai Dat, Bai Go, Bai Chuoi and Bai Cu (27 holes); preparation of mineral resource estimates for the Bai Dat and Bai Go deposits; continuation of the scoping studies. A diamond drilling program was completed at Bai Chuoi sector (between the Bai Dat and Bai Go deposits) and soil geochemical surveys were being conducted elsewhere on the property.

As at December 31, 2003, accumulated deferred exploration costs were $3,320,716 and mineral properties was $904,605 for the Phuoc Son Gold Property

2004 Work

In 2004, deep C-horizon soil geochem, ground magnetic and radiometric surveying were completed at the South Bai Cu, Round Hill, Ca Creek, Dak Sa, North Dak Sa, Bai Gio East, Bai Gio North, Hoa Son, K7 East and Tra Long prospects. A small orientation SP (self potential geophysics), program was completed at Nui Vang prospect. Geological mapping was conducted at Dak Sa, Quartz Creek, South Bai Cu, Round Hill, K7 and Ca Creek prospects. A BLEG and stream sediment sample program was completed over the northern section of the Phuoc Son Investment Licence not covered by previous surveys. Diamond drill programs were carried out at Bai Cu (4 holes), Bai Chuoi (one hole), Round Hill (5 holes), Nui Vang (3 holes), K7 (3 holes), Bai Gio North (6 holes), and Khe Rin (7 holes), prospects. Two metallurgic drill holes were completed at Dak Sa — South Deposit (one hole), and North Deposit (one hole). A geophysical consultant from Canada visited the property and filtered/processed all previous magnetic data to facilitate improved anomaly resolution. Based on what management considered to be favorable results, exploration continued into 2005. During the year ended December 31, 2004, $1,095,335 was incurred on mineral properties for the Phuoc Son Gold Property, excluding the impact of the Vend- In transaction described in Item 4.D.1.

2005 Work

In 2005, Self Potential (SP), geophysical programs were completed over the Dak Sa sector, Hoa Son, Bai Gio North, Bai Gio East and Bai Cu prospects. Trenching and sampling at Bai Gio North and Bai Gio East was completed. Geological mapping was completed at Bai Gio North, Bai Gio East, Hoa Son and Bai Chuoi. Exploration diamond drilling programs were conducted at Bai Go North (one hole), North Deposit (9 holes), South Deposit (16 holes) and Bai Chuoi (3 holes). An intensive re-logging program was carried out on North Deposit drill core during the year, combined with structural studies and new drill sections prepared and reviewed for Dak Sa.

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Resource estimates were completed to update the South Deposit ore body, incorporating the results of the in-fill drill program. The results of exploration were favorable in 2005, especially in the Dak Sa area, resulting in further exploration work in 2006. During the year ended December 31, 2005, other capital expenditures of $1,805,607 were incurred for the Phuoc Son Gold Property.

2006 Work

As of December 31, 2006, the Company had completed 63 drill holes totalling approximately 11,330 metres, mainly focusing on the: North (Bai Go) Deposit, South (Bai Dat) Deposit, and other exploration holes on assorted priority targets in the Dak Sa area. These ongoing exploration activities resulted in additional positive drill results at Phuoc Son. Over the course of 2006, the North Deposit was significantly enlarged and now extends in excess of 900 metres in a north-south orientation. The drilling also confirmed that the deposit remains open for further expansion. In April 2006 resource estimates were updated internally by qualified persons using the original resource estimates audited by an independent engineering firm, as a base document. The April 2006 update was on the North Deposit ore body, incorporating the results of drilling to March 31, 2006. An in-house technical report was completed with respect to the North and South Deposits. An engineering firm was selected to complete an independent review of this technical report that would result in an issuance of a Form 43-101 Compliant Independent Technical Report. During the year ended December 31, 2006, other capital expenditures of $2,458,242 were incurred for the Phuoc Son Gold Property.

2007 Work

On January 15, 2008, the Company released updated resource estimates and exploration results at Dak Sa (VN 320). The Measured and Indicated (“M & I”) resources, based on drilling up to October 2007, were stated to be 600,260 tonnes at an average grade of 10.95 g/t for 211,325 ounces of gold. The M & I total is comprised of Measured Resources of 157,450 tonnes, grading 13.06g/t and Indicated Resources of 442,810 tonnes, grading 10.2g/t. Additional resources of 425,610 ounces are contained within the Inferred category (1,955,400 tonnes at 6.77 g/t). Reference is made to the technical report “Preliminary Assessment of the Phuoc Son Project” dated December 2007 posted on www.sedar.com (under the Company’s filings) for further details.

For the year ended December 31, 2007, the drilling program at Phuoc Son completed 11,170 meters in 37 drill holes. During the year ended December 31, 2007, other capital expenditures of $5,064,000 were incurred for Phuoc Son Gold Company.

2008 Work During 2008, the Company completed 22 drill holes totalling approximately 8,558 meters.

Exploration work has defined the “productive” Dak Sa shear deposit over a strike length of approximately five kilometers, expanded the Dak Sa resource base, and has confirmed that the mineralization remains open.

During the fourth quarter of 2008 work was undertaken to re-evaluate the Reserves and Resources in the Phuoc Son property following drilling programs completed earlier in the year. The Proven and Provable Reserve Estimates [“P&P”], based on drilling up to 31 December 2008, stands at 930,390 tonnes at an average grade of 7.79 g/t for 233,150 ounces of gold. Measured and Indicated [“M & I”] resources, based on drilling up to December 2008, stands at 709,670 tonnes at an average grade of 10.76 g/t for 245,470 ounces of gold. The M & I total is comprised of Measured resources of 163,320 tonnes, grading 12.76g/t and Indicated resources of 546,350 tonnes, grading 10.16g/t. Additional resources of 401,640 ounces of gold are contained within the Inferred category (1,884,200 tonnes at 6.63 g/t). Refer to 4.D. above for details.

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During the year ended 31 December, 2008, other capital expenditures of $4,630,344 were incurred for the Phuoc Son Gold Company.

2009 Work

During 2009, no exploration drilling was completed at the Dak Sa deposit. Work continued to re-evaluate the Reserves and Resources in the Phouc Son property following drilling programs completed in 2008.

During the year ended 31 December, 2009, Phuoc Son Gold Company spent $323,170 on property, plant and equipment acquisitions and $2,416,768 on other capital expenditures.

The Company placed the Phuoc Son mine into commercial production effective October 1, 2009.

(d) Mineral Occurrences

Since 1998 Olympus has discovered and/or explored 23 important showings on the Phuoc Son Property. The most significant of these are the South and North Deposits in the Dak Sa area of the property. Following are descriptions of these two significant discoveries and a table summarizing the others based upon the Company’s own work.

South Deposit (Bai Dat)

The South Deposit is located in the southern portion of the property along the Dak Sa zone. Exploration to date has delineated one main mineralized quartz vein. The vein varies in thickness from one metre to over ten metres. The mineralized quartz vein contains pyrite, pyrrhotite, galena, sphalerite, and native gold. The total sulphides vary from less than 1% to more than 60%.

The South Deposit mineralization remains undefined on the down-dip to the NW (although rising terrain indicates increased depth to target in this direction) and with additional exploration, additional resources could be identified.

North Deposit (Bai Go)

The North Deposit is some 1000 metres north of the South Deposit on the Dak Sa zone. Overall, the North Deposit quartz vein system has widths of up to 32 metres. The Au-Ag-Pb-Zn mineralization is primarily fracture controlled in quartz. Drilling has delineated a central high-grade zone. The 2006 drilling at the North Deposit has Reported results nearly extending the strike length of the North Deposit to over 900 metres and confirming that the deposit mineralization remains undefined further to the north and south. Ongoing drilling in 2007 will focus on continuing to enlarge the deposit as well as bringing the currently outlined exploration extensions to mineral resource status.

Other Phuoc Son Property Showings

The Phuoc Son property hosts approximately 23 other occurrences and further exploration is required to evaluate the economic viability. Four of these occurrences are located in the Dak Sa area and have significant exploration potential that could result in development.

(f) Resource Estimates

Refer to 4(D) Global Resource table for detail of mineral resource and ore reserves for the Phuoc Son Property.

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4D.2 Bong Mieu Gold Property

The Company holds Mining and Investment Licences covering 30 square kilometres within the Bong Mieu gold property area. The Investment Licence covers three deposits: Bong Mieu Central (an open pit - Ho Gan), Bong Mieu East (a potentially open-pittable deposit) and Bong Mieu Underground (an underground deposit) that was operated by the French from 1896 to 1941. Olympus acquired this project in 1997.

Olympus has been involved with the property since September 1997. Olympus acquired its interest in the Bong Mieu Gold Property in September 1997 by acquiring 100% of Bong Mieu Holding, Ltd. from Ivanhoe Mines Ltd. The Company has a 100% interest in Bong Mieu Holdings Ltd., which holds an 80% ownership interest in Bong Mieu Gold Mining Company Limited (“Bogomin”), a joint venture enterprise incorporated in Vietnam, which has surface rights on the Bong Mieu property. The other 20% of Bogomin is owned by two Vietnamese governmental organizations, MIDECO (10%) and Minco (10%).

The Company constructed the Bong Mieu Central open pit mine and associated infrastructure in 2005 and 2006, with commercial gold production starting in the fourth quarter of 2006. Current ore throughput at Ho Gan pilot plant is about 500 tons per day. Electric power for the plant is provided by the national grid with back-up power generation provided by the Company-owned generators which have the capacity to run the full operation. The main equipment utilized at the Bong Mieu Central open pit mine includes the following: ball mills, generators, assay lab equipment, lab flotation cell, crusher / conveyor system and Gekko Gold processing plant. The general manpower requirement at Bong Mieu is approximately 367 workers on average. Processing plant and lab maintenance routinely occurs with the operations.

The Company manages the exploration programs on the property on behalf of the joint venture. The property covers four known deposits, namely Bong Mieu Central (Ho Gan), Bong Mieu East (Ho Ray), Bong Mieu East (Thac Trang) and Bong Mieu Underground (Nui Kem), and several other mineralized occurrences. One property, Bong Mieu Central (Ho Gan), has proven and probable reserves resulting in the related mine construction and gold production.

Starting in 2005 and continuing into 2006, mine construction at the Company’s Bong Mieu Central Gold Mine (Ho Gan) was completed. After the initial gold pour in March 2006, it was determined that the process needed to be reconfigured. The logistic supply chain for importing equipment into Vietnam is lengthy and deliveries take six to eight weeks after order placement. Consequently, new equipment installation and resulting system optimization took place during the course of second and third quarters of 2006.

Production at the Bong Mieu Central plant (VN220) has steadily improved since commercial production began in October 2006 as a result of improved throughput levels, grades, and recoveries. Ongoing improvements have been made to increase recovery and capacity including the installation of a control monitoring system in the first quarter of 2007; and in the first and second quarter of 2007, installation of a third detoxification tank and absorption tank to scavenge gold in solution from the leach tails. The plant has been producing, on average, approximately 1,000 ounces per month since July 2007.

Mill throughput fell three percent in the fourth quarter of 2007 compared to the third quarter of 2007 due to a ball mill motor failure, power outages, and high levels of rainfall in October 2007. Recoveries were also lower in the fourth quarter due to changes in the ore type being processed. As a result of lower throughput and recoveries in the fourth quarter 2007, gold production was 8.6 percent lower than the third quarter of 2007. A total of 9,198 ounces of gold were sold for proceeds of US$6,996,257 during 2007.

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The plant was designed as a gravity/sulphide flotation circuit and the main cause of the fluctuating recovery is a result of the degree of oxidization in the ore feeds. Oxidized ores do not float well and reduce recovery. To mitigate this problem, the mine has blended the ore to obtain a higher recovery. The Company also installed a Falcon concentrator to help improve recoveries. It is anticipated that, in the future, the tailings will be reworked.

The carrying value of the mineral property and rights and deferred development costs related to the Bong Mieu Property, is approximately $2.6 million and $11 million respectively, as at December 31, 2009, and the carrying value of the property, plant, equipment and infrastructure for the Bong Mieu property is approximately $6.6 million. Current ore throughput at the Bong Mieu Plant is approximately 450 tons per day. Electric power for the plant is provided by the national grid with back-up power generation provided by the Company-owned generators which have the capacity to run the full operation.

At Bong Mieu Underground (“BM Underground”), an underground deposit mined in the 1940s, is fully permitted to mine and is located within one kilometre of the BM Central plant.

Exploration work to date has resulted in a significant new discovery in the east area of the property, Bong Mieu East (VN240), as well as a number of new surface showings. There is potential for additional discoveries and resource expansion based on work completed to date.

(a) Property Description and Location

The Bong Mieu property is located in the Tam Lanh Commune of the Tam Ky District, in the southeast corner of Quang Nam Province in central Vietnam. It is some 20 kilometres south of the provincial capital of Tam Ky which lies about 60 kilometres south of the city of Da Nang along Highway 1 (see Figure 3).

The Bong Mieu Central (Ho Gan) gold deposit is located some 2 kilometres south of the Bong Mieu camp and offices on the southern side of the Bong Mieu River. Figure 4 shows the location of the Ho Gan, Bong Mieu East (Ho Ray) and Nui Kem deposits and the other principal occurrences on the property.

The property is covered by a 25-year Investment License covering 3,000 ha granted in March, 1991. Two Mining Licenses (one on Ho Gan, the other on Nui Kem), a tailings area and a construction area (on the camp/office area), covering a total of 365 ha are located within the Investment License area.

The investment license, No: 140/GP dated March 5, 1991, permits two parties namely: MIDECO, a Vietnamese Company, and Covictory Investment Limited (“CIL”), based in Australia, to establish a joint venture in Vietnam named Bong Mieu Gold Mining Co. Ltd. (“Bogomin”). The joint venture has a term of 25 years starting from the date of issuance of the investment license and after 25 years, an application can be made for extension. The joint venture was to have investment capital of $13,200,000 and legal capital of $1,000,000, with MIDECO contributing $200,000 cash or “in-kind” being 20% of legal capital and CIL contributing the equivalent of $800,000 in foreign currency, equipment and expenditures to Bogomin. Bogomin is exempt from import duties for all materials, equipment and spare parts imported by Bogomin and the product of Bogomin is licensed for export and sale in Vietnam. Bogomin must pay a 3% net smelter return royalty to the Vietnamese government, pay specified rent of US $200 per hectare per annum for land, remit corporate profit tax equal to 18% of profits for the first five years of profit (after five years the tax rate will be determined but will not exceed 25%); however, Bogomin is exempt from corporate profit tax for the first two profit-making years. The joint venture profits shall be shared as follows: 10% for MIDECO, 10% for MINCO and 80% for CIL. At the remittance of profits abroad, CIL must remit 5% of profits as profit remittance tax. In an amendment to investment license No 140/GP, dated November 29, 1993, the assignment of all share capital, obligations, and rights of CIL in Bogomin to Bong Mieu Holdings Limited

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(“BMHL”) was approved. The license was also amended increasing the invested capital to $15,000,000. In a further amendment to investment license No 140/GP, dated June 9, 2005, the profit remittance tax was cancelled and the total invested capital was increased to $25,000,000 and legal capital was increased to $3,000,000 of which MIDECO contributes $600,000 of the legal capital in currency or in kind and BMHL contributes $2,400,000 in currency, materials, equipment and expenditures. This remained unchanged at December 31, 2008.

On July 22, 1992, Bogomin obtained a mining license to allow the mining of gold at the Bong Mieu gold mine whereby the total mining area is 358 ha including open pit area of 230 ha, underground mine of 100 ha and tailings area of 28 ha. The mining license has a term of 25 years starting at the date of the issuance of the investment license. Each year a mining report must be submitted to the Ministry of Heavy Industry and the State Mineral Resources Management Department.

On October 9, 1993, a Land Use certificate was issued to Bong Mieu Gold Mining Co. Ltd. by the People’s Committee of Quang Nam-Da Nang Province for the Bong Mieu gold mine. The certificate covers a 365 ha area of which 300 ha is gold mining land, 32.3 ha is waste dumping land and 2.7 ha is for basic construction. The Land Use Certificate has a term of 25 years from September 1992 to September 2017.

On December 31, 2008, Bong Mieu Gold Mining Company obtained the renewed annual gold export certificate to allow for exportation of any dore that is produced by the Company that will be refined and sold offshore, which expired on December 31, 2009. A renewed annual gold certificate expiring 31 December 2010 was obtained on 31 December, 2009.The Bong Mieu exploration license was granted on December 15, 2008. The Company had previously been engaging in exploration activities under the investment license. Under Vietnamese law, an exploration license is required in order to get new or amended mining licenses. The Exploration license term is two years.

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Figure 3: Bong Mieu Gold Property

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Figure 4: Ho Gan Mining Map

(b) Accessibility, Climate, Local Resources, and Infrastructure

Access to the Bong Mieu Project area is by 90 kilometres of bitumen road from Da Nang, via Tam Ky to Tien Phuoc. The Bong Mieu Central (Ho Gan) Mine is accessed from Bong Mieu via previously constructed dirt tracks. Some of these are heavily eroded in places but can easily be reformed by bulldozer and faced with rock to provide all weather access.

The monsoon tropical climate has temperatures varying from a high of 42°C in summer to 16°C in winter, although it is reported that temperatures may fall below 16°C in the cold season. Rainfall records from the weather station at Bong Mieu show an average annual rainfall of 4,086 mm over the 2 year (August 1993 to July 1995) with a minimum annual rainfall of 2,935 mm and a maximum annual rainfall of 5,265 mm. Generally, 80% of the total annual precipitation occurs within the wet season (September to December) with the greatest precipitation occurring in October. January through August are generally drier months, with less than 180 mm of precipitation per month and January to April are typically extremely dry. Regionally, the relative humidity is high and reasonably consistent year round, ranging from an average of approximately 83% in April to 93% in November and December.

Most of the Property is relatively rugged with steep slopes and valleys. Maximum elevation is approximately 500 metres above sea level. The flattest portion of the Property is cultivated but the remainder has second and third — growth forest.

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The Property is near the commune of Tam Lanh which comprises 10-12 villages and a population of between 5,000 to 10,000. The commune provides a medical clinic and primary schools. The local economy is based on agriculture although some employment is found in local construction and a small amount of artisanal gold mining, both on the Property and outside.

Electrical power via the national grid is close to the Property and reaches the villages. Water is available on the Property from the local rivers.

(c) Geology

The Bong Mieu property is situated in central Vietnam, 20 kilometres south of one of the main branches of the Phuoc Son Suture, which is probably one of the most important structural controls of gold metallogeny in central Vietnam.

Bong Mieu Central (Ho Gan Deposit)

The Ho Gan deposit is flat lying, occurs on surface over an area of 1000 metres by 800 metres and extends in most places to a known vertical depth of up to 15 metres. The gold mineralization is hosted within altered, intrusive rocks, breccias and quartz veins.

Bong Mieu East (Ho Ray Deposit & Thac Trang)

Mineralization is hosted by quartz veined and sulphide bearing skarn, granite gneiss and schists that dip moderately to the northeast.

Nui Kem

The mineralization is dominantly hosted by quartz-sulphide veins and shear zones contained within a sequence of altered sedimentary schists that dip shallowly to the south.

For the above three deposits, typical gold mineralization contains sulphides consisting primarily of pyrite and locally pyrhotite up to to 10%.

(e) History of Exploration on Bong Mieu Gold Property

From 1997 until late 2001 Olympus (which managed the project for Bogomin) carried out no work on the Property. During this period a small staff was employed to maintain a presence at the field office, to keep the Property secure and discourage artisanal mining as much as possible.

In mid-2002, Olympus renewed work at Bong Mieu. The Property database was reviewed, mapping and sampling carried out and historic Mineral Resource estimates reassessed, all in part by a geologist who had worked on the Property previously. A start was made on preparing updated JORC-compliant Mineral Resource estimates and recommendations were made for additional work.

In 2003, regional and property— scale geological mapping and geochemical rock sampling was completed. By the end of 2003, several areas were identified as meriting follow-up work.

As at December 31, 2003, accumulated deferred exploration costs were CAD$517,079 and mineral properties was CAD$3,944,000 for the Bong Mieu Gold Property.

2004 Work

Bong Mieu Central (Ho Gan Deposit)

Infill and delineation diamond drilling programs comprising 228 holes were undertaken on the Ho Gan deposit. The holes were drilled vertically, on approximately 25 metre centers to depths ranging from 5.0 to 36 metres. The objective of the drill program was to expand and/or define the limits of the deposit to enable detailed engineering of the pit outlines and the preparation of production schedules.

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The program was successful in extending the limits of the known mineralization as well as establishing the continuity of mineralization between the previously defined resource outlines in all three areas.

Bong Mieu East (Ho Ray Deposit & Thac Trang)

At Thac Trang immediately southeast of the Ho Ray deposit, a 15-hole program was completed in July 2004. It encountered encouraging results which management believed warranted additional exploration in 2005.

During the year ended December 31, 2004, other capital expenditures of CAD$2,847,014 were incurred for the Bong Mieu Gold Property.

2005 Work

Bong Mieu Central (Ho Gan Deposit)

New resource estimates were completed in March of 2005 for the Ho Gan open pit deposit following completion of the 2004 drilling and receipt of all results. The updated Ho Gan mineral resource estimates (using a 1.0 g Au/t lower cutoff and a 10.0 g Au/t top cut) are shown in 4D.2 (f). The development of the mine commenced with the construction of the plant, tailings dams and related infrastructure.

Bong Mieu Central

Three shallow exploration and condemnation holes 54 metres were completed. Engineering, metallurgical and environmental studies were successfully completed.

Bong Mieu East — Ho Ray Deposit, Thac Trang and Rung De Prospects

A diamond drilling program during the early part of 2005 continued to evaluate the Thac Trang discovery.

Nui Kem

Five widely spaced exploration holes were completed at the Nui Kem deposit located approximately 1.5 kilometres from the Ho Gan deposit. The drill program successfully confirmed the down-dip continuation of the main Nui Kem structure over a strike length of approximately 1.7 kilometres and to a depth of 250 metres below the deepest underground development level. Gold assays ranging from 1.65 g/t to 2.68 g/t were returned. The drill program resulted in expanding the structure.

During the year ended December 31, 2005, CAD$5,577,384 was spent on capital assets and CAD$2,794,000 was spent on other capital expenditures for the Bong Mieu Gold Property.

2006 Work

Exploration, infill and metallurgical drill programs continued in the Bong Mieu East area. Through December 2006, Olympus completed 66 drill holes totalling approximately 3,020 metres. Metallurgical test-work on representative Bong Mieu East ore types was conducted.

Preliminary exploration programs, including drilling, were initiated to evaluate the economic potential of two new prospects, Ho Gan East and Bong Mieu West. At the Nui Kem mine, the exploration decline portal was completed and the first 70 metres of the tunnel were developed.

During the year ended December 31, 2006, other capital expenditures of CAD$3,147,855 were incurred for the Bong Mieu Gold Property.

2007 Work

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As at December 31, 2007 Olympus had completed 15 drill holes totalling approximately 1,615 metres on the property. The bulk of the drilling was focused on the Nui Kem/Saro Hill areas (VN230) which host vein structures parallel to the main Nui Kem vein system.

On October 9, 2007, the Company reported increases to the mineral resources at the Bong Mieu Gold Property as outlined in a Technical Report prepared by Terra Mining Consultants and Stevens & Associates (“TMC/SA”). The full text of the report is available on the Sedar website: (www.sedar.com). Refer to the updated mineral resources estimates table in Item 4.D.2(f).

During the year ended December 31, 2007, other capital expenditures of CAD$1,870,000 were incurred for the Bong Mieu Gold Property.

2008 Work

During the 2008 year the Company completed 35 drill holes totaling approximately 5,062 metres on the property. The bulk of the drilling was focused on the Ho Ray, Nui Kem West and Dak Sa deposits.

Follow-up mapping at Suoi Tre, following a deep soil sampling program undertaken in 2007, confirmed the presence of a steep SE-dipping mineralized structure.

A program of consolidating the ground-based and remote sensing data was completed by Encom in the second quarter of 2008 and follow up field work was commenced in the third and fourth quarter of 2008.

In the first quarter 2008 the first ore targets were intersected at the Bong Mieu Underground Deposit. The holing of the decline development at the lowest level of the old mine was completed in the second quarter, which lead to partial development and stoping in the third quarter of 2008.

The Bong Mieu Exploration Licence No 2125/GP-BTNMT was received and registered with the DGMV in the fourth quarter of 2008.

During the year ended December 31, 2008, other capital expenditures of CAD$4,183,755 were incurred for the Bong Mieu Gold Property.

2009 Work

Mining and processing of ore from the Bong Mieu Central pit (VN220) was cut back in 2009 to allow more of the high grade Phuoc Son ore to be processed in the plant. Quantities were increased in the first and third quarters while trucking of Phuoc Son ore was not possible.

Development activities for the 2009 year comprise 333m of level drives and 194m of raises.

The supplement to Ho Gan Environmental Impact Assessment to include Nui Kem underground was replaced with Nui Kem Environmental Impact Assessment Report submitted to Department of Natural Resources on December 10, 2009. Formal inspection occurred early in the first quarter of 2010. All Environmental Impact Assessment amendments and requirements, as advised by the Department of Natural Resources, have been complied with and notice of formal approval is now awaited.

The Bong Mieu Underground project (VN230) was placed into commercial production on April 1, 2009.

During the year ended December 31, 2009, Bong Mieu Gold mining Company spent $1,088,427 on property, plant and equipment acquisitions and $1,906,778 on other capital expenditures.

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(f) Main mineral occurrences

Olympus is exploring the Bong Mieu project area for primary gold deposits. The majority of gold deposits and prospects on the property lie within the core and on both limbs of the Bong Mieu anticline. Mineralization at all locations, except that at Ho Ray, occurs within shears that host quartz+sulphide veins, brecciated quartz+sulphide+schist and/or sulphide bearing schist. The Ho Ray mineralization occurs within calc-silicate lithologies and underlying quartzite, biotite schist and gneiss. The mineralization has an apparent stratabound distribution. The most significant mineral occurrences on the property are the Ho Gan, Ho Ray and Nui Kem. Resource and reserve estimates for these deposits are summarized as following:

Ho Gan (Bong Mieu Central)

Gold mineralization is located within several closely stacked shallow dipping shears that host quartz+sulphide veins, brecciated quartz+sulphide+schist, and/or sulphide bearing schist (occasionally oxidized and carrying limonite/goethite). Some shears have demonstrated lateral extent to some 2 kilometres. The most common sulphide is pyrite. Galena and arsenopyrite also occur.

Much of the deposit outcrops or occurs shallowly beneath the surface and varies in thickness, with a maximum thickness of 11.6 m.

Ho Ray and Thac Trang (Bong Mieu East)

The Ho Ray and Thac Trang gold (plus minor sulphide) mineralization occurs within calc-silicate rocks.

The gold is often associated tungsten mineralization which occurs as scheelite.

Nui Kem (Bong Mieu Underground)

Gold mineralization is hosted by quartz+sulphide veins that occupy shears in the underlying quartz+feldspar+biotite schist and gneiss. They have been exploited over a strike length of some 2 kilometres and down dip for at least 350 m. The common sulphide minerals are pyrite, galena, sphalerite and lesser pyrrhotite. The veins vary in thickness up to 2.2 m and average 1.0 m.

The Bong Mieu property hosts five other gold occurrences that warrant additional exploration to determine economic viability. These occurrences are located in the Bong Mieu area and have significant exploration potential that could result in development.

(g) Resource and Reserve Estimates

Refer to 4(D) Global Resource table for detail of mineral resource and ore reserves for the Bong Mieu Property.

4D.3 Capcapo Property, The Philippines

The property is located north of the prolific Baguio-Mankayan Gold District. The project area has all the similar epithermal—porphyry gold characteristics as the Baguio Gold District but has remained virtually unexplored. Olympus’ partner on the property is Abra Mining and Industrial Corporation (“AMIC”). AMIC has been operating and exploring within Northern Luzon for over 40 years and provides Olympus with a local partnership in the Philippines.

On November 23, 2006, a Memorandum of Agreement and Supplement to Memorandum of Agreement [“MOA”] was entered into by AMIC, the Company and Jabel Corporation that allows the Grantee (defined as “Olympus Pacific Minerals Inc. and a Philippine national”) to acquire an option to earn a 60 percent interest in AMIC’s Capcapo mining tenement (the “Property”) located in the Province of Abra in the Philippines upon completing a specified level of expenditures on

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the property. At June 30, 2010, the joint venture terms were not finalized due to ongoing negotiations with the partners.

The MOA is a binding agreement that is conditional on the Company’s completion of a due diligence program to validate historical drilling information. Under the MOA, the parties will form a joint venture corporation (“Newco”) that will develop, manage and conduct mining operations on the Property. Newco and Jabel will become co-holders of the titles to the Property. Although Jabel’s name will remain on the Capcapo Property titles, Jabel’s only economic interest in the Property will be a royalty. Aside from the royalty, all of the Capcapo Property’s proceeds shall flow through Newco.

Upon full exercise of the option, Newco will be 40% owned by Kadabra Mining Corp. (“Kadabra”), 20% owned by a Philippine national that the Company will identify (“Philco”), and 40% owned by AMIC. Collectively, the 40% ownership of Kadabra and the 20% ownership of Philco in Newco represent the 60% interest in the Property that is subject of the MOA. Under Philippine law, foreign-owned entities can only hold up to 40% of a Mineral Production Sharing Agreement (“MPSA”).

Under the MOA, once the due diligence procedures are completed with the drilling information being validated and a formal agreement is signed, a cash payment of U.S. $200,000 is required to be made by the Grantee to AMIC. Six months after the signing of the formal agreement, the Grantee is required to issue the Company’s common shares to AMIC with a total value of U.S. $350,000, based on the average of the trading price of the Company’s common shares for the five trading days preceding the date of the signing of the formal agreement. Once the Grantee has spent U.S. $3 million on exploration and development work on the property, the Grantee will issue to AMIC further common shares of Olympus with a total value of U.S. $450,000 based on the average of the trading price of the Company’s common shares for the five trading days preceding their date of issuance. To earn the 60% interest, a cumulative spending of U.S. $6 million by the Grantee on exploration and development must occur by the end of the 5^th year after the signing of the formal agreement. The Grantee earns a 20% interest after the first U.S. $1 million is spent, an additional 20% interest after an additional U.S. $2 million has been spent and an additional 20% interest after an additional U.S. $3 million has been spent. Once the 60% interest has been earned, a new joint venture company (“NEWCO-2”) would be formed of which the Grantee would hold a 60% interest. If the Grantee obtains less than the 60% interest, the Grantee would share in less than 60% of the results of the joint venture. One year after full commercial production is achieved on the property, a royalty would be paid to Jabel, the underlying title holder of the property, equal to either 3% of gross value of production or 6% of annual Profit of NEWCO-2, as defined in the agreement, whichever is higher. As at March 24, 2009, the joint venture terms are not finalized due to ongoing negotiations with the partners

Following the initiation of Community Consultation in accordance with Philippine laws in the fourth quarter of 2007 and the commencement in the first quarter of 2008 of a formal program of Free, Prior and Informed Consent, undertaken in conjunction with the National Commission on Indigenous Peoples (NCIP), all efforts in Capcapo area have concentrated on obtaining Community approval which is required before any further exploration can continue. At December 31, 2008, the formal report and community decision was still awaited from the NCIP.

(a) Property Description and Location

The Capcapo property is located in Abra Province approximately 85 kilometers north of the Baguio — Mankayan gold district which is estimated to have past production & current reserves/resources in excess of 60 million ounces gold.

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Figure 1 Regional Setting

Figure 2 Local Setting

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(b) Accessibility, Climate, Local Resources, and Infrastructure

The properties are accessible by road; some 36 km (Patok) and 45 km (Capcapo) southeast from Bangued, the provincial capital. Bangued is 409 road kilometres north of Manila. The Capcapo prospect is traversed by the main Abra-Kalinga road, however access is restricted to foot throughout most of the areas on both the Patok and Capcapo tenements. Old mine and drill access tracks are present, however these are generally heavily eroded. These could provide excellent vehicular access once they are rehabilitated.

The climate is tropical, with marked wet and dry seasons and seasonal exposure to typhoons.

The Capcapo project is in a rural setting, with only local village resources. Reticulated electricity is available and houses are available for rent.

(c) Geology and Main Mineral Occurrences

The geologic setting and observed mineralization within the Olympus — AMIC tenements exhibits similarities to the Baguio — Mankayan gold district along trend to the south. Included in the tenements is the Capcapo deposit, the Patok epithermal Au-Ag deposit and numerous other gold-copper showings which have received little or no exploration work to date. The district deposits include world class porphyry and epithermal gold — copper deposits such as Philex, Benguet, Enargite, Far Southeast (163MT at 0.81% Cu & 1.76 g/t Au) and the Victoria (~11Mt at 7.3 g/t Au).

(d) History of Exploration on Capcapo Gold Property

In the mid-1980’s, Gold Fields Asia Ltd based in Australia, completed trenching and 8 short holes in the Capcapo deposit area. Since drill core from this previous drilling was not available, Olympus, as part of it’s final due diligence, has re-drilled 3 of the previous holes (OYM holes 07-9 to 07-11). Surface trench results yielded an average grade of 4.54 g/t gold over 9,150 m2 area using a 0.5 g/t cut-off. Individual trench assays ranged up to 110 g/t gold. Olympus trench sampling has confirmed the previous assay values. OYM trench A assayed 6.8 g/t Au over 20 meters. Results from due diligence holes 07-9 to 07-11 have returned extensive gold — copper mineralization. Step-out drilling (holes 07-12 onwards) has extended the mineralized zone.

Total cumulative spending on this project as at December 31, 2008 was $865,779 which was capitalized to deferred exploration. At December 31, 2008 the full $865,779 of capitalized deferred exploration expenditure had been written off. Management considers this is a prudent measure given the political unrest in the Philippines and the economic uncertainty of world markets at present. No further work will be undertaken in the Capcapo area until the NCIP Report is received and negotiations over the Joint Venture Agreement are resolved. Discussions during the first half of 2010, however, suggest that an accord may shortly be reached.

(e) Resource and Reserve Estimates

There is no known commercially minable mineral deposit on the property.

4D.4 Bau Gold Project, East Malaysia

The Bau Gold Project comprises consolidated Mining and Exploration tenements that collectively cover more than 828 km² of the most highly-prospective ground within the historic Bau Goldfield, in Sarawak, East Malaysia. Operating since 1864, this goldfield has estimated historic gold production of more than 3 million oz. gold and recorded production of 1.5 million oz. of gold. Regional analogy with goldfields across the border in Kalimantan suggests significantly greater remaining potential.

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As a result of the amalgamation with Zedex, the Company has a 50.05% controlling interest in and is the operator of the Bau Gold Project. The Company is in a joint venture agreement with a local Malaysian company. Under terms of the JV Agreement, Zedex paid the JV partner US$750,000, with a further US$250,000 becoming payable upon the JV partner fulfilling certain contractual obligations. A further $1M will become payable to the JV partner after the first full year of profitable gold production from one deposit (Jugan), which has been the subject of two previous mining feasibility studies. Pursuant to the JV, Olympus may earn majority interest by funding exploration up to “Decision to Develop”. The Company is responsible for financing 100% of project development and all exploration, development and capital is treated as loan funds, which are recoverable from future production profits.

(a) Property Description and Location

The project area is centered on the township of Bau, about 22 miles West South West from the port city of Kuching. Kuching is the state capital (population +300,000) and has an international airport and two deep water ports. The project area is serviced by a network of sealed roads.

Figure 1: Bau Gold Property

(b) Accessibility, Climate, Local Resources, and Infrastructure

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The area is of tropical climate; with annual rainfall in the order of 4000 mm. The highest rainfall months are between December and January, but with significant rainfall events possible all year round.

The morphology of the Bau area is striking. Tropical karst limestone blocks rise up to 350 m above peripheral lowland plain of 100 m to 150 m elevation.

Much of the area is covered by milled modified tropical rain forests, with sporadic Kampong style residential developments.

The Bau Project features excellent infrastructure, comprising regular and reliable international air services to Kuching from Kuala Lumpur, Singapore and Indonesia. There are two ports with good dock and storage facilities and main sealed trunk roads from Kuching for delivery of supplies, heavy plant and equipment to the plant site. There is excellent labor and engineering support services. Accessibility is easy with the exploration base being less than 20 minutes drive to the extremities of the project area. Roads within the project area connect all of the important gold mines. The area is serviced with power and water.

(c) Geology

Analysis of historical technical data and reprocessing of geophysical datasets coupled with detailed field work to date has revealed the existence of various mineralization styles and setting, each with the individual potential to host a multi-million ounce gold resource. Four relatively un-explored, large-scale mineralization styles are present, as follows:

Intrusive porphyry-gold and adjacent skarn deposits: Historic drillhole information and diagnostic surface exposures are indicative of significant mineralization, largely overlooked by previous workers.

Sediment hosted gold deposits (Carlin Style): The depth and lateral extent of a number of known near-surface deposits have not previously been tested.

Tectonic breccia hosted gold deposits: As evidenced by the Tai Parit mine, which closed in 1996, these structurally-controlled deposits are of elevated grade (> 9g/t Au) and of relatively non-refractory metallurgical character.

Epithermal quartz-carbonate vein deposits: Key exposures of low-sulphidation epithermal mineralization systems that lie within previously unexplored parts of the Goldfield.

(d) History of Exploration on Bau Gold Property

Historically, Bau Goldfield is considered one of the more important goldfields in South East Asia. Operating since 1864, this goldfield has recorded 1.5M oz of gold production. The total historic goldfield production is estimated to be more than 3.0 M oz of gold. During the early gold rush era (1850’s to 1890’s), more than 50 mines were scattered over an area of approx. 250 km² were operated by Chinese miners; not only gold, but also antimony, mercury and native arsenic. The Borneo Company Ltd. introduced one of the world’s first commercial cyanide process in 1898 and successfully operated this until they ceased operations 1921, by which time they had produced 983,225 ounces of gold, including 438,000 oz from the Tai Parit Mine. From 1921 to the early 1980’s, many small mines were operated by local Chinese mining syndicates (“Kongsi”) until the early 1980’s when Bukit Young Goldmines SDN BHD (BYG) initially started re-treating tailings and later resumed open-pit mining, most notably at Taiton, BYG and Tai Parit Mines, producing close to a further 1.0 M oz of gold.

The Taiton and BYG mine sites currently remain part of the Bau JV, but the Tai Parit open-pit has since been flooded and returned to the local government as a scenic reserve. The remains of several process plants (including a CIP plant) remain on-site in various stages of dilapidation. An engineering evaluation is required to determine what may be salvageable for future use.

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Exploration to date has evaluated: (a) jasperoid mineralization in the Krian Sector, (b) epithermal veining, crackle breccia and skarn mineralization in the Juala West Sector, (c) quartz-calcite veining in the Taiton Sector, (d) carbonate replacement mineralization in the Say Seng Sector, (e) fault breccia mineralization in Bekajang Sector and porphyry-gold mineralization in the Sirenggok Sector. Gold resources in the Pejiru, Jugan and Sirenggok Sectors, BYG Tailings Sectors and adjacent structures have been block-modelled and estimated to NI43-101 status. Only minor work has to date been conducted on the regional tenements.

(f) Main Mineral Occurrences

The Bau resource comprises multiple deposits, all which remain open with potential for further expansion through continuing exploration. The deposits comprise several different mineralization styles and have to date been drilled only to shallow depth. Resource drilling to upgrade the bulk of the existing resource to measured and indicated categories and to test deeper and lateral extensions of mineralization will commence after completion of mine scoping studies. Recent exploration has also defined exciting new exploration targets; the drilling of which is scheduled to commence in the third quarter 2010.

(g) Resource and Reserve Estimates

The central goldfield area has been the principal focus of exploration since commencement of the JV in November, 2006. An independent consultant commissioned by Zedex Minerals Limited when they held this mineral interest has formally established a JORC status gold resource of 1.612 M oz. This resource is currently in the process of being converted to NI43-101 resource. This comprises three near-surface deposits (Jugan, Pejiru and Sirenggok), with a subordinate contribution from auriferous tailings at the historic BYG Gold Mine. Potential for substantial additional gold resource has also been estimated (by independent consultant) in deposit extensions and closely adjacent zones. Other (as yet unexplored) potential remains within peripheral zones. All of the resource estimated deposits lie within granted “mining” tenements (i.e. either Mining Licences or Mining Certificates).

There is no known commercially minable mineral deposit on the property.

4D.5 Tien Thuan Gold Project, Central Vietnam

The Binh Dinh Provincial Government has granted an Investment Certificate to the Olympus subsidiary: Binh Dinh New Zealand Gold Company (BNG). Pursuant to the Investment Certificate, Olympus may earn 75 percent equity in the Tien Thuan Project, by funding exploration through to completion of a bankable feasibility study (such funding to be repayable from future profits). Upon reaching a “decision to mine”, project development will be jointly funded on a pro-rata basis.

(a) Property Description and Location

The Tien Thuan Gold Project lies some 50 km West of the port city of Quy Nhon in Binh Dinh Province in Southern Vietnam. The project area broadly encompasses about 100 km² of hilly terrain containing numerous hard rock and alluvial gold occurrences, within and peripheral to a large, multiphase intrusive complex of predominantly felsic composition.

Prior exploration by the Vietnamese Geological Survey (DGMV) during 1990-93 recorded six sub-parallel, closely spaced quartz veins hosted by a granitic intrusive. DGMV assays revealed gold values ranging up to 157 g/t Au, with 35 percent of all samples reporting above 3.0 g/t Au.

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The company has since mapped and sampled three intrusive related vein-swarms, confirming the presence of multiple quartz veins of potentially economic grade and width.

Figure 1: Tien Thuan Gold Property

(b) Accessibility, Climate, Local Resources, and Infrastructure

The Tien Thuan Gold Project lies some 50 km West of the port city of Quy Nhon in Binh Dinh Province, Central Vietnam. The project is readily accessible from Quy Nhon City by sealed roads. The road distance from Quy Nhon city to Tien Thuan is about 80 km, via national road No 19 and provincial road 637 to Vinh Thanh District.

Binh Dinh Province is in the south of the central coast region of Vietnam, bounded by coordinates 13^o30’-14^o42’ N latitude and 108^o35’-109^o18’ E longitude. Quang Ngai Province lies to the North, Phu Yen to the south. The South China Sea lies to the east, and Gia Lai Province to the west. Binh Dinh provides the principal access routes to the western highland provinces.

The project area broadly encompasses about 100 km² on the eastern side of the Song Con River Valley. The area is characterized as low to moderately mountainous; transitional between a mountainous region in the west (maximum 975m ASL), reducing to the fertile agricultural plains in the east (minimum 275m). A proportion of the project area (500-700m ASL) is characterised as rugged terrain with locally steep slopes (>25⁰). At lower elevations, the slopes are generally of 10-15^o. Narrow alluvial plains and terraces extend along the Song Con Valley floor.

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The climate in the region is characterised as humid-tropical monsoon. Temperature varies from 20 to 35^oC and averages 26-28^oC. The average annual precipitation is 1700-1800 mm. 70-80% of this falls in the rainy season (from August to December), at which time high rainfall events sometimes cause lowland flooding. The dry season begins from January and lasts for eight months, sometimes resulting in droughts. The average humidity is 75%.

The population of Binh Dinh is approximately 1,337,000 people (1993 census). Ethnic Kinh comprise 98.1% of the population, with three ethnic minorities (Cham, Bana, and H-re) living mainly in mountainous districts. The average population density is about 232 people/km², but it is unequally distributed, with only about 20 people/km² living in mountainous areas. 82.5% of the population live in rural areas, whilst 17% live in urban areas.

Primary forests have been completely removed by prior milling. The high country comprises secondary natural re-growth of scrubby character. Lowland slopes mostly comprise plantations (cashews, peanuts, paper trees, eucalypts, etc), whilst the valley floors are mostly occupied cultivated crops (rice, water melons, etc).

Binh Dinh Province has an area of 6,047 km2, with 134km of coastline. Quy Nhon City is the administration, economic and cultural centre. Regular freight and passenger services are provided by land, sea and air. The city is serviced by excellent deep water port facilities and by Phu Cat airport, which features regular air services on (American built) concrete runways, capable of accepting large aircraft.

National Highway No1, and the National (Thong Nhat) railway line both run N-S through Binh Dinh; providing access to Saigon to the South and Danang to the North. To the West, Binh Dinh is connected to the Highland Provinces of Gia Lai and Tay Nguyen by National road No19.

(c) Geology

Central to the project area, a sparsely outcropping mineralized granitoid intrusive (quartz monzonite porphyry) of probable Early Tertiary age has been partially delineated beneath shallow alluvium in a pronounced circular depression of some 4 km diameter. Rhyolites and felsites appear to dominate much of the peripheral terrain. Gold mineralization is intimately associated with quartz veins, which are locally associated with rhyolite dykes. Individual quartz veins locally exceed 20m width and 2km of strike. A major N-S trending structural corridor (featuring multiple quartz vein, stock-work and breccia bodies, associated with intensive zones of silicification and hydrothermal alteration) has been mapped more or less continuously along 12 km of strike (roughly tangential to the circular depression).

To the South east and East of the central granitoid outcrops, the country rocks mostly comprise fractured rhyolites and felsites, which appear to be re-crystallized and cut by numerous irregular quartz stringers. Although gross geological relationships have yet to be interpreted, it is presently conjectured that these exposures may represent a younger granitoid intrusive body (of perhaps batholithic extent) partially exposed beneath older rhyolites forming the batholith roof.

(d) History of Exploration on Tien Thuan Gold Property

Artisan gold mining has historically been widespread throughout the Tien Thuan area. Since the early 1990’s however, artisan mining has been strongly curtailed by the provincial authorities, mainly for social reasons and to prevent environmental degradation.

The first systematic exploration of the Tien Thuan area was conducted by the Vietnamese Geological Survey (DGMV) during 1990—93. This work included geological mapping, costeaning and pit sampling of quartz veins within artisan mining areas. Four separate gold resource areas were delineated. One of these (at Nui Bac Ma) was focused on six sub parallel, steeply dipping quartz veins, hosted within granitoid intrusives. DGMV assays revealed values ranging up to 157 g/t gold, with 35% of all samples reporting above 3.0 g/t gold.

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Following Provincial Government approval of the work programme, BNG commenced exploration in December 2007 with 1:5,000 scale geological mapping and 100m x 50m grid rock and soil geochemical surveys of the tenement area. During 2Q 2008, the sample spacing was reduced to 100m x 25m, in order to provide greater geochemical resolution within the main areas of interest. All assays were performed by TELARC registered laboratories.

In 3Q 2008, detailed (1:1,000 scale) geological mapping of individual veins and ore shoots commenced, preparatory to the specification of initial drill targets. Drilling is scheduled to commence late in the 3^rd Quarter of 2008.

The above detailed field work has revealed extensive outcropping geological features that are broadly consistent with those of economically productive goldfields (a particularly close analogy has been drawn with Charters Towers Goldfield, Australia).

Based on results to date, the potential for upgrading the DGMV gold resource to JORC status and for expansion of this by drilling beneath the shallow artisan workings is considered excellent.

Reconnaissance mapping around the Tien Thuan periphery has also highlighted additional base-metal potential, particularly molybdenum (rock chip sampling has returned results of up to 1,431 ppm Mo).

As of June 2010, drilling was in progress on the Nui Bac Ma sector of the property, where approximately 11 strike-kilometres of auriferous quartz veins have been delineated. This is an initial programme of wide-spaced drilling, primarily designed to test the depth continuity of near-surface gold grades. Subject to positive results, close-spaced pattern drilling will be conducted to delineate an NI43-101 resource.

(e) Main Mineral Occurrences

Gold resources have previously been delineated (to pre-JORC status) within four Sectors of the Tien Thuan project area, whilst NBG exploration has since identified additional mineralization areas, as follows:

Nui Bac Ma

Nui Bac Ma, which is the principal focus of the current exploration effort, features a prominent hill with more than 350m of topographic relief. A large quartz vein-swarm transects the hill and is associated with coincident gold, silver, lead, zinc, arsenic and cadmium anomalies in both rocks and soil. The lead, zinc, arsenic and cadmium values show appreciable vertical zonation, whilst the gold values appear to remain consistent, irrespective of elevation.

Thanh Hoa

The Thanh Hoa vein swarm is parallel to the Bac Ma swarm and lies about 1 km to the east. At least one of this vein swarm appears to be mineralized over a strike length or more than 2km, with appreciable mineralization occurring within the hanging wall. Anecdotal artisan miner narratives suggest that the gold grade in this vein increases with depth.

Vinh Binh

The Vinh Binh vein swarm comprises one section of the prominent structural corridor that trends N-S from the Tien Thuan circular depression. The Vinh Binh veins are probably semi continuous (beneath alluvium of west flowing streams) with collinear vein sets within the northernmost (Hon Lap) sector of the N-S trending structural corridor.

Suoi Ha

The DGMV has estimated a (P1) resource at Suoi Ha (2 km to the east of Vinh Binh), but BNG has not yet conducted any detailed follow-up work at this location.

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Hon Lap

Hon Lap is collinear with Vinh Binh and is at the northern end of the structural corridor that trends N-S from the Tien Thuan circular depression. A Vietnamese company is currently operating a small-scale underground mine, which produces lead, zinc and pyrite-gold concentrates, primarily by floatation, using equipment of Chinese origin. Although reconnaissance by BNG has revealed float values of up to 20 g/t Au shedding from one of the main quartz veins, no substantive follow-up work has yet been undertaken.

Other Areas

Reconnaissance of other gold and base metal targets peripheral to the above areas has also continued to record positive indicators. These include a 1100m x 300m, open-ended (>20ppm) Molybdenum-in-soil anomaly coincident with the Tien Long dacitic intrusive and a large tungsten-molybdenum intrusive granite porphyry (peak value 1,400 ppm Mo) within an adjacent valley to the north.

(f) Resource and Reserve Estimates

The only mineral resources estimated to date within the Tien Thuan Gold Project area are those (measured in tonnes of gold) that were completed by the Geological Survey of Vietnam during the early 1990’s. Although these were estimated and classified by methods approved by Vietnamese authorities, they pre-date current standards..

There is no known commercially minable mineral deposit on the property.

4D.6 GR Enmore Gold Project, New South Wales, Australia

The Enmore Gold Project covers approximately 325km² within the Enmore-Melrose Goldfield of northeastern New South Wales, Australia. The Company holds a 100 percent interest in two exploration licences covering 290km² and is earning an 80 percent interest in two exploration licences covering 35 km². The geological setting is broadly analogous to that at the nearby Hillgrove copper gold mine.

Exploration results to date have confirmed the potential for lode and/or quartz stock-work style gold deposits at a number of individual prospects, including: Bora, Sunnyside, Lone Hand, Stony Hill, Sheba and Tabben. Potentially minable grades and widths have to date been drill-intersected at Sunnyside and Bora prospects. Further work is planned before a review report is presented to the Company’s directors.

(a) Property Description and Location

The Enmore Gold Project covers approximately 325km² within the Enmore-Melrose Goldfield of northeastern New South Wales, Australia

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Figure 1: GR Enmore Gold Property

(b) Accessibility, Climate, Local Resources, and Infrastructure

The Enmore Project lies approximately 30 km south of the regional centre of Armidale in northern New South Wales, Australia. Armidale is serviced by sealed highways and by daily air services. Vehicle access to the property is by sealed rural roads. Access within the tenements is by farm tracks.

The climate is temperate, with marked seasonal variation. Winter temperatures can fall below freezing on the Enmore Plateau.

The Enmore Project is in a rural setting. Reticulated electricity is available at roadside and accommodation and field supplies are available from the nearby township of Armidale.

(c) Geology and Main Mineral Occurrences

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At Sunnyside diamond drilling demonstrated vertical continuity down to 118m and subsequent trenching through a strike length of 400m and width of up to 50m confirmed variable frequency stockwork mineralisation. However sampling grades away from the Sunnyside fault decrease significantly suggesting the bulk of the material is likely to be in the range of 1.5-2.5g/t Au oxide. Oxide mineralisation extents to a depth exceeding 50m towards the Sunnyside fault. There is limited information beyond the fault, but at least one footwall structure has been identified.

Drilling at Bora has confirmed a NE striking steeply plunging to the NW lode style vein system developed within an extensive mylonite zone comprising milled adamellite locally intensively altered to a quartz — sericite assemblage. Drilling to date has confirmed grade potential to 180m, but with the plunge component additional step out drilling is required. Given the occurrences of eluvial gold along the Bora fault its highly probable that further dilation zones hosting auriferous lodes exist between Bora and Red Hill (across a topographic divide).

(d) History of Exploration on Enmore Gold Project Property

Drilling and subsequent trenching over the Bora, Sunnyside and Sheba prospects has confirmed the potential for limited scale economic mineralisation in the order of 150-250,000oz. Of the three prospects Bora and Sunnyside appear to have the most upside potential, other prospects including Red Hill, Golden Gully and Stony Hill have generated some interesting results but there appears to be limited structural focus which is critical for shoot style lode development in this area. Very extensive trenching right through the Sunnyside stockwork zone was conducted to confirm the full strike and width of this mineralisation, the results confirmed additional drilling is required to close off the full strike extent of the mineralisation, however, this is unlikely add any significant additional ounces to the resource.

(e) Resource and Reserve Estimates

There is no known commercially minable mineral deposit on the property.

ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following is a discussion of the results of operations of the Company for the fiscal years ended December 31, 2009, 2008, 2007, and 2006, and should be read in conjunction with the audited financial statements of the Company for such periods, together with the accompanying notes, included elsewhere in this Annual Report on Form 20-F. Unless indicated otherwise, all references herein are to U.S. dollars.

The financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Reference is made to Note 17 of the financial statement for the years ended December 31, 2009, 2008, and 2007 for a discussion of the material differences between Canadian and United States generally accepted accounting principles, and their effect on the Company’s annual audited financial statements, respectively. In addition to historical information, the following discussion contains forward-looking statements that involve risk and uncertainties. The Company’s actual results could differ significantly from those anticipated in

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these forward-looking statements as a result of certain factors, including those discussed in “Risk Factors” and elsewhere in this Annual Report on Form 20-F.

Overview

Olympus is an international mineral exploration and development company engaged in the business of acquiring and developing mineral properties in Southeast Asia. The Company’s long-term strategy is to position itself as a significant gold producer in Southeast Asia. The Company currently owns interests in two gold producing properties in Vietnam, which are referred to as the Phuoc Son gold property and the Bong Mieu gold property.

The Ho Gan plant at the Bong Mieu gold property has been commissioned and commercial production started in the fourth quarter of 2006. The Company poured its first 3.6 kg doré bar on February 15, 2006. On October 9, 2007, the Company reported increases to the mineral resource estimates at the Bong Mieu Gold Property as outlined in a Technical Report prepared by TMC/SA. The full text of the report is available on Sedar website. (www.sedar.com).

At the Company’s Phuoc Son gold property, on January 25, 2006, the Company secured a mining license in respect of the Bai Dat and Bai Go deposits (collectively the “Dak Sa Underground”). Additional metallurgical testing is underway to optimize the recoveries and to enable the final selection of the process equipment. The Company has received approval of its Environmental Impact Assessment Study. The Company expects to place the Dak Sa Underground into production, subject to obtaining the necessary financing. The Dak Sa mine construction is estimated to cost approximately $52 million with Management planning that the the funding for this project will be financed by a combination of debt and equity. However, there can be no assurance the Company will be able to raise the necessary financing. The continued drilling at the North Deposit now extends in excess of 900 metres in a north-south orientation. The drilling has also confirmed that the deposit remains open for further expansion. In January 2008, PSGC obtained a new exploration license with a term of two years which will allow exploration activities in the specified areas.

5A. Operating Results

Bong Mieu Gold Property

In 2006, Olympus completed the construction of its gold processing plant at Bong Mieu Central where the first 3.65 kilogram gold dore bar was poured on February 15, 2006. The plant was built on budget at $4.5 million but the start-up was slightly delayed due to the typical annual heavy rain falls (“monsoon”) from May to October. The plant is currently operating with a throughput of approximately 500 tonnes per day (“tpd”). Based upon an evaluation of the operating results of the Bong Mieu Central (Ho Gan) plant since the commencement of commercial production, management determined during the fourth quarter of 2006 that the carrying amount of the long-lived assets related to the Bong Mieu Central (Ho Gan) mine was not fully recoverable. Consequently, an impairment charge of CAD$4,280,000 was taken on the Bong Mieu Central (Ho Gan) deferred exploration and development cost in the fourth quarter of 2006.

Process Plant Results from the Bong Mieu Plant (including Phuoc Son ore):

	Q1-2009			Q2-2009			Q3-2009			Q4-2009			YTD 2009
Tonnes of ore milled*		37,576			32,288			37,231			33,164			140,259
Grade (g/t Au)		4.07			10.64			5.50			13.04			7.94
Mill recoveries (percent)		55	%		69	%		62	%		72	%		68	%
Gold production (ounces)		2,692			7,588			4,053			9,984			24,317

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	Q1-2009		Q2-2009		Q3-2009		Q4-2009		YTD 2009
Gold sales (ounces)		2,947		6,944		4,201		10,106		24,198
Sales (US$)**	$	2,666,638	$	6,396,532	$	4,042,701	$	11,222,989	$	24,328,860
Cost of Sales (US$)***	$	2,304,961	$	3,449,697	$	2,479,674	$	5,762,303	$	13,996,635
Amortization (US$)	$	591,306	$	804,819	$	655,193	$	2,585,507	$	4,636,825
Royalties — Zedex & Govt (US$)	$	111,997	$	386,463	$	200,735	$	648,020	$	1,347,215

*	The Bong Mieu Production Plant processes ore from Bong Mieu Central (VN220), Bong Mieu Underground (VN230), Tailings (VN220) and Phuoc Son Projects (VN320).
**	Total Gold Sales includes $7,216,077 YTD of gold sales from the Phuoc Son ore (VN320) and $712,043 Q1 gold sales from Nui Kem ore (VN230) which, as they were not in commercial production, have been offset against deferred exploration and development expenditure.
***	Total cost of sales includes $4,315,244 YTD of gold cost of sales and royalty expenses associated with the Phuoc Son ore and $807,680 expenses associated with Nui Kem sales which as they were not in commercial production have been recognized as deferred exploration and development expenditure.

The table below shows combined production from the Bong Mieu Gold Property mines:

	Q1-2009			Q2-2009			Q3-2009			Q4-2009			YTD 2009			YTD 2008
Tonnes of ore milled		35,081			19,257			34,135			14,323			102,796			159,624
Grade (g/t Au)		2.94			4.85			4.54			5.78			4.07			2.82
Mill recoveries (percent)		53	%		67	%		60	%		67	%		63	%		61	%
Gold production (ounces)*		1,745			2,013			2,977			1,787			8,522			8,871
Gold sales (ounces)*		1,865			1,994			2,521			2,186			8,566			9,110
Sales*	$	1,719,145		$	1,756,460		$	2,414,190		$	2,383,490		$	8,273,285		$	8,160,530
Cost of sales*	$	1,508,352		$	1,058,063		$	1,782,153		$	1,059,066		$	5,407,634		$	6,917,161
Amortization*	$	591,306		$	804,819		$	655,193		$	880,137		$	2,931,455		$	2,814,227
Amortization oncharged to Phuoc Son		—			—			—			($1,957,838	)		($1,957,838	)		—
Royalties*	$	78,604		$	81,804		$	109,306		$	92,894		$	362,608		$	374,196

*	Q1 sales and associated costs of sales shown above including amortization and royalties for the Bong Mieu Underground project have been capitalized as the project did not commence commercial production until April 1, 2009.
(a)	A total of 24,198 ounces of gold were sold for proceeds of $24,328,860 during 2009 of which 8,489 ounces with net proceeds of $2,675,515 were netted against deferred development costs for projects while they were not in commercial production.

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Production at the Bong Mieu Central plant (VN220) has steadily improved since commercial production began in October 2006 as a result of improved throughput levels, grades, and recoveries. To increase gold recoveries, a re-grind circuit was received in December 2006 and was installed in the second quarter of 2007. Ongoing improvements have been made to increase recovery and capacity including the installation of a control monitoring system in the first quarter of 2007; and in the first and second quarter of 2007, installation occurred of a third detoxification tank and absorption tank to scavenge gold in solution from the leach tails. By the end of 2009, the plant was producing, on average, approximately 3,300 ounces of gold per month. The plant was designed as a gravity/sulphide flotation circuit and the main cause of the fluctuating recovery is a result of the degree of oxidization in the ore feeds. Oxidized ores do not float well and reduce recovery. To mitigate this problem, the mine has blended the ore to obtain a higher recovery. The Company also installed a Falcon concentrator to help improve recoveries. It is anticipated that, in the future, the tails will be reworked.

During 2009 a total of 24,198 ounces of gold were sold at an average price of $1,005 per ounce for proceeds of $24,328,860.

On November 1, 2005, Bong Mieu Gold Mining Company entered into a refining and sales contract with Argor-Heraeus SA (“Argor”) whereby Bong Mieu delivers doré bars which contain gold and silver to Argor’s delivery point at which point the risks of ownership pass to Argor. Argor purchases the gold and silver from Bong Mieu at an amount equal to the value of the gold and silver shipment less any refining and transport charges. The value of the gold and silver is determined by a number of factors such as the market price of gold and silver and assuming a specified return rate on gold and silver equal to 99.95% and 98%, respectively. The price of gold used in the calculation is equal to the London Bullion market AM-fixing in US dollars per troy ounce and the price of silver used is equal to the silver-fixing of the London Bullion market in US dollars per troy ounce. The original contract was valid from November 1, 2005 until October 31, 2007, with an option to extend the contract if agreed upon by both parties. An addendums to the original contract have been signed to extend the original contract to December 31, 2010. Currently, the Company has one customer, Argor. If Argor was unable to purchase our gold, management believes another customer could be procured on a timely basis and any inventoried dore bars could be sold at the then market value.

Phuoc Son Gold Property

On January 25, 2006, the Company received approval of its Mining Licence and on January 10, 2008, the Company received the exploration license that replaced the expired license for the Dak Sa Underground deposits located on the Phuoc Son property. The Dak Sa Underground is fully permitted. On March 26, 2008 the Company received a positive independent “Technical Report on Feasibility Studies for the Phuoc Son Gold Project in Quang Nam Province, Vietnam” (the “Technical Report) authored by independent mining and geological consultants. The full text of the report is available on Sedar website. (www.sedar.com)., Terra Mining Consultants/Services & Associates. The next step in this process is to evaluate and determine the best source of funding for the development stage of the Dak Sa (VN320) project.

In the meantime, the Company made the decision to self-fund the Dak Sa development. This involves the treatment of high-grade Dak Sa ore at the Bong Mieu gold processing plant on a toll treatment basis. Operations moved towards the primary development of the upper levels of Bai Dat for stoping. Approvals were sought from local authorities for trucking ore from Phuoc Son to Bong Mieu at a rate of 100 tonnes per day. This received provincial approval along with an inter-company agreement on pricing for toll treatment. Development of the Dak Sa Underground continued and the project was placed into commercial production from October 1, 2009.

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The capital costs for the Phuoc Son development and mine construction are estimated to be approximately $52 million. The project cost increase is related mainly to mine and plant site design and access changes as well as the impact of rising labor and raw material costs occurring industry-wide. The Dak Sa Underground Project (VN320) is currently comprised of the South (Bai Dat) and North (Bai Go) deposits which lie about one kilometer apart. The northern area of the future mine will be accessed from the southern area by underground development.

Current Trends, Uncertainties, or Events that could Impact Company Results:

1.	Gold price volatility could impact profitability at the current operating mine and economic viability at development and exploration projects;
2.	The ability of the Company to continue its activities is dependent upon obtaining the necessary funding and/ or generating funds to continue its exploration and development programs and/or the realization of proceeds from the sale of one or more of its properties and/or assets. Management has determined that in the current economic circumstances, and because of the uncertainty of raising funds in the capital markets, self funding of the development of the Phuoc Son mine is the preferred option. Accordingly, the Company has commenced toll treatment of the Phuoc Son ore at the Bong Mieu plant to enable self funding;
3.	As a result of the Company’s decision to fund its Phuoc Sun operations internally, and in order to conserve cash, the Company’s current policy is to ensure the Company operations are cash positive before it expands its exploration programs. The key focus of the Company in 2009 and 2010 is to increase production output to ensure the Company operations are cash flow positive and to develop a production plant at Phuoc Son to enable processing of ore at that site rather than trucking it to Bong Mieu;
4.	Refer to Item 3D for a complete list of risks the Company faces.

Management’s Discussion and Analysis for the years ended December 31, 2009 and 2008

Results of Operation

The Bong Mieu (VN220) Centrak mine went into commercial production effective October 1, 2006. The Bong Mieu Underground (VN230) mine went into commercial production effective April 1, 2009. The Phuoc Son mine (VN320) went into commercial production effective October 1, 2009. During the year ended December 31, 2009, a total of 24,198 ounces of gold were sold for proceeds of $24,328,860 during 2009 of which 8,489 ounces with proceeds of $7,928,120 were netted against deferred development costs for projects while they were not in commercial production Comments on selected items from our Consolidated Statements of Operations are noted in the table:

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	2009			2008			%
	($)			($)			Change	Comments on variances
Sales		16,400,740			7,275,324		125	The Bong Mieu central plant sold 15,709 oz of gold during the 2009 year(at an average realized price of US$1,044 per ounce) compared to 8,489 oz of gold in the same period last year (at an average realized price of US$883 per ounce). An additional 8,489 oz of gold sales worth $7,928,120 in 2009 were capitalised for projects prior to their commercial production start date.
Cost of sales		9,448,441			5,820,382		62	Costs of sales increased due to increased sales in 2009. The cost per ounce of gold produced were lower due to increased throughput and efficiency gains achieved by modifications to the Plant and Equipment during the year.
Amortization		4,392,945			2,468,047		78	Increased as a result of two mines coming into commercial production during 2009 which resulted in the commencement of amortisation of those Capital Assets.
Management fees and salaries		2,944,646			2,901,152		2	decreases as a result of reduced corporate office staffing in 2009 compared with 2008 and offset by inflation.
Professional fees		2,429,012			968,020		151	Increased as a result of the engagement of additional external professionals in relation to the amalgamation with Zedex Minerals Ltd
Travel		581,024			604,493		-4	No significant movement in this item during the 2009 year.
Investor relations and promotion		232,090			440,884		-47	Lower for the 2009 year due to change in marketing plans in 2008 flowing through to 2009 which had an overall reduction in costs.
Stock-based compensation		3,569,314			997,336		258	Increased as at the time the stock options were awarded the company share price was significantly lower than when they were considered granted for accounting purposes later in the year and the valuation of those options changed significantly.
Interest expense (income)		(11,795	)		(551,023	)	-98	Interest income decreased in 2009 due to the decreased cash balances held and reduced rates on available balances.

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	2009			2008			%
	($)			($)			Change	Comments on variances
Foreign exchange loss (gain)		(196,962	)		(330,916	)	-40	Exchange gain reduced mainly as a result of no longer having to translate US dollars to CAD as the functional currency has changed to US Dollars and the majority of the Company Cash and Investments are held in US dollars.

Management’s Discussion and Analysis for the year ended December 31, 2008 and 2007

Results of Operation

The Bong Mieu (VN220) plant went into commercial production effective October 1, 2006. Since September 30, 2006, the Bong Mieu Central (VN220) mine no longer defers costs net of revenues as the mine is in commercial production. During the year ended December 31, 2008, a total of 10,910 ounces of gold were sold for proceeds of $9,580,803 during 2008 of which 2,826 ounces with proceeds of $2,305,373 were netted against deferred development costs for projects that were not in commercial production

Comments on selected items from our consolidated statements of operations are noted in the table:

	2008		2007		%
	$		$		Change	Comments on variances
Sales		7,275,324		6,509,318	12	The Bong Mieu central plant sold 8,084 oz of gold during the 2008 year(at an average realized price of US$883 per ounce) compared to 9,198 oz of gold in the same period last year (at an average realized price of US$708 per ounce).
Cost of sales		5,820,382		5,138,779	13	Costs per ounce of gold produced were higher in the last two quarters of 2008 mainly due to lower recovery rates as a result of high base metal content and processing of development ore. The 2007 costs per ounce were also considered high due to lower recovery rates and lower mill tonnage.
Amortization		2,468,047		1,791,446	38	Increased as a result of increased investment in Capital Assets.
Management fees and salaries		2,901,152		2,577,924	13	Increased as a result of new expenses for deferred share units issued under a new deferred share unit plan for non-executive directors and higher independently assessed salaries.
Professional and Consulting fees		968,020		1,093,681	-11	Decreased as a result of lower regulatory activity and fees in 2008 when compared to 2007 which had more audit and SOX review fees, US registration costs and fees related to the 2007 proposed Zedex merger that was withdrawn.

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	2008			2007			%
	$			$			Change	Comments on variances
Travel		604,493			534,579		13	Increase in number of flights taken by senior management to Vietnam and Toronto.
Investor relations and promotion		440,884			565,644		-22	Lower for the 2008 year due to change in marketing plans in the second half of the year to reduce costs.
Stock-based compensation		997,336			2,114,536		-53	Increased earlier in 2008 due to the retention of a compensation consultant (see salaries above) however over the year less stock-based compensation has been awarded
Interest expense (income)		(551,023	)		(525,090	)	5	Interest income increased in 2008 due to increased cash balance held in the early part of 2008.
Foreign exchange loss (gain)		(330,916	)		527,438		163	Exchange gain mainly as a result of the foreign exchange rate fluctuations impacting the value of investments denominated in US dollars.

Twelve Months Ended December 31, 2007 Compared to Twelve Months Ended December 31, 2006

The Bong Mieu (VN220) plant went into commercial production effective October 1, 2006, with revenues of CAD$1,644,040 (2,316 oz) in fourth quarter 2006. A total of 9,198 ounces of gold were sold for proceeds of CAD$6,996,257 during 2007. During 2006 4,651 oz of gold were sold for proceeds of CAD$2,917,582 of which 2,335 oz with proceeds of CAD$1,469,309 were netted against deferred development costs.

The 2006 results also reflects a deferred exploration cost write off of CAD$438,931 related to properties no longer being pursued by the Company and a CAD$4,280,000 impairment charge against deferred development costs related to the Bong Mieu Central (Ho Gan) mine. During the fourth quarter 2007, management determined that the Bong Mieu Central mine was not going to reach the original estimated future throughput levels, resulting in the estimated undiscounted future cash flows being less than the carrying value of the Bong Mieu Central (Ho Gan) related assets. Consequently, the Company measured and recorded an impairment charge of CAD$4,280,000. Foreign exchange losses of CAD$566,894 were experienced in 2007 in comparison to foreign exchange gains of CAD$8,865 in 2006 as a result of the instability in exchange rates that occurred between Canada and United States in 2007. Interest income increased from CAD$272,156 in 2006 to CAD$694,985 in 2007, as the average invested cash balance was significantly higher than 2006 as a result of a private placement in March 2007 and a public offering that closed in August 2007. Interest expense increased from CAD$23,203 in 2005 to CAD$127,262 in 2006, as a result of the Macquarie financing arrangement.

Government Economic, Fiscal, Monetary or Political Policies or Factors

In order to explore, invest, mine, export or import equipment in Vietnam, the Company goes through a licensing process to obtain the specific licenses. This can be a lengthy process and, as a result, the Company must include the licensing process into the project plan when determining the time frame of a project. However, obtaining licenses can take longer than anticipated and could result in additional costs to the Company if delays occur that impact our projects or existing operations.

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On January 11, 2007, Vietnam became a full member of the World Trade Organization (“WTO”). After becoming a full member of the WTO, various commitments Vietnam has made for joining the WTO will become effective. These commitments impact a number of areas such as tariffs and duties on goods, foreign service providers’ access to Vietnam, foreign ownership, reforms on Vietnam’s legal and institutional set up for trade, foreign exchange, commercial business, trading rights, policy making, duties, restrictions, pricing and export restrictions. The overall changes will further expand Vietnam’s access to the global economy and facilitate doing business in Vietnam. These reforms have no immediate impact on the Company but would likely make it easier in the future for the Company to conduct it’s business activities in Vietnam.

5B. Liquidity and Capital Resources

The Company receives cash for use in exploration, development and future operations mainly from the issuance of common shares, debt financing, exercise of warrants/stock options, investment income generated by its cash position, gold sales and the occasional sale of selected assets.

As at December 31, 2009, the cash and cash equivalents’ balance was $5,718,725 compared to $4,161,735 as at December 31, 2008. The increase was mainly a result of increased gold ounces sold and the increase in the gold price in 2009. In 2008 the Company did not raise any funds by way of equity financing. In 2009 the company raised US$5,200,000 of funds through newly issued equity. As at March 31, 2010, the cash and cash equivalents’ balance was $13,258,515. In March 2010 the Company obtained private placement funding of CAD$12,750,000 through issuance of convertible promissory notes. Subsequent to March 31, 2010 the Company completed a private placement of Gold Delivery Notes, resulting in gross proceeds to the Company of US$21,960,000.

On June 27, 2007 a US$2 million Non-Revolving Debt Facility with Macquarie Bank Limited of Sydney, Australia was repaid in full. The Company did not obtain any debt facilities in 2007, 2008 and 2009.

The Company continues with reviewing project funding for the Phuoc Son Dak Sa Underground Project (VN320). As mentioned above, the Company obtained substantial funding in March 2010 and June 2010 and the net funds will mainly be used in the establishment of a processing plant and facilities at Phuoc Son and facilities at Bong Mieu, as well as for general exploration and corporate purposes.

The ability of the Company to continue its growth is dependent upon the realization and the outcomes of its exploration and development programs.

In Vietnam, Bong Mieu and Phuoc Son are able to receive funding from the Company based on loan agreements and the receipt of a Vietnamese State Bank Certificate with respect to foreign loans and repayments. Any foreign loans must receive a certification of registration of borrowing and repayment with the State Bank of Vietnam. The total of the foreign loan amounts and legal capital must not exceed the investment capital stated in the investment license. In the case of Bong Mieu and Phuoc Son, the total of the loans and legal capital are below the stated investment capital of the investment license for each project.

During the year ended December 31, 2009, Olympus spent $1,417,444 on acquisition of property, plant and equipment and $4,323,546 on other capital expenditures.

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5C. Research and development, patents and licenses, etc

The Company holds an Investment Licence and a Mining Licence covering 30 square kilometres within the Bong Mieu Gold Property area. The Investment Licence area contains three deposits: Bong Mieu Central and Bong Mieu East (open-pit deposits) and Bong Mieu Underground. The Exploration Licence renewal application for the portion of the property not covered by the Mining Licence has been submitted and is being reviewed by the Vietnamese authorities.

On January 25, 2006, the Company received the granting of a Mining Licence by the Government of Vietnam to mine and develop its high-grade Dak Sa deposits within the Phuoc Son Gold property area. The Company is in the process of obtaining two additional licenses, the construction license and the import license for mining equipment.

The Company obtained the exploration license for the Phuoc Son property area in January 2008 and is in the process of obtaining the exploration license of the Bong Mieu property.

5D. Trend Information

Not Applicable

5E. Off-Balance Sheet Arrangements

The Company is not engaged in any off-balance sheet arrangements.

5F. Tabular Disclosure of Contractual Obligations

Table No. 3: Tabular Disclosure of Contractual Obligations as at December 31, 2009

											Year 5
											and
	Total		Less than one year		Year 2		Year 3		Year 4		thereafter
Payment Due	$		$		$		$		$		$
Capital lease obligations		171,001		171,001		—		—		—		—
Operating leases		628,758		192,242		114,969		114,312		99,235		108,000
Purchase obligations — supplies & services		3,520,340		3,519,480		860		—		—		—
Purchase obligations — capital		—		—		—		—		—		—
Asset retirement obligations		974,726		204,716		179,188		128,243		430,843		31,736
Total	$	5,294,825	$	4,087,439	$	295,017	$	242,555	$	530,078	$	139,736

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ITEM 6: DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6A. Directors and Senior Management

At June 30, 2010 the Company’s executive officers and directors were as follows:

Table No. 4: Directors and Senior Management

			Date of First
			Election or	Term of Office
Name	Title	Date of Birth	Appointment	of the Directors
David A. Seton	Executive Chairman, Chief Executive Officer and Director	Dec. 13, 1955	Aug. 23, 1996	3 year
Jon Morda	Director	Jan. 13, 1952	Aug. 16, 2005	3 years
John A.G. Seton	Director	Jan. 10, 1963	July 7, 1999	2 years
T. Douglas Willock	Director	Jan. 8, 1953	Feb. 16, 2006	2 years
Les Robinson	Director	Aug. 31, 1960	Dec 17, 2009	3 years
Peter Tiedemann	Chief Financial Officer	Sept 18,1942	July 25, 2006	n/a
Charles Barclay	Chief Operating Officer	Dec. 18, 1950	July 13, 2006	n/a
Jane Bell	VP — Finance	July 27, 1967	Dec. 17, 2009	n/a
Russell Graham	VP — Finance Vietnam	May 21, 1965	Aug. 6, 2007	n/a
Paul Seton	VP — Commercial Development	October 10, 1953	Dec. 17, 2009	n/a
Louis Montpellier	Corporate Secretary	Nov 13, 1953	Mar. 17, 2008	n/a
Jim Hamilton	VP — Investment Relations	Oct. 7, 1951	Mar. 17, 2008	n/a

A brief education and relevant work history of the Directors and Management follows:

David A. Seton, Chairman of the Board of Directors, Chief Executive Officer

Mr. David Seton has been affiliated with the Company in various capacities since 1996. He has served as Chairman of the Board of Directors since August 23, 1996 and as the Company’s Chief Executive Officer since November 17, 2005. He is responsible for the overall coordination of Olympus’ strategic planning as Executive Chairman, Chief Executive Officer and Director of Olympus. Mr. Seton has also served as a director or managing director of a number of companies listed on the New Zealand and Australian Stock Exchanges in both the mining and non-mining industries. He has seventeen years business experience in Vietnam and over 25 years in the mining industry. David Seton is the brother of John Seton.

Jon Morda, Director

Jon Morda has a Bachelor of Arts degree from the University of Toronto (1975) and is a member of the Institute of Chartered Accountants of Ontario (1980). He has over 20 years’ experience in the mining industry, with several positions as Chief Financial Officer of mineral exploration and gold producing companies listed on the Toronto Stock Exchange. Mr. Morda is presently Chief

76

Financial Officer of Alamos Gold Inc. in Toronto, a mineral exploration and gold producing company listed for trading on the Toronto Stock Exchange.

John A.G. Seton, Director

John Seton, a lawyer, is a former President of Olympus Pacific, and has extensive business experience in Vietnam, serving at one time as Chairman of the Vietnam/New Zealand Business Council. He is or has been a director of a number of companies listed on the Australian Stock Exchange and the New Zealand Stock Exchange. He is currently the chairman of The Mud House Wine Group Limited and a director of New Zealand-listed SmartPay Limited. He was the chairman and director of former Australian-listed Zedex Minerals Limited. John Seton is the brother of David Seton.

T. Douglas Willock, Director

Douglas Willock has over 20 years of experience in the investment banking industry having co-led the Canadian mining groups of National Bank Financial (formerly, Lévesque Beaubien Geoffrion Inc.) and Deutsche Bank Securities Inc. He was a vice-president of Scotia Capital Markets and an assistant vice-president at CIBC World Markets. Doug is currently the President and Chief Executive Officer and a Director of Polar Star Mining Corporation, a TSX Venture listed company. From May 2001 to December 2006, he acted for Exall Resources Limited (now known as Gold Eagle Mines Ltd.), initially as Vice President, Corporate Development and later as a Director. Doug has a Bachelor of Arts (History) from the University of British Columbia and a Masters of Business Administration from the Richard Ivey School of Business at the University of Western Ontario.

Leslie Robinson, Director

Leslie Robinson has 20 years’experience in the financial markets sector, most recently as a senior manager with one of Australia’s leading banks where he specialized in corporate and institutional advisory work. He holds a Bachelor of Commerce (Honors) degree.

Peter Tiedemann, Chief Financial Officer

Peter Tiedemann has been involved in various capacities with the Company since July 25, 2006. He received a Bachelor of Commerce degree from the University of Auckland and has considerable financial and consulting experience spanning some 40 years. His involvement with chief financial officer responsibilities has covered a wide range of companies including Fortune 500 corporations: Canon NZ, Pitney Bowes NZ and DRG New Zealand Ltd. Peter spends about 80% of his time on Olympus Pacific Minerals Inc. Peter is a partner in Tiedemann & Partners and a director of Wholesale Products Trading Limited, both private enterprises. Tiedemann & Partners provides business consulting to clients and Wholesale Products Trading Limited performs non-mining joint venture and project management services.

Charles Barclay, Chief Operating Officer

Charles Barclay is a former member of the association of Mine Managers of South Africa. He has 35 years experience in the gold mining sector, of which 25 years have been in senior management roles in developing and ‘third world’ jurisdictions. Since leaving the role of COO of Emperor Mines, Fiji, in 2000, he has worked in Malaysia and Papua New Guinea as an independent consultant designing mines and constructing one before joining Olympus in February 2006.

Paul Seton, Senior VP — Commercial

Paul Seton has been involved in Vietnam related investment and resources since 1991. A former resident of Hanoi as executive director for NZ listed Iddison Group Vietnam Limited, Mr Seton has been responsible for negotiating a number of investment and exploration or mining licences

77

in Vietnam. He holds or has held directorships in and has been Chairman of a number of Vietnam licensed joint venture enterprises.

Jane Bell, VP — Finance

Ms. Bell has a Bachelor of Commerce degree from Lincoln University. She obtained her CA designation with the NZ institute of Chartered Accountants in 1989. Ms. Bell spent 8 years in compliance work with KPMG in New Zealand and the Cayman Islands, leaving as business services manager. Since then she has been involved in a management capacity with a number of organisations dealing with corporate finance, regulation and governance. Jane has in conjunction with her finance roles been the Company Secretary for several companies and has for 15 years served on or reported to corporate Boards.

Louis Montpellier, Corporate Secretary

Mr. Montpellier is partner in the Canadian law firm of Gowling Lafleur Henderson LLP and has been a legal advisor to the mining industry with over 25 years experience in structuring mineral exploration and development companies. Mr. Montpellier is identified in the Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada, the Lexpert Guide to the Leading 100 Industry Specialists in Canada, Who’s Who Legal, the International Who’s Who of Mining Lawyers, and The Best Lawyers in Canada, as one of Canada’s leading mining lawyers. Mr. Montpellier also has direct experience in the mineral exploration and development business and in its related mergers and acquisitions transactions.

James Hamilton, Vice President — Investment Relations

James Hamilton has an Ontario Associate Diploma in Agriculture from the University of Guelph (1972). He has 30 years’ experience in sales and marketing and has held several senior sales positions throughout his career. Prior to joining the Company, he was Sales Manager for UAP Canada Inc. where he led sales and marketing efforts for this agribusiness company. Mr. Hamilton spent several years in the Canadian potash industry and was the Canadian Sales Manger for the Potash Co. of America, Div. Rio Algom Ltd.from 1983 through 1993. Mr. Hamilton also served the Potash Corporation of Saskatchewan from 1978 to 1983 as their Eastern Canadian Sales Manager. James was active with his industry association serving, The Canadian Fertilizer Institute (CFI) as Chairman of the Transportation Committee and Vice Chairman for one term. Mr. Hamilton has been affiliated with the Company since 2005.

Russell Graham, Vice President Finance — Vietnam

Russell Graham received his B. Comm. (Accounting Major) from University of Otago, Dunedin, NZ in 1987. He went on to receive his chartered accountancy designation from the Institute of Chartered Accounts NZ in 1991 and completed a Post Graduate Diploma in Business in 2003 - 2005 (University of Auckland, NZ). Russell spent 1992 to 1999 in the United Kingdom gaining valuable experience in finance control, management of inter-company operating expenses and, upon leaving Schroder Investment Management Ltd. UK in 1999, he was Manager, Business Area Profitability. Russell served four years as Business Manager in Auckland NZ where he managed a medical and surgical portfolio. He has been affiliated with the Company since August 6, 2007.

6B. Compensation

All amounts shown in the table below are denominated in Canadian dollars as the compensation contracts of Directors, Management and Employees for the year ended December 31, 2009 were also denominated in Canadian dollars.

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Long Term Compensation

Annual Compensation

Awards

Other

Restricted

All

Annual

Securities

Shares or

Payouts

Other

Name and

Compen-

Under Options/

Restricted

LTIP

Compen-

Principal

Salary

Bonus

sation

SARs Granted

Share Units

Payouts

sation

Position

Year

(CAD$)(1)

(CAD$)

(CAD$)

(#)(2)

(CAD$)

(CAD$)

(CAD$)

David A. Seton(3) Executive Chairman

2009

240,000

180,000

N/A

9,444,440

N/A

N/A

N/A

John Seton(4) Director

2009

25,000

Nil

35,000

Nil

N/A

N/A

205,687

Jon Morda Director

2009

30,000

Nil

35,000

Nil

N/A

N/A

N/A

Kevin Flaherty Director

2009

15,000

Nil

35,000

Nil

N/A

N/A

N/A

Douglas Willock Director

2009

30,000

Nil

35,000

Nil

N/A

N/A

N/A

Leslie Robinson Director

2009

Nil

Nil

N/A

Nil

N/A

N/A

N/A

Louise Montpellier Corporate Secretary

2009

Nil

Nil

N/A

200,000

N/A

N/A

N/A

Peter Tiedemann CFO (7)

2009

160,000

96,000

N/A

2,222,220

N/A

N/A

N/A

Paul Seton Senior VP Commercial (8)

2009

Nil

Nil

N/A

Nil

N/A

N/A

N/A

Charles Barclay(5) VP Operations

2009

175,000

105,000

N/A

2,222,220

N/A

N/A

N/A

James Hamilton VP Investor Relations

2009

132,000

59,400

N/A

1,666,670

N/A

N/A

N/A

Russell Graham VP Finance Vietnam

2009

142,000

63,900

N/A

1,666,670

N/A

N/A

N/A

HuongLe-Dao VP Human Resources (9)

2009

150,000

67,500

N/A

1,666,670

N/A

N/A

N/A

Rodney Jones(6) VP Exploration

2009

120,937

54,422

N/A

1,666,670

N/A

N/A

N/A

S. Jane Bell VP Finance(10)

2009

6,273

Nil

N/A

Nil

N/A

N/A

N/A

NOTES:

(1)	All Officer Compensation packages are denominated in Canadian Dollars.
(2)	Figures represent options granted during a particular year; see “Aggregate Option” table for the aggregate number of options outstanding at year end.
(3)	Mr. Seton was appointed as CEO on February 4, 2008,

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(4)	During 2009 the Company paid or accrued CAD$205,687 for consulting and legal fees to entities associated with John Seton, a director of the Company. These entities included (i) Jura Trust, which is associated with John Seton, and (ii) Claymore Law, a law firm in which John Seton is a principal
(5)	Mr. Barclay was appointed Chief Operating Officer on March 17, 2008.
(6)	Mr. Jones joined as VP — Exploration on August 6, 2007.
(7)	Mr. Tiedemann was appointed VP — Corporate Affairs of the Company on March 17, 2008. Prior to that, he was the CFO and Corporate Secretary. He was reappointed to the role of CFO in October 2008.
(8)	Mr.P Seton was appointed Senior VP — Commercial on December17,2009, and commenced his contract on January 1, 2010.
(9)	Ms Le-Dao ceased as VP Human Resources on December 31, 2009
(10)	Ms Bell joined as VP-Finance on December 17, 2009
(11)	Mr. Robinson was appointed as a director on December 17, 2009

6B.1. Termination Agreements for Directors and Senior Officers

The Company has entered into management contracts with its senior executive officers that provide for specific benefits in the event that executive’s employment is terminated as a result of resignation, retirement, change of control, or a change in responsibilities following a change of control. A summary of these benefits follows.

Termination

The Executive may terminate his management agreement (“Management Agreement”) and the services being provided by it hereunder by giving the Company at least three (3) months prior written notice (the “Executive’s Termination Notice”), provided that the Company shall have the right to give written notice to the Executive that the Company is waiving the full notice period and is permitting the agreement and the services of the Executive to be terminated upon a date that is less than three months after the date of the Executive’s Termination Notice as determined by the Company (the “Company’s Termination Notice”) and further provided that all salaries or fees payable to the Executive’s management companies, and all other obligations of the Company to the Executive hereunder shall cease upon the date specified in the Executive’s Termination Notice or the Company’s Termination Notice, whichever is applicable.

The Executive shall be entitled to terminate his/her management Agreement immediately upon serving written notice to the Company in the event that

1)	a receiver or liquidator is appointed in respect of the Company; or
2)	the Company fails to pay any moneys payable hereunder within fourteen (14) calendar days of the due date and shall further fail to pay such moneys within fourteen (14) calendar days of receiving written notice of such failure from the Executive.

The Management Agreements also provide that they will terminate if certain objectives of the Company are met (“Set Objectives” (Refer to Exhibits 3.24 to 3.32, inclusive)), which are described in Schedule B of each Executive contract. In the event of termination upon achievement of the Set Objectives prior to the expiry of the agreement’s term, the Executive shall be entitled to all remuneration and options it would have received had this Agreement have remained in full force and effect for the agreemnt’s term.

The Company may at any time terminate a management Agreement and the engagement of the Executive without cause. In this event the Company shall be obligated to pay the Executive the

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amounts set out below. Such payment shall be payable on the fifth calendar day following the date of the notice of termination (the “Company’s Notice of Termination”) and shall consist of the following:

(i)	the Executive’s full fee through to the date of termination at the amount in effect at the time the Company’s Notice of Termination was given, the amount of any allowable expenses reimbursable, plus an amount equal to the amount, if any, of any bonuses previously made to the Executive which have not been paid;
(ii)	in lieu of further fees for periods subsequent to the date of the Company’s Notice of Termination, a payment:

equal to three (3) months of the Executive’s then existing annual fees should termination occur within the first twelve (12) months from the date the Executive commenced providing services to the Company; or

equal to six (6) months of the Executive’s then existing annual fees should termination occur after the first twelve (12) months from the date the Executive commenced providing services to the Company; and

(iii) the Executive’s options on shares of the Company shall remain in full force and effect for the earlier of the expiry date of such options or twelve (12) months following the Company’s Notice of Termination and the option agreements shall be deemed to have been amended, to the extent required, to the effect that any provision which would otherwise terminate such options as a result of the termination of the Executive’s services shall be null and void.

The Company may at any time terminate the services of the Executive and his/her Management Agreement for any just cause that would in law permit the Company to, without notice, terminate the Executive, in which event the Executive shall not be entitled to the payments set forth above, but shall be entitled to receive the full amount of the Executive’s fees due through to the date of the notice of termination.

The Management Agreement will be deemed to have been terminated by the Company if: without the written agreement of the Executive, the nature of the duties, requirements and arrangements of the Executive are substantially changed such that the nature of the work that is required to be performed is not work which is consistent with the work ordinarily required to be performed for a position similar to that assumed by the Executive for a publicly listed mining company, in which event the Company shall be obligated to provide the Executive with a payment as described above.

Any termination by the Company shall be communicated by written Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision of this Agreement relied upon and, in the case of a notice of termination for cause, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s engagement.

On an executive’s termination for any reason, the Executive agrees to deliver up to the Company all equipment, all documents, financial statements, records, plans, drawings, papers of every

81

nature in any way relating to the affairs of the Company and its associated or affiliated companies which may be in its possession or under its control.

The Management Agreement provides that the Executive shall have a special right to terminate its engagement with the Company pursuant to the Section for Good Cause at any time within twelve (12) months of the Takeover of Control of the Company (as defined in the Management Agreement) by giving notice of its resignation in writing to the Board. The notice of resignation must be in writing, must cite the Takeover of Control Provision, and must contain at least one month’s notice and not more than two (2) months notice. The Executive will not receive any payment unless a notice resignation is provided to the Company or a notice of termination is provided to Company. The Executive must exercise this right within twelve (12) months of the Takeover of Control. The Company shall be obligated to provide the Executive with a payment on the fifth calendar day following the earlier of the last calendar day specified in the notice of resignation or the notice of termination, as applicable, and the date the Executive actually ceases to be employed by the Company (the “Date of Resignation”) which shall consist of the following:

(i)	the Executive’s fees through to the Date of Resignation at the amount of the Executive’s then existing annual fee at the time notice of termination or notice of resignation was given, the amount of any reimbursable expenses, plus an amount equal to the amount, if any, of any bonuses previously made to the Executive which have not been paid, accrued vacation and any other amounts due upon termination or resignation;
(ii)	in lieu of further fees for periods subsequent to the Date of Resignation, a payment equal to the number of months set out in Schedule “B” at the rate of the Executive’s then existing annual fee and incentive bonus pursuant to Schedule “B”; and
(iii)	in lieu of common shares of the Company issuable upon exercise of options, if any, previously granted to the Executive under the Company’s incentive programs and remaining unexercised at 5:00 p.m. (Toronto time) on the fourth calendar day following the Date of Resignation, which options shall be cancelled upon the payment referred to herein, a cash amount equal to the aggregate difference between the exercise price of all options held by the Executive, whether or not then fully exercisable, and the higher of (i) the average of the closing prices of the Company’s common shares as reported on the Toronto Stock Exchange (or such other stock exchange on which the Company’s shares may be listed) for thirty (30) calendar days preceding the Date of Resignation or (ii) the average price actually paid for the most highly priced one percent (1%) of the Company’s common shares, however and for whatever reason by any person who achieves control of the Company as such term is defined in Section 2(g); and
(iv)	the Executive shall have the right, exercisable up to the fourth calendar day following the Date of Resignation, to elect to waive the application of the provisions regarding stock options, following the Date of Resignation. The Executive may exercise this election on or before 5:00 p.m. Toronto time on such fourth calendar day by delivering a notice in writing to the Company of such waiver whereupon:

in accordance with the Company’s stock option plan, the Executive’s unvested options on shares of the Company shall immediately vest and the Executive’s vested options on shares of the Company will expire within ninety (90) days of the Date of Resignation; and

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the Company shall be relieved of any obligation in connection with termination of the Executive’s engagement to make the payment in Section 5(h)(iii).

(v) The Executive agrees to accept such compensation in full satisfaction of any and all claims the Executive has or may have against the Company and the Executive agrees to execute and deliver a full and final release in writing of the Company with respect to the same upon payment of said sum, except monies owing by either party to the other up to the Date of Resignation.

The Executive shall not be required to mitigate the amount of any payment provided for under any paragraph of these termantion provisions by seeking other engagement or otherwise nor shall the amount of any payment provided by the termination provisions be reduced by any other compensation earned by the Executive as a result of engagement by another client after the date of termination or otherwise.

The Company shall have full rights to offset any money properly due by the Executive or the Manager to the Company against any amounts payable by the Company to the Executive hereunder.

The Manager will cease to be enrolled in any Company benefit plan after the last day of any notice period given.

6B.2. Stock Option Plan

On September 12, 2003, the Company adopted a stock option plan which was re-approved by its shareholders on June 16, 2006. On June 7, 2007, the shareholders approved a new stock option plan to replace the existing plan. Under the current plan, options to purchase shares of the Company may be granted to directors, officers, employees and consultants of the Company. Options granted under the plan have a maximum term of five years and vesting dates are determined by the Board of Directors on an individual basis at the time of granting.

1. The maximum number of options that can be issued at any one time cannot be higher than 12% of the Company’s issued and outstanding share capital (on a non-diluted basis).

2 Options are subject to an accelerated expiry term (the “Accelerated Term”) for those options held by individuals who are no longer associated with the Company. The Accelerated Term requires that options held by individuals who resign or are terminated from the Company expire on the earlier of: (i) the original expiry term; or (ii) 90 days from the date of resignation or termination; or (ii) the date provided for in the employment or consulting agreement between participant and the Company; however, shareholder approval is required if this would cause the options to extend beyond original expiry.

3. The maximum number of shares that may be reserved for option grant to any one individual insider in any 12 month period may not exceed 5% of the common shares issued and outstanding (on a non-diluted basis) on the date of grant;

4. The maximum number of shares that may be reserved for issuance to insiders of the Company may not exceed 10% of the common shares issued and outstanding (on a non-diluted basis) on the date of grant;

5. The maximum number of shares that may be issued to insiders, as a group, within a one year period may not exceed 10% of the common shares issued and outstanding (on a non-diluted basis) on the date of issuance;

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6. The maximum number of shares that may be issued to any non-employee directors, as a group, during any 12 month period shall not exceed 5% of the common shares issued and outstanding (on a non-diluted basis) on the date of grant;

7. Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including Exchange), the Board may, at any time, without further action by its shareholders, amend the Plan or any Option granted hereunder in such respects as it may consider advisable. The Board may not, however, without the consent of the Participant, alter or impair any of the rights or obligations under an Option theretofore granted. No Common Shares shall be issued under any amendment to this Plan unless and until the amended Plan has been approved by the Exchange. The Plan may be abandoned or terminated in whole or in part at any time by the Board, except with respect to any Option then outstanding under the Plan

8. The Option Price of any Option granted shall be determined by the Board but shall not be less than the volume weighted average trading price of the common shares on the Exchange, or another stock exchange where the majority of the trading volume and value of the listed shares occurs, for the 5 trading days immediately prior to the date of grant (or, such other price required by the Exchange) (calculated by dividing the total value by the total volume of securities traded for the relevant period) (“Market Price”).

9. Upon the announcement of any form of transaction (a “Change of Control Transaction”) which, if completed, would constitute a Change of Control and under which Common Shares of the Company are to be exchanged, acquired or otherwise disposed of, including a take-over bid, or tender offer made for all or any of the issued and outstanding common shares, the Company shall, as soon as practicable following the announcement of such Change of Control Transaction, notify each Participant currently holding an Option of the Change of Control Transaction, and all Options of the Participant which have not vested shall be deemed to be fully vested and exercisable solely for purposes of permitting the Participant to exercise such Options in order to participate in the Change of Control Transaction in respect of the Common Shares (the “Optioned Shares”) thereby acquired.

During the year ended December 31, 2009, 20,755,560 options were issued and valued for accounting purposes throughout the year using the Black-Scholes calculation, at $3,300,646. The Black-Scholes calculations used a risk free rate of 0.5% - 0.8%, had an expected life 5 years, volatility of 94% - 100.6% and gave option values of CAD$0.09 - CAD$0.26. These options have an exercise price of CAD$0.12. The exercise price of these and most of the other outstanding options was determined based on the Volume Weighted Average Price (“VWAP”) which is the listing of the stock activities for five business days from the grant date. The vesting period for the most of the remaining outstanding options is: 1/3 on date of grant; 1/3 after 12 months from the grant date and another 1/3 after 24 months from the grant date.

6C. Board Practices

The directors are serving staggered terms with terms ranging between one and three years. Zedex had the right to nominate two directors. Zedex had nominated John Seton. John Seton was the executive Chairman of Zedex, which amalgamated with Olympus in January 2010.

The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Olympus’ audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company. The current members of the Audit Committee, each of whom is independent, are as follows: Jon Morda (Chairman), Leslie Robinson, and T. Douglas Willock.

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The Company’s Compensation Committee is comprised of three independent directors: T. Douglas Willock (Chairman), Leslie Robinson and Jon Morda.

Corporate Governance Committee is comprised of Leslie Robinson (Chairman), John Seton and T. Douglas Willock.

6D. Employees

	2007		2008		2009
Vietnam		471		539		600
Elsewhere Worldwide		6		8		5
Total		477		547		605

The Company also engages external suppliers who provide their own employees to fulfill service and maintenance contracts at the project sites in Vietnam.

6E. Share Ownership

The following table shows the shareholdings of the Directors and Senior Management, as at March 29, 2010.

     6.E.1 Details of Share Ownership

Table No. 5: Shareholdings of Directors and Senior Management at June 30, 2010

		Shares of
		Common
		Stock		Options Vested
		(“Shares”)		or Vesting		Beneficial		Percent of
Title of Class	Name of Beneficial Owner	Held		within 60 days		Ownership		Class
Common	David A. Seton(1)		4,360,784		9,105,490		13,466,274		3.83	%
Common	John A. G. Seton(2)		5,945,164		4,625,000		10,570,164		3.00	%
Common	Jon Morda		19,500		2,030,000		2049,500		0.58	%
Common	T. Douglas Willock		91,000		2,159,000		2,250,000		0.64	%
Common	Peter Tiedemann		1,087,732		2,274,684		3,362,416		0.96	%
Common	Leslie Robinson		2,362,005		2,166,667		4,528,672		1.29	%
Common	Charles Barclay		1,152,066		2,466,351		3,618,417		1.03	%
Common	Jane Bell		399,999		590,198		990,197		0.28	%
Common	Paul Seton		130,530		2,701,227		2,831,757		0.80	%
Common	Russell Graham		769,552		874,263		1,643,815		0.47	%
Common	Louis Montepellier		—		800,000		800,000		0.23	%
Common	Jim Hamilton		929,262		1,024,263		1,953,525		0.55	%

The following table sets forth the Company’s outstanding stock options at June 30, 2010 of Directors and Senior Management:

Table No. 6: Stock Options Outstanding as at June 30, 2010

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	Number of		Exercise
	Common-voting		Price			Expiration
Name	Shares		[CAD $]		Grant Date	Date
David A. Seton		1,000,000		0.32	Aug 31, 2005	Aug 31, 2010
		1,000,000		0.32	Sept 29, 2005	Sept 29, 2010
		3,000,000		0.75	Mar 5, 2007	Mar 5, 2012
		1,809,000		0.40	Jun 18, 2008	Jan 1, 2013
		722,872		0.12	Jan 2, 2009	Jan 2, 2014
		1,573,618		0.40	Jan 4, 2010	Dec 31, 2014
John A. G. Seton		500,000		0.32	Aug 31, 2005	Aug 31, 2010
		1,000,000		0.75	Mar 5, 2007	Mar 5, 2012
		625,000		0.5742	Jan 12, 2010	Jun 15, 2012
		750,000		0.42	Jun 1, 2010	Apr 1, 2015
		750,000		0.60	Jun 1, 2010	Apr 1, 2015
Leslie Robinson		500,000		0.40	Jan 4, 2010	Dec 31, 2014
		166,667		0.87278	Jan 12, 2010	Apr 30, 2012
		750,000		0.42	Jun 1, 2010	Apr 1, 2015
		750,000		0.60	Jun 1, 2010	Apr 1, 2015
Jon Morda		180,000		0.32	Aug 31, 2005	Aug 31, 2010
		350,000		0.65	Mar 5, 2007	Mar 5, 2012
		750,000		0.42	Jun 1, 2010	Apr 1, 2015
		750,000		0.60	Jun 1, 2010	Apr 1, 2015
T. Douglas Willock		159,000		0.55	Feb 16, 2006	Feb 16, 2011
		500,000		0.65	Mar 5, 2007	Mar 5, 2012
		750,000		0.42	Jun 1, 2010	Apr 1, 2015
		750,000		0.60	Jun 1, 2010	Apr 1, 2015
Peter Tiedemann		100,000		0.51	Jul 18, 2006	Jul 18, 2011
		1,000,000		0.65	Mar 5, 2007	Mar 5, 2012
		208,333		0.5742	Jan 12, 2010	Apr 30, 2012
		426,000		0.40	Jun 12, 2008	Jan 1, 2013
		170,088		0.12	Jan 2, 2009	Jan 2, 2014
		370,263		0.40	Jan 4, 2010	Dec 31, 2014
Charles Barclay		500,000		0.36	Jan 25, 2006	Jan 25, 2011
		500,000		0.43	Nov 3, 2006	Nov 3, 2011
		500,000		0.65	Aug 15, 2007	Aug 15, 2012
		426,000		0.40	Jun 18, 2008	Jan 1, 2013
		170,088		0.12	Jan 2, 2009	Jan 2, 2014
		370,263		0.40	Jan 4, 2010	Dec 31, 2014
Paul Seton		555,394		0.40	Jan 4, 2010	Dec 31, 2014
		1,000,000		0.40	Jan 4, 2010	Dec 31, 2014
Jane Bell		104,167		0.45936	Jan 12, 2010	Sep 29, 2011
		104,167		0.91872	Jan 12, 2010	Apr 30, 2012
		104,167		0.80388	Jan 12, 2010	Sep 28, 2013
		277,697		0.40	Jan 4, 2010	Dec 31, 2014
James Hamilton		150,000		0.32	Nov 22, 2005	Nov 22, 2010
		150,000		0.65	Aug 15, 2007	Aug 15, 2012
		319,000		0.40	Jun 13, 2008	Jan 1, 2013
		127,566		0.12	Jan 2, 2009	Jan 2, 2014
		277,697		0.40	Jan 4, 2010	Dec 31, 2014
Louis Montpellier		250,000		0.62	May 1, 2008	May 1, 2013
		200,000		0.12	Jan 2, 2009	Jan 2, 2014

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	Number of		Exercise
	Common-voting		Price			Expiration
Name	Shares		[CAD $]		Grant Date	Date
		350,000		0.42	Jun 1, 2010	Apr 1, 2015
Russell Graham		150,000		0.65	Aug 15, 2007	Aug 15, 2012
		319,000		0.40	Jun 13, 2008	Jan 1, 2013
		127,566		0.12	Jan 2, 2009	Jan 2, 2014
		277,697		0.40	Jan 4, 2010	Dec 31, 2014

ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7A. Major Shareholders

To the knowledge of the directors and senior officers of the Company, the following are the only persons or companies who beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 5% of the Company’s outstanding Shares, at June 30, 2010:

Name	No. of Shares	Percentage
Dragon Capital Group Limited Ho Chi Minh City, Vietnam	98,369,184(1)		30.38	%
Vina Capital Group Limited Ho Chi Minh City, Vietnam	Awaiting shareholder disclosure (2)	Awaiting shareholder disclosure

Notes:

(1)	According to a Schedule 13D filed jointly with the Commission on June 30, 2010 by Vietnam Enterprise Investments Limited, Vietnam Growth Fund Limited, Vietnam Dragon Fund Limited, Vietnam Resource Investments (Holdings) Limited, Dragon Capital Markets Limited, Dragon Capital Management Limited, and Enterprise Investment Management Limited (“Dragon Schedule 13D”), (i) Vietnam Growth Fund Limited is the sole beneficial owner of 45,077,560 Shares, (ii) Vietnam Enterprise Investments Limited is the sole beneficial owner of 19,708,500 Shares, (iii) Vietnam Resources Investments(Holdings) Limited is the sole beneficial owner of 13,000,000 Shares, (iv) Vietnam Dragon Fund Limited is the sole beneficial owner of 19,163,124 Shares, (v) Dragon Capital Markets Limited is the sole beneficial owner of 1,270,000 Shares, (vi) Dragon Capital Management Limited has the sole dispositive and voting power over 150,000 Shares, and shared dispositive and voting power of 96,949,184 Shares, and (vii) Enterprise Investment Management Limited has shared dispositive and voting power over 19,708,500 Shares.
	Reference is made to the Dragon Schedule 13D for additional information on Dragon Capital Group Limited including the source and amount of funds utilized in the investments in the Company’s Shares, the purpose of Dragon Capital Group Limited’s investments in the Company, information relating to the voting and dispositive power over the Company’s Shares, and the executive officers and directors of each member of Dragon Capital Group Limited.
(2)	We believe that, at June 30, 2010, VinaCapital Group beneficially owns, directly or indirectly, or exercises control or direction over shares carrying more than 5%, but less than 10%, of the Company’s outstanding Shares. We believe that VinaCapital Group became a greater than 5% shareholder following the Zedex amalgamation as its previous holdings in Zedex and the Company are now combined. We have advised VinaCapital Group of its obligation to file a Schedule 13D if it beneficially owns at least 5% of the Company’s outstanding Shares. Once VinaCapital Group files a Schedule 13D, if required to do so, we will disclose the amount of its beneficial shareholdings in the Company.

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Beginning in October 2004, the Dragon Capital Group Limited started to acquire Shares in the Company and continued to increase its ownership over 2005 and 2006, resulting in an ownership percentage of 39.05% as at September 30, 2006. As a result of the Company’s share issuances since December 31, 2006, the percentage ownership by the Dragon Capital Group Limited of the Company had decreased to 33% at December 31, 2007. In March 2008 the Dragon Capital Group Limited acquired a further 13,000,000 of the Company’s ordinary shares in a private arrangement bringing their percentage ownership to 38.6%. In January 2010 Dragon was issued 8,739,583 Olympus shares in exchange for their holding in Zedex Minerals Ltd under the terms of the Zedex/Olympus Amalgamation. These were issued as Chess Depository Interests and are available for trade on the Australian Securities Exchange. This changed their ownership to 30.38%.

As at June 30, 2010, the Company was aware of 22 record holders in the United States, the host country, representing ownership of 1.94% of the outstanding shares of the Company.

Effective February 5, 2010, the Company commenced trading Chess Depositary Interests on the Australian Securities Exchange. As at June 30, 2010, the Company was aware of 965 Chess Depositary Interest holders in Australia, representing 35.92% of the outstanding shares of the Company.

At such date, there were no arrangements, the operation of which could result in a change of control. All shareholders have the same voting rights with respect to the Shares.

Related Party Transactions

During the year ended December 31, 2009 the Company entered into the following transactions with related parties:

(a) Paid or accrued $916,409 in 2009 for management fees and $390,048 in 2009 in reimbursement of expenses incurred on behalf of the Company to companies controlled by officers of the Company. The companies that were paid for management fees and reimbursement of expenses include the following: Orangue Holdings Limited associated with David Seton; Momentum Resources International Pty Ltd associated with Colin Patterson; Action Management Limited associated with Charles Barclay; Wholesale Products Trading Limited associated with Peter Tiedemann; and Cawdor Holdings Limited associated with Russell Graham. Expenses that were reimbursed include the following costs: airfare, accommodation, meals, car rental, telecommunications, computer, training courses, conferences and licenses. All of these management and consulting fees have been disclosed in “Item 6. B Directors, Senior Management, and Employees. Compensation.”

(b) Paid or accrued $184,852 in 2009 for consulting and legal fees. The companies that were paid for consulting fees include the following: Jura Trust (“Jura”) associated with John Seton, a director of the Company; Claymore Law (“Claymore”) where John Seton is a principal. The services provided are not under contract as the consulting and legal services are provided on an ad hoc basis based on requests by the Company. These fees have been included in “Item 6. B Directors, Senior Management, and Employees. Compensation.” for John Seton under “All Other Compensation.”

(c) On January 1, 2006, Zedex Minerals Limited (Zedex) (a significant shareholder of the Company at the time) was assigned the 2% gross production royalty, on the Bong Mieu sales, less incremental costs when Ivanhoe assigned to Zedex all its rights, title and interest in and to the debt, gross production royalties and royalty agreement. Refer to Exhibit 3.16. The Company paid or accrued $128,746 in 2009 for royalties to Zedex, a shareholder of the

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Company. The royalty is calculated as 2% of the net sales amount equal to the revenues for gold and silver less refining and delivery costs. As a result of the amalgamation of Zedex Minerals Ltd and Olympus Pacific Minerals Ltd, Olympus Pacific Minerals Inc. no longer has an obligation to pay the 2 percent royalty from December 17, 2009.

(d) As part of the amalgamation with Zedex, Olympus advanced $1,406,908 in funds in December to enable settlement of creditors at year end. The balance advanced to Zedex and its subsidiaries at December 31, 2009 is recognised in Accounts Receivable.

These transactions were in the normal course of operation and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties. These transactions were equivalent to terms agreed upon in similar transactions with non-affiliated parties.

7B. Interests of Experts and Counsel

     Not applicable

ITEM 8: FINANCIAL INFORMATION

8A. Consolidated Statements and Other Financial Information

Reference is made to Item 17 Financial Statements for the financial statements included in this Annual Report on Form 20-F.

There are no legal proceedings of a material nature pending against the Company, or its subsidiaries. The Company is unaware of any legal claim known to be contemplated by any governmental authorities.

The Company has never paid a dividend and it is unlikely that the Company will declare or pay a dividend in the near future.

8B. Significant Changes

The following material events have occurred subsequent to December 31, 2009:

•

On January 12, 2010, the Company and Zedex amalgamated and Zedex shareholders’ shares were cancelled and they were allocated 1 common share in Olympus in exchange for 2.4 common shares in Zedex. Total consideration for the amalgamation amounted to approximately US$34.8 million, and was paid to Zedex shareholders by way of distribution to them, on a pro-rata basis, of the 65,551,043 common shares of Olympus owned by Zedex, along with the issuing of a further 54,226,405 new Olympus shares. In addition, 4,395,835 stock options were issued by Olympus to compensate the cancellation of Zedex options. The 54,226,405 new common shares in Olympus were issued on January 25, 2010.

Zedex management staff were provided with contracts with Olympus. Mr. Leslie Robinson, director of Zedex, was appointed to the Board of Olympus on December 17, 2009. Mr. Rodney Murfitt, formerly Chief Geologist for Zedex, became Group Exploration Manager for Olympus. Mr. Paul Seton, formerly CEO of Zedex, became Senior Vice President Commercial for Olympus and Ms. Jane Bell (previously Baxter),

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	formerly CFO and Company Secretary for Zedex, became Vice president Finance for Olympus.
	All costs associated with the amalgamation have been expensed during the year, these being recorded in professional and consulting fees in the consolidated statement of operations and comprehensive loss.
	The acquisition is being accounted for as a business combination with Olympus being identified as the acquirer. The purchase method of accounting will be used and earnings will be consolidated from the acquisition date. The Company is in the process of evaluating the fair value of assets acquired and liabilities assumed, including goodwill, if any. As a result of this acquisition, the Company will no longer have the obligation to pay the 2% royalty to Zedex.
•	On January 4, 2010 the Company issued 3,702,629 options to officers of the Company in relation to their 2010 management contracts. The options vest immediately, have an exercise price of CAD$0.40 and can be exercised on or before December 31, 2014.
•	In 2010 the Company agreed to issue 951,703 common shares in settlement of AUD$319,335 consultancy fee related to the amalgamation with Zedex. The fee is included in accounts payable at December 31, 2009.
•	In March 2010 the Company sold a total of CAD$12,750,000 of units. The funds will be used in the establishment of a processing plant at Phuoc Son. Each unit (a “Unit” and collectively, the “Units”) consists of: (i) a nine (9%) percent subordinated unsecured convertible promissory note (each a “Note,” and, collectively, the “Notes”) of the Company in the aggregate principal amount of CAD $0.84, which Note shall be convertible into shares (each a “Conversion Share” and collectively, the “Conversion Shares”) of the Company’s common stock, with no par value (together with any securities into which such shares may be reclassified, the “Common Stock”) at CAD $0.42 per Conversion Share (subject to adjustment as set forth in the certificate representing the Note), (ii) two (2) separate common stock purchase warrants (each a “Warrant,” and, collectively, the “Warrants”), the first of which is fully vested and immediately exercisable for the purchase one (1) share of Common Stock at an exercise price of CAD $0.50 per Warrant Share (as defined below) (subject to adjustment as set forth in the certificate representing the Warrants), and the second of which is exercisable, subject to vesting as specified in the certificate representing the Warrant, for the purchase of two (2) shares of Common Stock at an exercise price of CAD $0.42 per Warrant Share (subject to adjustment as set forth in the certificate representing the Warrants. Each share issuable upon exercise of the Warrants is referred to as a “Warrant Share,” and collectively, as the “Warrant Shares”.
•	In June 2010, the Company obtained private placement funding of US$21,960,000 in the form of gold delivery notes. Each unit (a “Unit”) consists of: (i) an eight percent (8%) senior secured redeemable gold delivery promissory note of the Company (each, a “Note” and, collectively, the “Notes”) in the stated or deemed principal amount of US$10,000, and (ii) a detachable common stock purchase warrant (each, a “Warrant” and, collectively, the “Warrants”) for the purchase of 3,470 common shares (“Common Shares”), exercisable on or before May 31, 2013 at an exercise price of CAD $0.60 per share (subject to standard antidilution adjustment). The Warrants may be exercised on a “cashless” or “net exercise” basis at the option of the holder. The Company will issue the warrants attached to this agreement under its 15% placement capacity as described in Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange. The Notes

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mature on May 31, 2013 (the “Maturity Date”), bear interest at the rate of 8%per annum, and are secured obligations of the Company.

• Subsequent to December 31, 2009, the Company announced further gold resource increases. New independent resource assessments were completed in the second quarter of 2010 at the Bau and Phuoc Son projects. The current gold resource total for the Company (including the Bong Mieu Gold Project) is now estimated at 1,022,398M oz of measured and indicated resources and 2,651,758M oz of inferred resources.

• In May 2010 the Company increased the quantum of shares reserved with the Toronto Stock Exchange to the maximum allowable for issuance upon the exercise of stock options granted pursuant to the terms of its Stock Option Plan as approved by the TSX.

• In May 2010 shareholders approved the issue of 3,000,000 incentive stock options to Directors of the Company and 350,000 incentive stock options to the Company Secretary, each option exercisable for a period of five years for the purchase of one common share of the Company at a price of CAD$0.42 per common share.

• In May 2010 shareholders approved the issue of 3,000,000 incentive stock options to Directors of the Company and 350,000 incentive stock options to the Company Secretary, each option exercisable for a period of five years for the purchase of one common share of the Company at a price of CAD$0.60 per common share.

ITEM 9: THE OFFER AND LISTING

9A. Common Share Trading Information

The Company’s Shares trade on the Toronto Stock Exchange (“TSX”) in Canada, under the symbol “OYM”. The initial listing date was effective on the TSX on April 3, 2006. Prior to April 3, 2006, the Company’s Shares traded on the TSX Venture Exchange in Canada.

Table No. 9 lists the high and low sales prices on the TSX and the TSX Venture Exchange (“TSXV”) for actual trades of the Company’s Shares. The Company’s Shares commenced trading on the TSX on April 3, 2006 and prior to that they were listed on the TSXV.

TSX and TSX-V Common — Voting Shares Trading Activity
Month and Year	Low (CAD$)		High (CAD$)
June 30, 2010	$	0.26	$	0.37
May 31, 2010	$	0.35	$	0.40
April 30, 2010	$	0.32	$	0.38
March 31, 2010	$	0.23	$	0.38
February 28, 2010	$	0.23	$	0.29
January 31, 2010	$	0.24	$	0.34

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TSX and TSX-V Common — Voting Shares Trading Activity
Month and Year	Low (CAD$)		High (CAD$)
Month and Year
April - June 2010	$	0.31	$	0.38
January - March 2010	$	0.23	$	0.34
October - December 2009	$	0.25	$	0.32
July - September 2009	$	0.20	$	0.32
April - June 2009	$	0.18	$	0.36
January - March 2009	$	0.07	$	0.21
October - December 2008	$	0.04	$	0.125
July - September 2008		0.115		0.25
April - June 2008		0.205		0.39
January - March 2008		0.35		0.50
Annual (Fiscal Year):
Ended December 31, 2009	$	0.07	$	0.36
Ended December 31, 2008	$	0.04	$	0.50
Ended December 31, 2007		0.40		1.20
Ended December 31, 2006		0.30		0.94
Ended December 31, 2005		0.215		0.45

On April 3, 2006, the Company’s Shares commenced trading its common shares on the Toronto Stock Exchange under the symbol “OYM” and, consequently, no longer trades on TSX Venture Exchange. The closing price of the Shares on June 30, 2010 was CAD$0.3050.

Effective March 5, 2008, the Company’s Shares commenced trading on the over the counter bulletin board in the United States under the symbol OLYMF.

The low and high market prices for the Shares, on a quarterly and monthly basis, for since March 5, 2008 are as follows:

otc bulletin Board (US $)

Month and Year	Low		High
March 5, 2008- March 31, 2008		0.36		0.40

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Month and Year	Low		High
April - June 2008		0.20		0.38
July - September 2008		0.12		0.25
October - December 2008		0.04		0.12
January - March 2009		0.06		0.16
April - June 2009		0.13		0.35
July - September 2009		0.17		0.34
October - December 2009		0.17		0.35
January 2010 - March 2010		0.20		0.35
April 2010 - June 2010		0.28		0.37

otc bulletin Board (US $)

Month and Year	Low		High
January 2010	$	0.17	$	0.35
February 2010	$	0.21	$	0.35
March 2010	$	0.23	$	0.36
April 2010	$	0.25	$	0.38
May 2010	$	0.33	$	0.39
June 2010	$	0.26	$	0.35

The closing price of the Shares on the OTC Bulletin Board on June 30 2010 was US$0.2816.

Effective February 5, 2010, the Company’s Shares commenced trading on the Australian Securities Exchange under the symbol OYM.

The low and high market prices for the Shares, on a quarterly and monthly basis, for since February 5, 2010 are as follows:

Australian Securities exchange (a $)
Month and Year	Low		High
Feb.5,2010-Mar 31, 2010	$	0.22	$	0.31
April 2010-June 2010	$	0.33	$	0.41
Feb. 5 2010 - Feb. 28, 2010	$	0.22	$	0.27
March 2010	$	0.22	$	0.35
April 2010	$	0.31	$	0.40
May 2010	$	0.36	$	0.44
June 2010	$	0.33	$	0.40

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Australian Securities exchange (a $)
Month and Year	Low		High
Feb.5,2010-Mar 31, 2010	$	0.22	$	0.31
April 2010-June 2010	$	0.33	$	0.41

The closing price of the Shares on the Australian Securities Exchange on June 30 was A$0.35.

Plan of Distribution

     Not applicable.

9B. Markets

     See 9A. above

9C. Selling Shareholders

     Not applicable.

9D. Dilution

     Not applicable.

9E. Expenses of the Issue

     Not applicable.

ITEM 10: ADDITIONAL INFORMATION

10A. Share Capital

     Not applicable

10B. Memorandum and Articles of Association

Common shares

The Company is authorized to issue an unlimited number of Common Shares (“Shares”), with no par value.

The holders of the Shares are entitled to one vote per Share at any meeting of the shareholders of the Corporation and to receive, out of all profits or surplus available for dividends, any dividend declared by the Corporation on the Shares. Any dividend declaration by the Company will require consent from Macquarie Bank as indicated in the MLB facility agreement which is described in detail under Item 5B. In the event of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, holders of Shares are entitled to receive the remaining property of the Corporation. All shares presently outstanding are duly authorized, validly issued and fully paid. Shares have no preference, conversion, exchange, pre-emptive or cumulative voting rights.

Provisions as to the modification, amendment or variation of such rights and provisions are contained in the Business Companies Act (Ontario) (the “Act”) and the regulations promulgated thereunder. Certain fundamental changes to the articles of the Company will require the approval of two-thirds of the votes cast on a resolution submitted to a special meeting of the

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Company’s shareholders called for the purpose of considering the resolution. These items include (i) an amendment to the provisions relating to the outstanding capital of the Company, (ii) a sale of all or substantially all of the assets of the Company, (iii) an amalgamation of the Company with another company, other than a subsidiary, (iv) a winding-up of the Company, (v) a continuance of the Company into another jurisdiction, (vi) a statutory court approved arrangement under the Act (essentially a corporate reorganization such as an amalgamation, sale of assets, winding-up, etc.), and (vii) a change of name.

Although the Act does not specifically impose any restrictions on the repurchase or redemption of shares, under the Act a corporation cannot repurchase its shares or declare dividends if there are reasonable grounds for believing that (a) the corporation is, or after payment would be, unable to pay its liabilities as they become due, or (b) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of (i) its liabilities and (ii) its stated capital of all classes of its securities. Generally, stated capital is the amount paid on the issuance of a share.

Articles and By-laws

The following presents a description of certain terms and provisions of the Company’s articles and by-laws.

General

The Company was incorporated in the Province of Ontario on July 4, 1951 under the name of Meta Uranium Mines Limited. The Company’s name was changed to Metina Developments Inc. on August 24, 1978 and then continued from Ontario into British Columbia under Company Act (B.C.) under the name Olympus Holdings Ltd. on November 5, 1992 under No. C-435269. The name was then changed to Olympus Pacific Minerals Inc. on November 29, 1996 and the Company was continued from B.C. into the Yukon under the Business Corporations Act (Yukon) on November 17, 1997 under No. 26213. The Company was continued from the Yukon into a Canadian Business Corporation under the Canadian Business Corporations Act (CBCA) on July 13, 2006 under Certificate of Continuance Number 659785-8.

The Company’s corporate objectives and purpose are unrestricted.

Directors

Pursuant to section 3.12 of the by-laws of the Company (the “By-Laws”) and section 120(1) of the Canada Business Corporation Act (the “CBCA”), a director or an officer of the Company shall disclose to the Company, in writing or by requesting to have it entered in the directors’ meeting minutes or the directors’ committee meeting minutes, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Company, if the director or officer: (a) is a party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction. Section 3.12 of the By-Laws also provides that such a director or officer shall not vote on any resolution to approve such a contract or transaction except as provided under the CBCA. Section 120(5) of the CBCA permits such a director to vote on any resolution to approve a contract or transaction if it: (a) relates primarily to his or her remuneration as a director, officer, employee or agent of the Company or an affiliate; (b) is to indemnify or insure a current or former director or officer, or another individual who acts or has acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity; or (c) is with an affiliate.

If a quorum of directors is present, the directors are entitled to vote compensation to themselves. Section 125 of the CBCA provides that subject to the By-Laws, the articles or a unanimous

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shareholder agreement, the directors may fix the remuneration of directors, officers and employees of the Company. Section 3.13 of the By-Laws provides that the directors shall be paid such remuneration for their services as the board of directors may from time to time determine.

Section 189 of the CBCA provides that unless the By-Laws, the articles or a unanimous shareholder agreement provide otherwise, the directors may, without authorization of the shareholders: (a) borrow money on the credit of the Company; (b) issue, reissue, sell or pledge debt obligations of the Company; (c) give a guarantee on behalf of the Company to secure the performance of an obligation of any person; and (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Company, owned or subsequently acquired, to secure any obligation of the Company.

There are no provisions in the By-Laws or the CBCA relating to the retirement or non-retirement of directors under an age limit requirement. Pursuant to section 105(2) of the CBCA, a director need not be a shareholder. Pursuant to section 3.3 of the By-Laws and section 105(3) of the CBCA, at least twenty-five per cent of the directors of the Company must be resident Canadians. However, if the Company has less than four directors, at least one director must be a resident Canadian. Section 102(2) of the CBCA requires that the Company shall have no fewer than three directors, at least two of whom are not officers or employees of the Company or of any of the Company’s affiliates.

Annual and special meetings

The annual meeting and special meetings of shareholders are held at such time and place as the board of directors shall determine. Notice of meetings is sent out to shareholders not less than 10 days nor more than 50 days before the date of such meeting. All shareholders at the record date are entitled to notice of the meeting and have the right to attend the meeting. The directors stand for reelection at staggered intervals.

There are no provisions in either the Company’s Articles of Incorporation or Bylaws that would have the effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or its subsidiary, except for one of our provisions that limits how many directors may be appointed between annual meetings which could delay a change of control. There are no by-law provisions governing the ownership threshold above which shareholder ownership must be disclosed.

10C. Material Contracts

The following material contracts have been entered into by the Company within the past two years:

1)	Gold Export Certificates — Phuoc Son Gold Company Limited — dated 29 August, 2008, 31 December, 2008 and 31 December, 2009 and Bong Mieu Gold Mining Company Limited dated January 5, 2007, December 31, 2008 and December 31, 2009. Refer to Items 4D.1 (a) and 4D.2 (a) for details on these licenses.
2)	Convertible Promissory Notes — dated March 26, 2010. In March 2010 the Company obtained private placement funding of CAD$12,750,000 through issuance of convertible promissory notes. Refer to Items 4A and 8B for details of this debt.

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3)	Gold Loan Notes — dated June 19, 2010. In June 2010, the Company obtained private placement funding of US$21,960,000 in the form of gold delivery notes. Refer to Items 4A and 8B for details of this debt.
4)	Amalgamation with Zedex Minerals Limited — announced November 10, 2009, approved December 17, 2009 and amalgamation date of January 12, 2010 — refer to Form CB filed with SEC on November 19, 2009.
5)	Bau joint venture agreement — Olympus acquired a 50.05% controlling interest in the Bau Gold Project when it merged business with Zedex Minerals Ltd in January 2010. Under the Bau joint venture agreement the company operates in Joint Venture with a Malaysian mining group, Gladioli Enterprises SDN BHD (Bau Agreement). The joint venture agreement is dated November 2006 and under the terms of the agreement Olympus is the project operator.
6)	Tien Thuan joint venture agreement — The Tien Thuan Gold Project is owned by the Binh Dinh New Zealand Gold Company (BNG), which is a joint venture between a Zedex Minerals Ltd subsidiary (KS Mining Ltd) and a company owned by the Provincial Government (Biotan Minerals Ltd). BNG has been exploring the Tien Thuan Gold Project since grant of Investment Certificate No: 351022000036 (August 2007). Pursuant to the Investment Certificate, Zedex may earn 75% project equity, by funding exploration through to completion of a bankable freasibility study (such funding to be repayable from future profits). Upon reaching a “decision to mine”, project development will be jointly funded on a pro-rata basis and (December 2007) receipt of Provincial Government approval for the proposed exploration and development programme.

10D. Exchange Controls

There are no laws, governmental decrees or regulations in Canada that restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our shares, other than the withholding tax requirements (Reference is made to Item 10E) and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. The Proceeds of Crime (Money Laundering) and Terrorist Financing Act requires that persons and entities report the importation or exportation of currency or monetary instruments of a value equal to or greater than $10,000 to Canadian customers officers in the prescribed form and manner.

There are no limitations under the laws of Canada or the Province of Ontario, or in our constituting documents, with respect to the right of non-resident or foreign owners to hold or vote Shares other than those imposed by the Investment Canada Act.

The Investment Canada Act is a federal Canadian statute which regulates the acquisition of control of existing Canadian businesses and the establishment of new Canadian businesses by an individual, government or entity that is a “non-Canadian” as defined in the Investment Canada Act. Such investments are generally reviewable under the Investment Canada Act by the Minister, designated as being responsible for the administration of the Investment Canada Act. Reviewable investments, generally, may not be implemented prior to the Minister’s determining that the investment is likely to be of “net benefit to Canada” based on the criteria set out in the Investment Canada Act. Generally investments by non-Canadians consisting of the acquisition of control of Canadian businesses which are otherwise non-reviewable and the establishment of new Canadian businesses are subject to certain notification requirements under the Investment Canada Act in the prescribed form and manner.

Management of the Company believes that it is not currently a “non-Canadian” for purposes of the Investment Canada Act and therefore it is not subject to the Act. However, if the Company

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were to become a “non-Canadian” in the future, acquisitions of control of Canadian businesses by the Company would become subject to the Investment Canada Act. Generally, the direct acquisition by a “non-Canadian” of an existing Canadian business with gross assets of $5 million or more is reviewable under the Investment Canada Act, unless the business is acquired by a WTO investor in which the thresholds for transactions are CAD$250 million in 2005, CAD$265 million in 2006, CAD$281 million in 2007, CAD$295 million in 2008, CAD$312 million in 2009 and CAD$299 million in 2010. Generally, indirect acquisitions of existing Canadian businesses (with gross assets over $50 million) are reviewable under the Investment Canada Act, except in situations involving “WTO investors” where indirect acquisitions are generally not reviewable but are nonetheless subject to notification. In transactions involving Canadian businesses engaged in the production of uranium, providing financial services, providing transportation services or which are cultural businesses, the benefit of the higher “WTO investor” thresholds do not apply.

Acquisitions of businesses related to Canada’s cultural heritage or national identity (regardless of the value of assets involved) may also be reviewable under the Investment Canada Act. In addition, investments to establish new, unrelated businesses are not generally reviewable but are nonetheless subject to nofication. An investment to establish a new business that is related to the non-Canadian’s existing business in Canada is not subject to notification under the Investment Canada Act unless such investment relates to Canada’s cultural heritage or national identity.

Any proposed take-over of the Company by a “non-Canadian” would likely only be subject to the simple notification requirements of the Investment Canada Act, as in all likelihood that non-Canadian would be a “WTO investor” for purposes of the Investment Canada Act provided that the high WTO threshold is not met. Generally, a “WTO investor” is an individual, other than a Canadian, who is a national of a country that is a member of the World Trade Organization or a business entity controlled by such an individual. Virtually all countries of the Western world are members of the World Trade Organization. The Company would have to have a gross asset base of at least $5 million for a direct acquisition, and at least $50 million for an indirect acquisition, before the reviewable transaction provisions of the Investment Canada Act would apply to a third party non-Canadian acquirer that is not a WTO investor.

10E. Taxation

10E.1. Certain Canadian Federal Income Tax Consequences — General

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of the common-voting shares of the Company (a “Holder”) who deals at arm’s length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the “Act”) and the Canada — United States Income Tax Convention (the “Treaty”), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a Business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on Business in Canada and elsewhere.

Under the Act and the Treaty, a Holder of the common-voting shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares. The withholding tax rate is 5% where the Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some Holders such as qualifying pension funds and charities. Reference is made to “Item 10E.4 — United States Taxation” for a more detailed discussion of the United States tax considerations relating to an investment in the Shares.

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10E.2. Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the “Treaty”), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, shall not exceed 15%. If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, the withholding tax rate is reduced to 5% and, in all other cases, the tax rate is 15% of the gross amount of the dividend (under the provisions of the Canada — US Income Tax Convention). The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

10E.3. Disposition of Common Shares

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm’s length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company. The TSX is a prescribed stock exchange under the Tax Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the Business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or (c) the Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect to a capital gain realized on a disposition of a common share must include one-half of the capital gain (taxable capital gain) in computing the Holder’s taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one-half of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

10E.4. United States Taxation

The following summary is a general discussion of the material United States Federal income tax considerations to US holders of our Shares under current law. It does not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our shares is not effectively connected with the conduct of a trade or Business in the United States, shareholders who acquired their stock through the exercise of employee stock

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options or otherwise as compensation, shareholders who hold their stock as ordinary assets and not capital assets and any other non-US holders.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of our shares and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of our shares should consult their own tax advisors about the Federal, state, local, estate and foreign tax consequences of purchasing, owning and disposing of our shares.

US Holders

As used herein, a “US Holder” includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity that is taxable as a corporation for US tax purposes and any other person or entity whose ownership of our shares is effectively connected with the conduct of a trade or Business in the United States. A US Holder does not include persons subject to special provisions of Federal income tax law, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our shares is not effectively connected with conduct or trade or Business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets.

Distributions on our Shares

US Holders receiving dividend distributions (including constructive dividends) with respect to our shares are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits as defined under US Federal tax law, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the US Holder’s United States Federal income tax liability or, alternatively, may be deducted in computing the US Holder’s United States Federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the US Holder’s adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares. Preferential tax rates for net capital gains are applicable to a US Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a US Holder that is a corporation.

With effect from January 1, 2003 and ending December 31, 2010, the United States reduced the maximum tax rate on certain qualifying dividend distributions to 15% (tax rate for low income holders is 5% until 2007 and 0% for 2008 and thereafter). In order for dividends paid by foreign corporations to qualify for the reduced rates, (1) the foreign corporation must meet certain requirements, including that it not be classified as a foreign investment company or a passive foreign investment company for United States federal income tax purposes in either the taxable year of the distribution or the preceding taxable year, and (2) the US Holder must meet the required holding period. In order to meet the required holding period, the US Holder must hold

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our Common Shares for at least 60 days during the 121-day period beginning 60 days before the ex-dividend date.

Dividends paid on our shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A US Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such US Holder owns shares representing at least 10% of our voting power and value. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

In the case of foreign currency received as a dividend that is not converted by the recipient into US dollars on the date of receipt, a US Holder will have a tax basis in the foreign currency equal to its US dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for US dollars, will be ordinary income or loss. However, for tax years after 1997, an individual whose realized foreign exchange gain does not exceed US $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or Business expense (other than travel expenses in connection with a Business trip or as an expense for the production of income).

Foreign Tax Credit

A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our shares may be entitled, at-the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder’s United States Federal income tax liability that the US Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of our shares should consult their own tax advisors regarding their individual circumstances.

Disposition of our Shares

A US Holder will recognize a gain or loss upon the sale of our shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in our shares. This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the US Holder, and will be a short-term or long-term capital gain or loss depending upon the holding period of the US Holder. Preferential tax rates for long-term gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to

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significant limitations. Corporate capital losses (other than losses of corporations electing under Subchapter S or the Code) are deductible to the extent of capital gains. Non-corporate taxpayers may deduct net capital losses, whether short-term or long-term, up to US $3,000 a year (US $1,500 in the case of a married individual filing separately). For US Holders which are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For US Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of our shares:

Passive Foreign Investment Company

As a foreign corporation with US Holders, we could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1296 of the Code, if 75% or more of our gross income in a taxable year is passive income, or the average percentage of our assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%. Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter alia from a PFIC whose Business is actively involved in such commodities; certain foreign currency gains; and other similar types of income. US Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the shares of the PFIC are owned, in addition to treatment of any gain realized on the disposition of shares of the PFIC as ordinary income rather than as a capital gain. However, if the US Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder’s interest therein, the above-described rules generally will not apply. Instead, the electing US Holder would include annually in his gross income his pro rata share of the PFIC’s ordinary earnings and any net capital gain regardless of whether such income or gain was actually distributed. A US Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to US Holders who own their interests in a PFIC through intermediate entities or persons.

The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing US Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases, the basis of our shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. A US Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of the transfer. The specific tax effect to the US Holder and the transferee may vary based on the manner in which our shares are transferred. Each US Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation.

Shareholder Election

These adverse tax consequences may be avoided, if the US Holder has elected to treat the PFIC as a qualified electing fund (a “QEF”) with respect to that US Holder effective for each of the PFIC’s

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taxable years beginning on or after January 1, 1987, which include any portion of the US Holder’s holding period.

The procedure a US Holder must comply with in making an effective QEF election will depend on whether the year of election is the first year in the US Holder’s holding period in which we are a PFIC. If the US Holder makes a QEF election in such first year (i.e. a timely QEF election), then the US Holder may make the QEF election by simply filing the appropriate documents at the time the US Holder files his tax return for such first year. If, however, we qualified as a PFIC in a prior year and the QEF election was not made by the US Holder, then in addition to filing documents, the US Holder must generally recognize gain as if it had sold the QEF stock on the first day of the taxable year in which the QEF election is made, if (i) the US Holder holds stock in the PFIC on that day, and (ii) the US Holder can establish the fair market value of the PFIC stock on that day. The US Holder will treat that deemed sale transaction as a disposition of PFIC stock and will, thereafter, be subject to the rules described below applicable to US shareholders of a QEF.

In general, US shareholders of a QEF are taxable currently on their pro rata share of the QEF’s ordinary income and net capital gain regardless of whether such income or gain was actually distributed. A US Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions.

Mark to Market Election

Effective for tax years of US Holders beginning after December 31, 1997, US Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such US Holder will not be subject to the special taxation rules of PFIC described above for the taxable years for which the mark-to-market election is made. A US Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of our shares as of the close of such tax year over such US Holder’s adjusted basis in such shares. In addition, the US Holder is allowed a deduction for the lesser of (i) the excess, if any, of such US Holder’s adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for our shares included by such US Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a US Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) our shares and we are a PFIC (“Non-Electing US Holder”), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A US Holder’s adjusted tax basis in our shares will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.

The PFIC and QEF election rules are complex. US Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock or the total value of our stock is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of our stock (“United States shareholder”), we could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would cause many complex results including the required inclusion by such United States shareholders in income of their pro rata share of our “Subpart F

103

income” (as specially defined by the Code). If we are both a PFIC and controlled foreign corporation, we will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation. This rule generally will be effective for our taxable years ending with or within such taxable years of United States shareholders. In addition, under Section 1248 of the Code, a gain from the sale or exchange of shares by a US Holder who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of our earnings and profits attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the US Holders of our shares, a more detailed review of these rules is outside of the scope of this discussion.

10F. Dividends and Paying Agents

     Not applicable

10G. Statements by Experts

     Not applicable.

10H. Documents on Display

Copies of the documents referred to in this document may be inspected during normal business hours, at the offices of the Company at Suite 500, 10 King Street East, Toronto, Ontario, Canada. Its telephone number is (416) 572- 2525.

10I. Subsidiary Information

     Not applicable.

ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Note 10 to the Company’s audited financial statements for the year ended December 31, 2009, at Item 17. Financial Statements, for a description of the Company’s (a) market and commodity price risks, (b) foreign exchange risks, (c) interest rate risks, (d) credit risks, and (e) liquidity risks, and how such risks affect the Company.

ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     Not Applicable.

104

PART II

ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

     None.

ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

     None.

ITEM 15: CONTROLS AND PROCEDURES

15.T.1 (a) Disclosure Controls and Procedures of the Company’s Chief Executive Officer

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the general design of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, were satisfactory as of December 31, 2009 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, but that the operation of the Company’s disclosure controls and procedures were ineffective. The impact and the Company’s remediation plan are described below.

15T.2 (b) Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk

105

that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Description and impact of material weakness

In November 2009 the Company identified errors in relation to the recognition of revenue from the Vietnam operations, the translation of opening balances from CAD to USD and the interpretation of the grant date of stock based compensation. As a result changes were made to the original filing for the second quarter of 2009 that were restated and refiled on November 12, 2009. In addition the Company has identified an error relating to the Canadian GAAP to US GAAP reconciliation for the year ended December 31, 2008. This error has been corrected in the financial statements for the year ended December 31, 2009 restated and refiled on July 14, 2010.

Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, and in light of the items identified in the interim financial statements for the second quarter of 2009, and the Canadian GAAP to US GAAP reconciliation as described above, management has concluded that, as of December 31, 2009, the Company lacked sufficient personnel with the required experience and capabilities to complete all necessary control procedures associated with financial reporting and that the Company’s internal controls over financial reporting required modification and were considered ineffective in terms of National Instrument 52-109.

The errors that arose in the 2009 reporting required the Company to refile. This deficiency highlighted the possibility that a material misstatement would possibly not be prevented or detected on a timely basis.

Remediation Plan

Management has evaluated the need for additional resources to support the disclosure controls and financial reporting requirements within the organization and has appointed an experienced Group Controller and subsequent to year end appointed an Internal Control Coordinator to address the issue.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

ITEM 16: AUDIT COMMITTEE

16A. Audit Committee Financial Expert

The Company’s Audit Committee is independent and all members are considered financially literate under Canadian regulatory standards. The Audit Committee is composed of Jon Morda, Leslie Robinson and T. Douglas Willock. The Company considers that the Audit Committee has at least one member, Jon Morda, who would be considered a financial expert.

16B. Code of Ethics

The Company has a Code of Business Conduct and Ethics that was approved by the Company’s Board of Directors on September 19, 2006 which is posted on the following websites: www.olympuspacific.com and www.sedar.com

106

Refer to Exhibit 3.19 for the Code of Business Conduct and Ethics.

16C. Principal Accountant Fees and Services

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years are as follows:

Financial Year			Audit Related
Ending	Audit Fees(1)		Fees(2)		Tax Fees(3)	All Other Fees(4)
2009	$	448,919	$	315,018	Nil	Nil
2008	$	117,850	Nil		Nil	Nil

(1)	The aggregate audit fees billed.
(2)	The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements which are not included under the heading “Audit Fees”.
(3)	The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.
(4)	The aggregate fees billed for products and services other than as set out under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”.

The Audit Committee must approve in advance any non-audit related services provided by the auditor to the Company, and the fees for such services, with a view to ensure independence of the Auditor, and in accordance with applicable regulatory standards, including applicable stock exchange requirements with respect to approval of non-audit related services performed by the auditors; and as necessary, taking or recommending that the Board take appropriate action to oversee the independence of the auditors.

16D. Exemptions From the Listing Standards for Audit Committees

Not Applicable

16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

PART III

ITEM 17: FINANCIAL STATEMENTS

1. Consolidated Balance Sheets of Olympus Pacific Minerals Inc. as at December 31, 2009 and 2008, Consolidated Statements of Operations and Deficit and Cash Flows for each of the three years ended December 31, 2009, 2008, and 2007, reported on by Ernst & Young LLP, Chartered Accountants. These statements are prepared in accordance with Canadian generally accepted accounting principles, which differ in certain respects from United States generally accepted accounting principles. See Note 17 to the consolidated financial statements.

107

ITEM 18: FINANCIAL STATEMENTS

See Item 17. Financial Statements.

ITEM 19: EXHIBITS

19A. Financial Statements

1. Consolidated Balance Sheets of Olympus Pacific Minerals Inc. as at December 31, 2009 and December 31, 2008, Consolidated Statements of Operations and Deficit and Cash Flows for each of the three years ended December 31, 2009, 2008, and 2007, reported on by Ernst & Young LLP, Chartered Accountants. These statements are prepared in accordance with Canadian generally accepted accounting principles, which differ in certain respects from United States generally accepted accounting principles. See Note 17 to the consolidated financial statements.

19B. Exhibits

1.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 1. Articles of Incorporation and By Laws
1.1.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 1.1 Certificates of Status, Amendment, Continuance
1.2.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 1.2 Bylaws as currently in effect.
2.	Instruments defining the rights of holders of equity — refer to exhibit 1 under 19B.
3.	Material Contracts

108

3.1.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.1 — Mining Permit — dated July 22, 1992
3.2.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.2 — Right to Use Land Certificate — dated October 9, 1993
3.3.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.3 — Investment License — No: 140 / GP, dated March 5, 1991 and Amendments
3.4.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.4 — Debt Finance Facility Agreement — dated February 8, 2006
3.5.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.5 — Mining License No 116/GP —BTNMT — dated January 23, 2006
3.6.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.7 — Investment License No. 2355/GP — dated October 20, 2003
3.7.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.8 — Joint Venture Agreement — dated March 5, 2003.
3.8.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.9 — Agreement for Fulfilment of Contract, dated September 16, 2006 and cancellation of agreement on November 27, 2006.
3.9.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.9 — Memorandum of Agreement and Supplement — November 24, 2006
3.10.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.9 — Stock Option Plan — September 12, 2003
3.11.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.13 — Management service agreement with Momentum Resources International Pty Ltd. — dated July 16, 2005 and amendment dated January 28, 2008.
3.12.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.17 — Argor Heraeus Refining Contract — dated January 11, 2005
3.13.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.18 — Dragon Equity and Debt Financing dated December 17, 2004
3.14.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.19 — Assignment Agreement among Ivanhoe Mines Ltd., Zedex Minerals Limited, and Olympus Pacific Minerals, Inc. dated January 1, 2006
3.15.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.20 — Certificate of Incorporation and Articles of Incorporation of Kadabra Mining Corp — May, 2007.
3.16.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.22 — Share Placement Documents dated March 19, 2007
3.17.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.23 — Shareholders Rights Plan — dated June 25, 2007
3.18.	Stock Option Plan — dated June 7, 2007. Reference is made to the Amended Annual Report on Form 20-F for the year ended December 31, 2008, dated February 3, 2010.
3.19.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.25 — Code of Ethics — September 19, 2006

109

3.20.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.27 — Framework of Laos and Cambodia Joint Venture Agreement, July 17, 2007.
3.21.	Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.28 — Exploration License dated January 10, 2008
3.22.	Reference is made to the Amended Registration Statement of Form 20-F-A dated June 29, 2007, submitted to the Securities and Exchange Commission on June 29, 2007 for exhibits 19B.1 - 19B.3.24.
3.23.	Reference is made to the Amended Registration Statement of Form 20-F-A dated July 13, 2007 for exhibit 19B3.25 and November 13, 2007 for exhibits 19B.3.26 and 19B.3.27.
3.24.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.24 Management Service Agreement with Huong Le-Dao dated September 1, 2008.
3.25.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.25 Employment Agreement with Thomas Rodney Pervical Jones dated January 1, 2008.
3.26.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.26 Management service agreement with Orangue Holdings Limited, dated January 1, 2008 to provide the services of David Seton.
3.27.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.27 Management service agreement with Action Management Limited, dated January 1, 2008, to provide the services of Charles Barclay.
3.28.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.28 Management Service Agreement with Wholesale Products Limited, dated January 1, 2008, to provide the services of Peter Tiedemann.
3.29.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.29 Management Service Agreement with Cawdor Holdings Limited, dated January 1, 2008, to provide the services of Russell Graham.
3.30.	Management Service Agreement with Avora Limited as Trustee of Lloyd Beaumont Trust, dated January 1, 2010, to provide the services of Paul Seton.
3.31.	Management Service Agreement with Whakapai Consulting Limited, dated January 1, 2010, to provide the services of S. Jane Bell
3.32.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.30 Employment Agreement with James Hamilton dated January 1, 2008.
3.33.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exchibit 3.31 Bong Mieu Exploration Licence No 2125/GP-BTNMT
3.34.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.32 Gold Export Certificates — dated December 31, 2008
3.35.	Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.33 Addendum 3 to the Refining Contract of November 1st 2005 dated December 10, 2008 between Argor-Hearaeus SA and Bong Mieu Gold Mining Company.
3.36.	Gold Export Certificates — dated December 31, 2009
3.37.	Convertible Loan Note Agreement and attachment dated March 26, 2010
3.38.	Gold Loan Note Agreement dated June 19, 2010

110

3.39.	Zedex Amalgamation Document — reference is made to Form CB filed with the SEC on November 19, 2009.
3.40.	Bau Joint Venture Agreement dated November 2006 and Schedules to Joint Venture Agreement
3.41.	Foreign Investment Committee Approval of Bau Joint Venture dated November 9, 2007
3.42.	Tien Thuan Joint Venture Agreement — dated November 1, 2006

4. List of Subsidiaries

          The Company has the following subsidiaries:

a.	Formwell Holdings Ltd. — incorporated in British Virgin Islands;
b.	Bong Mieu Holdings Ltd. — incorporated in Thailand;
c.	Bong Mieu Gold Mining Company Limited — incorporated in Vietnam (80% owned by Bong Mieu Holdings Ltd.;
d.	Olympus Pacific Vietnam Ltd. — incorporated in British Virgin Islands;
e.	New Vietnam Mining Corporation (NVMC) — incorporated in British Virgin Islands;
f.	Phuoc Sun Gold Company Limited — incorporated in Vietnam (85% owned by New Vietnam Mining Corporation (NVMC);
g.	Olympus Pacific Thailand Ltd. — incorporated in British Virgin Islands;
h.	Kadabra Mining Corp. — incorporated in Philippines;
i.	Olympus Pacific Minerals Inc Vietnam Ltd. — incorporated in Vietnam;
j.	Olympus Pacific Minerals NZ Ltd. — incorporated in New Zealand;
k.	Parnell Cracroft Ltd — incorporated in British Virgin Islands;
l.	GR Enmore Pty Ltd. — incorporated in Australia (acquired as a result of the Zedex transaction which completed on January 12, 2010);
m.	Binh Dinh NZ Gold Company Ltd. — incorporated in Vietnam (acquired as a result of the Zedex transaction which completed on January 12, 2010);
n.	North Borneo Gold Sdn Bhd — incorporated in Malaysia (acquired as a result of the Zedex transaction which completed on January 12, 2010);
o.	Bau Mining Co Ltd — incorporate in Samoa (acquired as a result of the Zedex transaction which completed on January 12, 2010);
p.	KS Mining Ltd — incorporated in Samoa (acquired as a result of the Zedex transaction which completed on January 12, 2010)

5. Consents

5.1. Consent of Terra Mining Consultants and Stevens & Associates

12. Certifications

12.1	Certification of Chief Executive Officer
12.2	Certification of Chief Financial Officer

111

13. Certifications

13.1	Certification of Chief Executive Officer
13.2	Certification of Chief Financial Officer

112

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that is has duly caused and authorized the undersigned to sign this annual report on its behalf.

Olympus Pacific Minerals Inc.
By:	/s/ Peter Tiedemann
	Peter Tiedemann
	Chief Financial Officer

Date: July 15, 2010

113

Olympus Pacific Minerals Inc.

Management’s Responsibility

The accompanying consolidated financial statements, Management’s Discussion and Analysis and all of the other information included in the Annual Report have been prepared by and are the

prepared in accordance with accounting principles generally accepted in Canada and reflect management’s best estimates and judgements based on currently available information. The Company has a system of internal controls designed to provide reasonable assurance that the financial statements are accurate and complete in all material respects. Management believes that the internal controls provide reasonable assurance that our financial information is reliable and relevant, and that assets are properly accounted for and safeguarded from loss.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board exercises its responsibilities through the Audit Committee, appointed by the Board and comprised of independent directors, which meets with the independent auditors to satisfy itself that management’s responsibilities are properly discharged and to review the consolidated financial statements before they are presented to the Board of Directors for approval.

The consolidated financial statements have been audited by Ernst & Young LLP Chartered Accountants. The independent auditors have unrestricted access to the Audit Committee. Their report outlines the scope of their examination and opinion on the consolidated financial statements.

Signed: “David A. Seton”	Signed: “Peter Tiedemann”
David A. Seton	Peter Tiedemann
Chairman and	Chief Financial Officer
Chief Executive Officer	March 31, 2010
March 31, 2010

F-1

Annual Report 2009

Report of Independent Auditors

To the Shareholders of Olympus Pacific Minerals Inc.

We have audited the consolidated balance sheets of Olympus Pacific Minerals Inc. as at December 31, 2009 and 2008, and the consolidated statements of operations and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Olympus Pacific Minerals Inc. as at December 31, 2009 and 2008, and the results of its operations and its cash flows for the each of the three years in the period ended December 31, 2009 in conformity with Canadian generally accepted accounting principles.

As discussed in Note 17 to the consolidated financial statements, the 2008 reconciliation to United States generally accepted accounting principles has been restated. Our report, dated March 31, 2010, on the previously issued consolidated financial statements has been withdrawn.

Chartered Accountants
Licensed Public Accountants

Toronto, Canada
March 31, 2010
(Except for notes 16(b) and 17, as to which the date is July 14, 2010)

F-2

Olympus Pacific Minerals Inc.

Consolidated Balance Sheets

As at	December 31			December 31
(United States dollars)	2009			2008
ASSETS
Current
Cash	$	5,718,725		$	4,161,735
Accounts receivable and prepaid expenses		3,544,182			2,487,361
Inventory (note 12)		3,078,218			3,070,362
		12,341,125			9,719,458
Long-term
Property, plant and equipment (note 6)		9,430,738			10,684,740
Mineral properties (note 3)		7,203,352			7,810,307
Deferred exploration and development costs (note 3)		25,049,053			26,067,847
		41,683,143			44,562,894
		54,024,268			54,282,352
LIABILITIES
Current
Accounts payable and accrued liabilities		4,564,458			3,611,948
Capital lease obligations (note 11)		171,001			570,216
Asset retirement obligation (note 4)		204,716			113,022
		4,940,175			4,295,186
Long-term
Asset retirement obligation (note 4)		770,010			1,046,883
		770,010			1,046,883
		5,710,185			5,342,069
Commitments, contingencies and contractual obligations (note 9)
SHAREHOLDERS’ EQUITY
Equity attributable to equity owners
Share capital (note 7a)		97,318,003			88,904,501
Contributed surplus (note 7a)		6,938,486			6,631,296
Accumulated Other Comprehensive Loss		(2,513,078	)		(2,513,078	)
Deficit		(52,985,295	)		(44,082,436	)
		48,758,116			48,940,283
Non-controlling interest		(444,033	)		—
Total share holders’ Equity		48,314,083			48,940,283
	$	54,024,268		$	54,282,352

For and on behalf	Signed: “David A. Seton”	Signed: “Jon Morda”
of the Board	David A Seton	Jon Morda
March 31, 2010	Chairman &	Director & Chairman
	Chief Executive Officer	of Audit Committee

See accompanying notes to the Consolidated Financial Statements

F-3

Annual Report 2009

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31 (United States dollars)	2009			2008			2007
Sales — Gold	$	16,400,740		$	7,275,324		$	6,509,318
Cost and expenses
Cost of sales		9,448,441			5,820,382			5,138,779
Amortization		4,392,945			2,468,047			1,791,446
Management fees and salaries		2,944,646			2,901,152			2,577,924
Professional and consulting fees		2,429,012			968,020			1,093,681
Travel		581,024			604,493			534,579
Investor relations and promotion and Shareholders’ information		232,090			440,884			565,644
Office and general administrative		559,055			642,076			388,466
Transfer agent and regulatory fees		211,032			187,129			150,175
Royalty expense		884,704			128,650			104,517
General exploration and development		(21,227	)		65,005			69,261
Stock-based compensation (note 7b)		3,569,314			997,336			2,114,536
		25,231,036			15,223,174			14,529,008
Other (income) expense
Interest income		(11,795	)		(551,023	)		(525,090	)
Write-off of deferred exploration costs (note 3)		—			865,779			—
Write-off of deferred transaction costs		—			—			247,010
Loss on disposal of capital asset		211,231			18,340			—
Debt extinguishment cost (note 5)		—			—			50,297
Foreign exchange loss/(gain)		(196,962	)		(330,916	)		527,438
		2,474			2,180			299,655
Loss for the year before tax		(8,832,770	)		(7,950,030	)		(8,319,345	)
Taxation expense
Corporate Income Tax		514,122			—			—
Loss for the year after tax		(9,346,892	)		(7,950,030	)		(8,319,345	)
Currency Translation Adjustment	$	—		$	(12,250,965	)	$	3,287,889
Comprehensive loss	$	(9,346,892	)	$	(20,200,995	)	$	(5,031,456	)
Attributable to:
Equity owners	$	(8,902,859	)	$	(20,200,995	)	$	(5,031,456	)
Non-Controlling Interest	$	(444,033	)	$	—		$	—
	$	(9,346,892	)	$	(20,200,995	)	$	(5,031,456	)
Basic and diluted loss per common share attributable to equity holders	$	(0.0383	)	$	(0.0869	)	$	(0.0251	)
Weighted average number of common shares outstanding		243,834,003			232,402,999			200,364,897

Consolidated Statements of Deficit

For the years ended December 31 (United States dollars)	2009		2008		2007
Deficit
Beginning of the year	$	44,082,436	$	36,132,406	$	27,813,061
Loss for the year attributable to equity owners		8,902,859		7,950,030		8,319,345
Deficit, end of the year	$	52,985,295	$	44,082,436	$	36,132,406

See accompanying notes to the Consolidated Financial Statements

F-4

Olympus Pacific Minerals Inc.

Consolidated Statements of Accumulated Other Comprehensive Loss/(Income)

For the years ended December 31 (United States dollars)	2009		2008			2007
Accumulated other comprehensive loss/(income)
Beginning of the year	$	2,513,078	$	(9,737,887	)	$	(6,449,998	)
Currency Translation Adjustment		—		12,250,965			(3,287,889	)
Accumulated other comprehensive loss/(income), end of the year	$	2,513,078	$	2,513,078		$	(9,737,887	)

Consolidated Statements of Cash Flows

For the years ended December 31 (United States dollars)	2009			2008			2007
Operating activities :
Loss for the year after tax	$	(9,346,892	)	$	(7,950,030	)	$	(8,319,345	)
Items not affecting cash
Amortization		4,392,945			2,468,047			1,791,446
Loss on disposal of capital assets		211,231			18,340			—
Stock-based compensation expense		3,569,314			997,336			2,114,536
ARO Adjustment (net)		(191,454	)		(117,197	)		(39,242	)
Foreign exchange		(28,222	)		(128,494	)		215,013
Write-off of deferred transaction costs		—			—			247,010
Write-off of deferred exploration and mineral property costs		—			865,779			—
Changes in non-cash working capital balances
Accounts receivable and prepaid expenses		(1,056,821	)		(1,844,652	)		580,928
Accounts payable and accrued liabilities		1,052,569			1,258,061			894,407
Inventory		(7,856	)		(2,103,235	)		(629,339	)
Cash used in operating activities		(1,405,186	)		(6,536,044	)		(3,144,586	)
Investing activities :
Deferred exploration and development costs, net		(342,421	)		(8,505,450	)		(7,083,030	)
Acquisition of property, plant and equipment		(1,417,444	)		(4,888,159	)		(1,514,249	)
Cash used in investing activities		(1,759,865	)		(13,393,610	)		(8,597,279	)
Financing activities :
Capital lease payments		(399,215	)		(530,242	)		(342,201	)
Warrants issued		—			—			1,016,893
Shares issued on warrants exercised		—			—			2,228,296
Repayment of debt		—			—			(2,006,405	)
Share issue cost		(154,736	)		16,867			(1,924,113	)
Shares Issued		5,206,056			—			34,265,702
Cash provided by/(used in) financing activities		4,652,105			(513,375	)		33,238,172
Increase/(decrease) in cash during the year		1,487,054			(20,443,029	)		21,496,307
Cash — beginning of the year		4,161,735			24,310,245			3,325,436
Effect of foreign exchange rate changes on cash		69,936			294,519			(511,499	)
Cash — end of the year	$	5,718,725		$	4,161,735		$	24,310,244

See accompanying notes to the Consolidated Financial Statements

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Annual Report 2009

Notes to Financial Statements

1. Nature of Operations

Olympus Pacific Minerals Inc. (the “Company” or “Olympus”) and its subsidiaries are engaged in the acquisition, exploration, development, mining and re-instatement of gold bearing properties in Southeast Asia. The Company focuses its activities on two properties located in Central Vietnam - the Bong Mieu Gold property and the Phuoc Son Gold property.

The Company is considered to be in the development stage as a significant amount of the available funding is directed towards exploration activities and developing projects.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Consolidation

These audited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). These policies are consistent with accounting principles generally accepted in the United States (“USGAAP”) in all material respects except as outlined in note 16. The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant inter-company balances and transactions have been eliminated.

The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant inter-company balances and transactions have been eliminated. Effective from January 1, 2009 the Company changed its functional and reporting currency from Canadian dollars to US dollars. All of the Company’s revenue and the majority of its expenditures are transacted in US dollars. Comparative figures have been converted to United States Dollars from Canadian Dollars using the following rates:

Exchange rate at December 31, 2008	0.8166
Average exchange rate during the year ended December 31, 2008	0.9381
Average exchange rate during the year ended December 31, 2007	0.9304

As a result of restating the 2008 financial statements in United States Dollars a foreign currency difference has arisen which is recognized in shareholders’ equity as accumulated other comprehensive income at December 31, 2008 in the amount of $2,513,078.

Change in Accounting Policies

The Company has adopted the following new Canadian Institute of Chartered Accountants (“CICA”) guidelines effective for the Company’s first quarter commencing January 1, 2009:

Section 3064 — Goodwill and Intangible Assets and Section 3450, Research and Development Costs

In February 2008, the CICA issued Handbook Section 3064, Goodwill and Intangible Assets, replacing Section 3062, Goodwill and Other Intangible Assets. This section provides guidance on the recognition of intangible assets in accordance with the definition of an asset and the criteria for asset recognition as well as clarifying the application of the concept of matching revenues and expenses, whether these assets are separately acquired or internally developed. The standards concerning goodwill are unchanged from the standards included in the previous Section 3062.

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Olympus Pacific Minerals Inc.

Furthermore, the CICA agreed to the withdrawal of Section 3450, Research and Development Costs and incorporated the provisions of the International Accounting Standards, IAS 38, related to research and development costs into Section 3064. Research and development costs are of substantially the same character as other expenditures that need to be evaluated against the criteria for recognition of intangible assets. Accordingly, this standard prohibits the capitalization of costs associated with research activities.

On adopting Section 3064, there was no effect on the consolidated financial statements of the Company.

Mining Exploration Costs (EIC 174)

The Emerging Issues Committee (“EIC”) of the CICA approved abstract EIC 174, “Mining Exploration Costs”, which provides guidance on capitalization of exploration costs related to mining properties in particular, and on impairment of long-lived assets in general. The Company has applied this new abstract in the impairment analysis performed for the year ended December 31, 2009. The adoption of this new accounting policy did not have a material impact on Company’s consolidated financial statements.

Section 1582, Business Combinations; 1601, Consolidated Financial Statements and 1602, Non-Controlling Interests.

In January 2008, the CICA issued Sections 1582, Business Combinations; 1601, Consolidated Financial Statements and 1602, Non-Controlling Interests. These sections replace the former Section 1581, Business Combinations; and Section 1600, Consolidated Financial Statements, and establish a new section for accounting for a non-controlling interest in a subsidiary. Section 1582 and Section 1601 are harmonized with IFRS 3R, Business Combinations; and IAS 27R, Consolidated and Separate Financial Statements.

Section 1582 is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011, with early adoption permitted. Section 1601 and Section 1602 apply to interim and annual consolidated financial statements relating to years beginning on or after January 1, 2011. The Company has early adopted Sections 1582, 1601 and 1602 with effect from January 1, 2009 and has applied this to the business combination transaction that occurred in December 2009. As a result of early adoption of these new standards all costs associated with the amalgamation between Olympus Pacific Minerals NZ Ltd (“Olympus NZ”) and Zedex Minerals Limited (“Zedex”) have been expensed and not capitalized (see Note 16). Early adoption of Sections 1601 did not have an impact on these consolidated financial statements. Early adoption of section 1602 has resulted in the recognition of the allocation of net loss to non-controlling interest for losses incurred at subsidiaries that are not fully owned.

Credit Risk and the Fair Value of Financial Assets and Financial Liabilities (EIC Abstract 173)

In January 2009, the CICA issued EIC Abstract 173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities. The EIC requires the Company to take into account the Company’s own credit risk and the credit risk of the counterparty in determining the fair value of financial assets and financial liabilities, including derivative instruments. This abstract applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 20, 2009. The adoption of this new accounting policy did not have a material impact on Company’s consolidated financial statements.

Financial Instruments — Disclosures (Section 3862)

In June 2009, the Accounting Standards Board (“AcSB”) amended CICA Section 3862, Financial Instruments — Disclosures, to enhance disclosure requirements for fair value measurement of financial instruments and liquidity risks. The amendments require additional disclosure for fair value measurements including the fair value hierarchy into which the fair value measurements are categorized in their entirety. Disclosures must be made for any significant transfers between the Level of the fair value hierarchy and the reasons for those transfers. The standard now requires reconciliation of the beginning balances to the ending balances for those fair value measurements that result from the use of significant unobservable inputs in valuation techniques, disclosing separately changes during the period. It also requires disclosures of the risk related to financial liabilities that are

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Annual Report 2009

settled by delivering cash or other financial assets and a maturity analysis disclosure for derivative financial liabilities based on how an entity manages liquidity risk. The amendments to Section 3862 apply for interim and annual financial statements relating to fiscal years ending on or after September 30, 2009. The Company adopted this amended standard in 2009 and the adoption of this new accounting policy did not have a material impact on Company’s consolidated financial statements.

Future Accounting Changes

In February 2008, the Canadian Accounting Standards Board confirmed the transition from Canadian GAAP to IFRS for all publicly accountable entities no later than fiscal years commencing on or after January 1, 2011. As a result, throughout 2009, the Company undertook a detailed review of the implications of having to report under IFRS and also examined the alternative available to the Company, as a Foreign Private Issuer in the United States and Australia, of filing the primary financial statements in Canada using US GAAP, as permitted by the Canadian Securities rules.

In carrying out this evaluation, we considered many factors, including, but not limited to (i) the changes in accounting policies that would be required and the resulting impact on our reported results and key performance indicators, (ii) the reporting standards expected to be used by many of our industry comparables, and (iii) the financial reporting needs of our market participants, including shareholders, lenders, rating agencies and market analysts.

As a result of this analysis, the Company has determined that it will adopt US GAAP as the primary basis of financial reporting with the first reporting period beginning after January 1, 2010. The Company has already commenced planning and implementation of this transition and the adoption of US GAAP is not anticipated to have a material change on the accounting policies or financial results, except for the reporting differences disclosed in note 17 of our 2009 consolidated financial statements.

Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Critical accounting estimates used in the preparation of the consolidated financial statements involve judgement and are, or could be, affected by significant factors that are beyond management’s control. Actual results could differ from these estimates.

Cash

Over 90 percent of the Company’s cash at December 31, 2009 is comprised of cash deposited with two major financial institutions in Canada, in interest bearing bank deposit accounts. The remaining cash is held in bank deposit accounts in Vietnam, Malaysia, New Zealand and the Philippines.

Mineral properties

The Company’s recoverability of the recorded value of its mineral properties and associated deferred expenses is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale. The Company is in an industry that is dependent on a number of factors, including environmental, legal and political risks, the existence of economically recoverable reserves, the ability of the Company and its subsidiaries to obtain necessary financing to complete the development and future profitable production or the proceeds of disposition thereof.

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Olympus Pacific Minerals Inc.

The Company records its interests in mineral properties and areas of geological interest at cost. All direct and indirect costs, comprised of cash paid and/or the assigned value of share consideration, relating to the acquisition of these interests are capitalized on the basis of specific claim blocks or areas of geological interest until the project to which they relate is placed into production, sold or where management has determined impairment. The capitalized cost of the mineral properties is tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized if it is determined that the carrying amount is not recoverable and exceeds fair value. The net proceeds from the sale of a portion of a mineral project which is sold before that project reaches the production stage will be credited against the cost of the overall project. The sale of a portion of a mineral project which has reached the production stage will result in a gain or loss recorded in the consolidated statements of operations and comprehensive loss. Mineral properties are amortized on the basis of units produced in relation to the proven and probable reserves available on the related project following commencement of commercial production. The recorded amount may not reflect recoverable value as this will be dependent on the development program, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Asset Retirement Obligations

Asset Retirement Obligations (“ARO”) occur as a result of the acquisition, development or construction and normal operation of mining property, plant and equipment, due to government controls and regulations protecting the environment and public safety on the closure and reclamation of mining properties. The recorded ARO reflects the expected cost, taking into account the probability of particular scenarios. The difference between the upper and lower end of the range of assumptions can be significant; and, consequently, changes in assumptions could have a material impact on the fair value of the ARO and future earnings in the period of change. Estimates of cash flow earlier in the mine life are more subjective and significant estimates and judgements are made when estimating the fair value of AROs. Additionally, it is reasonably possible that circumstances could occur during or by the end of the mine life that will require material revisions to the AROs. Management prepares estimates of the timing and amounts of the cash flows when an ARO is incurred. Many factors can cause the expected cash flows to change such as, but not limited to, changes in regulations, laws or enforcement, mine life changes, new facilities, or changes in reserves.

The Company recognizes the fair value of an ARO as a liability, in the period of disturbance or acquisition associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The Company concurrently recognizes a corresponding increase in the carrying amount of the related long-lived asset that is depreciated over the life of that asset. The fair value of the ARO is estimated using the expected cash flow approach discounted at a credit-adjusted risk-free interest rate. Subsequent to the initial measurement, the ARO is adjusted to reflect the passage of time or changes in the estimated future cash flows underlying the obligation. Changes in the obligation due to the passage of time are recognized in income as an operating expense using the interest method. Changes in the obligation due to changes in estimated cash flows are recognized as an adjustment of the carrying amount of the long-lived asset that is depreciated over the remaining life of the asset.

Deferred exploration and development costs

The Company defers all exploration and development expenses relating to mineral projects and areas of geological interest until the project to which they relate is placed into production, sold or where management has determined impairment. These costs will be amortized over the proven and probable reserves available on the related property following commencement of production.

Foreign currency translation

The monetary assets and liabilities of the Company that are denominated in currencies other than the United States dollar are translated at the rate of exchange at the consolidated balance sheet dates and non-monetary items are translated at historical rates. Revenues and expenses are translated at the average exchange rate for the year. Exchange gains and losses arising on translation are included in

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Annual Report 2009

the consolidated statements of operations and comprehensive loss. Effective from January 1, 2009, the Company changed its functional and reporting currency from Canadian dollars to US dollars. All of the Company’s revenue and the majority of its expenditures are transacted in US dollars.

Property, plant and equipment

The Company records building, plant, equipment and infrastructure at cost. Buildings, plant and equipment, and infrastructure involved in service, production and support are amortized, net of residual value, using the straight-line method, over the estimated productive life of the asset. Productive lives for these assets range from 3 to 10 years, but the productive lives do not exceed the related estimated mine life based on proven and probable reserves. Computer hardware and software is amortized using the straight-line method over three years.

In the normal course of its business, the Company has entered into certain leasing arrangements whose conditions meet the criteria for the leases to be classified as capital leases. For capital leases, the Company records an asset and an obligation at an amount equal to the present value at the beginning of the lease term of minimum lease payments over the lease term. In the case of all leasing arrangements, there is transfer of ownership of the leased assets to the Company at the end of the lease term and therefore the Company amortizes these assets on a basis consistent with other owned assets.

Asset impairment — Long-lived assets

The Company reviews and evaluates the carrying value of its mineral properties, property, plant and equipment and deferred exploration and development costs for impairment when events or changes in circumstances indicate that the carrying amounts of related assets or groups of assets might not be recoverable. In assessing the impairment for these assets, if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset, an impairment loss is measured and recorded for the difference between the carrying amount and fair value calculated as the discounted estimated cash flows. All long-lived assets at a particular operation or project are combined for purpose of performing the recoverability test and estimating future cash flows. Future cash flows are based on management’s best estimates of future recoverable mine production using independently verified reserve estimates, expected sales prices (considering current and historical prices), production levels and costs and further expenditures. These cash flows are subject to significant measurement uncertainty and material write-downs could occur if actual results differed from the estimates and assumptions used.

Stock-based compensation

In accordance with Section 3870, the Company uses the fair-value method of accounting for stock options granted to employees and directors. Under this method, the fair value of stock options is estimated at the grant date and is recognized as an expense over the vesting period. Significant assumptions used under the Black-Scholes valuation model, which is used to calculate the fair value of the options, include the expected term and stock price volatility. The term assumption represents the average estimated length of time that the option would remain outstanding before being exercised or forfeited. The Company has used historical data to determine volatility in accordance with the Black-Scholes model. For any assumptions used in option valuation, we update our historical data used to calculate specific assumptions such as expected term, volatility and forfeiture rates and we also update any assumptions that require current market data on an ongoing basis.

The majority of the Company’s stock options vest on the passage of time and continued service requirements. Compensation expense is recognized for these options based on the best estimate of the number of options that are expected to eventually vest and the estimate is revised, if necessary, if subsequent information indicates the expected number of options that vest are likely to differ from initial estimates. The Company applies an estimated forfeiture rate when calculating the expense. Any consideration paid upon the exercise of stock options or warrants plus any previously recognized amounts in contributed surplus is credited to common shares.

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Olympus Pacific Minerals Inc.

The Company had a bonus share program that allows non-executive employees to elect to take their bonus in either cash or double the cash amount in common shares. If the employee chose the share bonus, the common shares will be received one year after the last day of the bonus period. If the employee chose the cash bonus, the cash was received within the same fiscal year. If an employee terminated employment before the one year of service, the bonus reverted back to cash without double up and was paid out on termination. The cash portion of the bonus is recognized as a liability, on a quarterly basis, as the employee services are performed. If the employee elected to be paid in common shares, a further share based equity award is recognized based on the market price of the Company’s shares at the date of grant and is recognized over the one year additional service period as compensation expense and contributed surplus. On the issuance of the shares, the liability plus amounts in contributed surplus are credited to common shares.

Loss per share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during the year.

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is determined assuming that proceeds received on exercise would be used to purchase common shares at the average market price during the period. As there is currently a loss per share, there is no dilutive effect from any of the outstanding options and warrants.

Income taxes

Income taxes are recorded using the liability method. Under the liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Stripping costs

Stripping costs incurred during the production phase of a mine are accounted for as variable production costs that are included in the costs of the inventory produced during the period that the stripping costs are incurred.

Revenue recognition

Revenue from the sale of gold and by-products, such as silver, are recognized when: (i) the significant risks and rewards of ownership have been transferred, (ii) reasonable assurance exists regarding the measurement of the consideration that will be derived from the sales of goods, and the extent to which goods may be returned, and (iii) ultimate collection is reasonably assured. The risks and rewards of ownership for the gold and silver reside with the mine site until the point that gold and silver are uplifted from the gold room at the mine site and the doré bars are consigned for transport to the refinery. The realized sales price per troy ounce of gold is the AM-fixing of the London Bullion Market in US dollars as prescribed under the sales contract.

For accounting purposes, the refining and transport charges are classified as part of cost of sales and revenues from by-products are netted against cost of sales.

Inventory

Inventory is comprised of ore in stockpiles, operating supplies, doré bars and gold in circuit and is recorded at the average cost, determined from the weighted average of the cost of similar items at the

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Annual Report 2009

beginning of a month and the cost of similar items added during the month. Doré bars and gold in circuit inventory cost includes the laid-down cost of raw materials plus direct labour and an allocation of applicable overhead costs. Gold in circuit inventory represents gold in the processing circuit that has not completed the production process, and is not yet in a saleable form.

Ore in stockpiles is measured by estimating the number of tonnes added and removed from the stockpile, the number of contained ounces (based on assay data) and estimated metallurgical recovery rates (based on the expected processing method). Costs are allocated to a stockpile based on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the ore, including applicable overhead, depreciation, depletion and amortization relating to mining operations, and removed at the stockpiles average cost per recoverable unit.

The Company values finished goods, ore in stockpiles, and gold in circuit at the lower of cost or net realizable value.

Interest cost accounting

Interest cost is considered an element of the historical cost of an asset when a period of time is necessary to prepare it for its intended use. The Company capitalizes interest costs to assets under development or construction while development or construction activities are in progress. Capitalizing interest costs ceases when construction of the asset is substantially complete and it is ready for its intended use. In that case, the specific interest rate is used as well as the weighted average interest rate on other obligations if the asset expenditures exceed the specific borrowing.

Financial instruments

Financial instruments are measured at fair value on initial recognition of the instrument. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other financial liabilities.

Fair values are determined directly by reference to published price quotations in an active market, when available, or by using a valuation technique that uses inputs observed from relevant markets. The fair value hierarchy established by Section 3862 Financial Instruments — Disclosures (''Section 3862’’) establishes three levels to classify the inputs to valuation techniques used to measure fair value and is harmonized with disclosure requirements included in ASC Subtopic 820-10 on financial instruments under US GAAP. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 — Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e., quoted prices for similar assets or liabilities).

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Cash

Cash is classified as held-for-trading and recorded at fair value. The fair value is calculated using published price quotations in an active market, where there is one. Otherwise, fair value represents cost plus accrued interest, which is reasonable given its short-term nature.

Accounts receivable, accounts payable, accrued liabilities and capital leases

These are classified as loans and receivables or as other financial liabilities all of which are measured at amortized cost.

Long-term debt

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Olympus Pacific Minerals Inc.

Long-term debt is classified as other financial liabilities and accounted for at amortized cost. Transaction costs related to issuing debt are netted against the loan facility.

3. Mineral Properties and Deferred Exploration and Development Costs

							Deferred Exploration and
	Mineral Properties						Development Costs
December 31	2009			2008			2009			2008
Bong Mieu Gold Co(4)	$	3,219,595		$	3,220,670		$	11,270,751		$	9,271,355
Phuoc Son Gold Co(3)		4,993,450			4,995,064			15,465,134			17,100,323
Capcapo		—			—			—			753,656
Other		—			—			914			914
		8,213,045			8,215,734			26,736,799			27,126,248
Accumulated amortization (1)		(1,009,693	)		(405,427	)		(1,687,746	)		(304,745	)
Write-off (2)		—			—			—			(865,779	)
Foreign Exchange Adjustment		—						—			112,123
Total	$	7,203,352		$	7,810,307		$	25,049,053		$	26,067,847

(1)	Accumulated amortization relates to the Bong Mieu central mine which commenced commercial production on October 1, 2006 and the Phuoc Son mine which commenced commercial production on October 1, 2009.
(2)	Write-off of $865,779 of deferred exploration costs in 2008 relates to the Capcapo property where exploration activities have been halted due to the uncertainty of the current economic climate and the outcome of community consultation.
(3)	Deferred exploration and development costs are net of revenues and costs associated with ore mined and processed during the period prior to commercial operations of $3,056,091 for the 2009 year.
(4)	Deferred exploration and development costs include net revenues and costs associated with ore mined and processed during the period prior to commercial operations of $95,637 for the 2009 year.

Bong Mieu Gold Property

The Company holds Mining and Investment Licences covering 30 square kilometres within the Bong Mieu gold property area. The Investment Licence covers three deposits: Bong Mieu Central Gold mine (an open pit), Bong Mieu East (a potentially open-pit deposit) and Bong Mieu Underground (an underground deposit). Olympus acquired this project in 1997. Olympus owns 80 percent and the Company’s Vietnamese partner owns 20 percent of the Bong Mieu property. The Company constructed the Bong Mieu Central open pit mine and associated infrastructure in 2005 and 2006, and commercial gold production commenced in the fourth quarter of 2006. The Company pays a royalty equal to 3 percent of the sales price to the Vietnam Government. In 2009 and 2008 the Company also paid a 2 percent royalty based on 80 percent of the revenues of Bong Mieu to Zedex Minerals Limited. The Bong Mieu Underground property was put into commercial production in the second quarter of 2009.

Phuoc Son Gold Property

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Annual Report 2009

The Company holds an 85 percent interest in the Phuoc Son Gold Project with a focus of exploration, development and production of gold and other potential minerals in the specified project area, located in Phuoc Son and Nam Giang districts in the Quang Nam Province. In 2003, the Company’s subsidiary, New Vietnam Mining Company (“NVMC”), entered into a joint venture with Mien Trung Industrial Company (“Minco”), a mining company controlled by the local provincial government, to form the Phuoc Son Gold Company (“PSGC”). PSGC has an investment license on the Phuoc Son property. NVMC’s initial interest in PSGC is 85 percent and Minco has a 15 percent interest. The Vietnamese partners have not, at this stage, paid their share of the funding requirements. Joint venture profits are to be shared in proportion to ownership once funding requirements are met. After five years, from the end of the period in which PSGC makes a profit for 12 consecutive months, Minco can increase its interest by 15 percent to 30 percent if Minco chooses to acquire such interest from NVMC by paying fair market value. After 20 years, Minco can increase its interest to a total of 50 percent if Minco chooses to acquire such additional 20 percent interest from NVMC by paying fair market value. Fair market value shall be determined by using an independent accounting firm to perform the fair market value assessment and that assessment will be considered final and binding for both parties. If Minco does not proceed on exercising its right of acquisition within three months from the dates of entitled acquisition, Minco will be considered as having waived its right to acquire the interest.

Ore mined from Phuoc Son is currently being trucked to the Bong Mieu processing facility under a temporary trucking permit received on March 17, 2009. The temporary trucking permit expired on May 18, 2009 during which time Phuoc Son was permitted to truck up to 12,000 tonnes of ore. The Phuoc Son mining licence received mid September 2009 and effective to December 31, 2010 includes amongst others permission to truck a specified volume of ore from Phuoc Son to Bong Mieu during the full licence period. The Phuoc Son Gold Property was put into commercial production in the fourth quarter of 2009.

4. Asset Retirement Obligation

	December 31,			December 31,
	2009			2008
Balance, beginning of the year	$	1,159,905		$	699,842
Liabilities incurred		(168,339	)		402,036
Liabilities settled and adjusted		(129,640	)		(145,013	)
Foreign exchange adjustment		6,275			160,046
Accretion		106,525			42,994
Balance, end of the period		974,726			1,159,905
Current portion		204,716			113,022
Non-current portion	$	770,010		$	1,046,883

The asset retirement obligation relates to the Bong Mieu and Phuoc Son properties in Vietnam. The Company estimated the cost of rehabilitating the sites at a discounted value of $974,726 ($1,114,851 undiscounted) over the next 8 years. Such estimated costs have been discounted using a credit adjusted risk-free rate of 6.9 percent. At December 31, 2009 the area of land needing to be regenerated at Bong Mieu was surveyed, this resulted in a downward adjustment to the asset retirement obligation as the actual area of land requiring regeneration was significantly less than that previously estimated.

The $974,726 will be spent as follows: 2010 — $204,716; 2011 — $179,188; 2012 — $128,243; 2013 — $430,843; 2014 — $16,397 and 2015 and thereafter — $15,339.

5. Loan Facility

The Non-Revolving Debt Facility was repaid in full in 2007.

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Olympus Pacific Minerals Inc.

6. Property, Plant and Equipment

	December 31, 2009						December 31, 2008
			Accumulated		Net book				Accumulated		Net book
	Cost		depreciation		value		Cost		depreciation		value
Building	$	917,564	$	605,271	$	312,293	$	884,337	$	360,726	$	523,611
Leasehold improvements		123,433		104,234		19,199		122,644		67,100		55,544
Machinery and equipment		9,060,946		3,883,501		5,177,445		7,112,255		2,332,826		4,779,429
Office equipment, furniture and fixtures		987,863		719,380		268,483		1,030,157		613,132		417,025
Vehicles		370,251		307,426		62,825		363,505		238,101		125,404
Infrastructure		4,422,529		1,831,897		2,590,632		3,313,310		1,043,317		2,269,993
Capital Assets in progress		999,861		—		999,861		2,513,734		—		2,513,734
	$	16,882,447	$	7,451,709	$	9,430,738	$	15,339,942	$	4,655,202	$	10,684,740

7. Capital Stock

Capital Management

The Company defines capital that it manages as its shareholders equity. In the past year, the Company has raised $5.2M cash by issuing equity instruments. The Company’s objectives when managing capital are to safeguard the entity’s ability to continue as a going concern, so that it has the ability to provide returns for shareholders in the future and support its long term growth strategy.

The Company’s capital structure reflects the requirements of a company focused on significant growth in a capital intensive industry. The Company may face lengthy development lead times, as well as risks associated with raising capital, rising capital costs and timing of project completion because of the availability of resources, permits and other factors beyond its control. The operations are also affected by potentially significant volatility of the gold mineral cycles.

The Company continually assesses the adequacy of its capital structure and makes adjustments within the context of its strategy, the mineral resources industry, economic conditions and the risk characteristics of our assets. To adjust or maintain the capital structure, the Company may obtain additional financing or issue new equity instruments.

The Company, at this stage, manages its capital structure by performing the following:

• Maintaining a liquidity cushion in order to address the operational and/or industry disruptions or downturns;

• Preparing detailed budgets by project that are approved by the Board for development, exploration and corporate costs;

• Routine internal reporting and Board meetings to review actual versus budgeted spending; and

• Detailed project financial analysis to determine new funding requirements.

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Annual Report 2009

At December 31, 2009, the Company has no debt and a cash balance of $5,718,725 [December 31, 2008 — $4,161,735] which exceeds the minimum liquidity cushion as determined by management and is sufficient to meet current budgeted operating expenditures.

Total managed capital as at December 31, 2009 was $48,697,567 [December 31, 2008 — $48,940,283]. The Company has no obligation to pay dividends on share capital. There have been no changes to the Company’s approach to capital management during the year.

Refer to note 16 for shares issued subsequent to December 31, 2009 as part of the amalgamation between Olympus Pacific Minerals NZ Limited and Zedex Minerals Limited.

a) Common Shares

The Company is authorized to issue an unlimited number of common shares with one vote per share and no par value per share. The following table shows movements in the capital stock of the Company for the years ended December 31, 2009 and 2008.

	Number of		Amount
	Shares		$
Common shares, January 1, 2008		232,377,011	$	88,860,318
Share Issue Costs		—		19,375
Bonus common shares issued		46,090		24,808
Common shares, December 31, 2008		232,423,101	$	88,904,501
Bonus common shares issued		784,480		343,537
Private Placement (1)		16,216,216		3,000,000
Common shares issued		52,734		3,375
Exercise of options (2)		18,982,248		5,221,326
Share issue costs (1)		—		(154,736	)
Common shares, December 31, 2009		268,458,779	$	97,318,003

(1)	In May 2009 the Company completed a non-brokered private placement of 16,216,216 shares at a price of US$0.1850 per share, for gross proceeds of $3,000,000 and net proceeds of $2,845,264. Agents for the private placement were paid a cash commission of 5 percent of the gross proceeds of the placement.
(2)	In December 2009 several officers of the Company exercised their 2009 options.

The following table shows movements in contributed surplus of the Company for years ended December 31, 2009 and 2008.

	December 31			December 31
	2009			2008
Balance, beginning of the period	$	6,631,296		$	5,582,694
Options granted and vested during the year		3,569,313			949,795
Options exercised during the year		(3,018,645	)		—
Bonus common shares granted and vested during the year		—			109,362
Bonus common shares issued		(149,851	)		(10,555	)
Tax recovery on expiry of warrants		(93,627	)		—
Balance, end of the period	$	6,938,486		$	6,631,296

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Olympus Pacific Minerals Inc.

b) Stock Options

On June 7, 2007, the shareholders approved a new stock option plan to replace the existing plan. Under the plan, options to purchase shares of the Company may be granted to directors, officers, employees and consultants of the Company. The maximum number of shares that may be issued under the plan is 12 percent (on a non-diluted basis) of the Company’s issued and outstanding shares. Options granted under the plan have a maximum term of five years and vesting dates are determined by the Board of Directors on an individual basis at the time of granting.

The following table provides a summary of the stock option activity for the years ended December 31, 2009 and December 31, 2008.

	December 31, 2009					December 31, 2008
				Weighted Average					Weighted Average
	Number			Exercise		Number			Exercise
	of Options			Price $CAD		of Options			Price $CAD
Outstanding, beginning of the period		19,589,184			0.52		17,592,334			0.53
Granted		20,755,560			0.12		4,121,850			0.42
Exercised		(18,982,248	)		0.12		—			—
Cancelled/ Expired		(3,150,000	)		0.43		(2,125,000	)		0.42
Outstanding, end of the period		18,212,496			0.50		19,589,184			0.52
Options exercisable at the end of the period		15,531,262			0.51		14,789,890			0.52

The following table summarizes information about the stock options outstanding for the year ended December 31, 2009.

Options Outstanding							Options Exercisable
	Number				Weighted
Range of	Outstanding		Weighted		Average		Number
Exercise	As at		Average		Exercise		Exercisable		Weighted Average
Prices	Dec 31,		Remaining		Price		As at		Exercise Price
$CAD	2009		Life (years)		$CAD		Dec 31, 2009		$CAD
$0.12		1,773,312		4.01		0.12		1,773,312		0.12
$0.30 - 0.36		3,530,000		0.84		0.33		3,530,000		0.33
$0.40 - 0.45		4,350,184		1.97		0.40		1,835,617		0.41
$0.50 - 0.55		459,000		1.60		0.53		459,000		0.53
$0.60 - 0.65		3,850,000		2.60		0.65		3,683,333		0.65
$0.75		4,250,000		2.26		0.75		4,250,000		0.75
		18,212,496				0.50		15,531,262		0.51

During the year ended December 31, 2009, 20,755,560 options were issued and valued for accounting purposes throughout the year using the Black-Scholes calculation, at $3,300,646. The Black-Scholes calculations used a risk free rate of 0.5 to 0.8 percent, had an expected life 5 years, volatility of 94 percent — 100.6 percent and gave option values of CAD$0.09 — CAD$0.26.These options have an exercise price of CAD$0.12. The exercise price of these and most of the other outstanding options was determined based on the Volume Weighted Average Price (“VWAP”) which is the listing of the stock activities for five business days from the grant date. The vesting period for the most of the

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Annual Report 2009

remaining outstanding options is: 1/3 on date of grant; 1/3 after 12 months from the grant date and another 1/3 after 24 months from the grant date.

The total stock based compensation expense recognized for stock options during the year ended December 31, 2009 is $3,569,314 [2008 — $997,336; 2007- 2,114,536].

c) Warrants

The following table shows movements in number of warrants of the Company for the years ended December 31, 2009 and December 31, 2008.

	December 31, 2009					December 31, 2008
				Weighted Average
				Exercise					Weighted Average
	Number			Price		Number			Exercise
	of Warrants			$CAD		of Warrants			Price $CAD
Outstanding, beginning of the period		19,554,716			0.80		21,344,716			0.78
Granted		—			—		—
Exercised		—			—		—
Expired1		(19,554,716	)		0.80		(1,790,000	)		0.58
Outstanding, end of the period		—			—		19,554,716			0.80

1. The warrants that expired related to the August 10, 2007 private placement. (2008 relates to the March 31, 2007 private placement)

d) Bonus Share Program for Non-Executive Employees

In 2008, for the bonus period from July 15, 2007 to January 15, 2008, employees who opted for their bonus to be paid in common shares are entitled to receive, subject to a 1 year service requirement, 366,600 common shares on January 15, 2009. On the grant date, the fair value of these share awards including the cash bonus is $176,600.

The total compensation expense recognized for the bonus share program for the year ended December 31, 2009 was nil [2008 — $122,530].

e) Deferred Share Units

In second quarter 2008, the Company set up a deferred share unit plan for the non-executive members of the Board of Directors. Under this plan, fees are paid as deferred share units [“DSUs”] whose value is based on the market value of the common shares. Under terms of the plan, the DSU plan will be an unfunded and unsecured plan. The deferred share units are paid out in cash upon retirement/resignation. The value of DSU cash payment changes with the fluctuations in the market value of the common shares. Compensation expense for this plan is recorded in the year the payment is earned and changes in the amount of the deferred share unit payments as a result of share price movements are recorded in management fees and salaries in the consolidated statements of operations in the period of the change. Total DSUs outstanding as at December 31, 2009 were 712,070 units. 482,760 DSUs were granted during the year ended December 31, 2009. Liabilities related to this plan are recorded in accrued liabilities in the consolidated balance sheet and totalled $203,260 as at December 31, 2009. Compensation expense related to this plan for the year ended December 30, 2009 was $237,598.

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Olympus Pacific Minerals Inc.

8. Related Party Transactions and Loans

The Company entered into the following related party transactions during the 2009 year and loans as at December 31, 2009:

	Year-to-date December 31
	2009		2008
Consulting and legal fees	$	184,852	$	103,804
Management fees	$	916,409	$	834,755
Reimbursement of expenses	$	390,048	$	282,955
Royalties	$	128,746	$	134,177
Loans	$	1,563,753		—

As at December 31, 2009, accounts payable was nil and accrued expenses were $595,850 in respect of these transactions.

These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties. The above figures represent amounts either paid or accrued.

Legal and consulting fees

Consulting services were provided by Jura Trust and Spencer Enterprises Limited which were associated with John Seton, a director of the Company. Legal services were provided by Claymore Law where John Seton is a principal. The services provided are not under contract as the consulting and legal services are provided when required.

Management fees and reimbursement of expenses

Management fees and reimbursement of expenses were incurred on behalf of the Company to companies controlled by officers of the Company. The companies that were paid for management fees and reimbursement of expenses include the following: Orangue Holdings Limited associated with David Seton in 2009 and 2008; Wholesale Products Trading Limited associated with Peter Tiedemann in 2009 and 2008; Momentum Resources International Pty Limited associated with Colin Patterson in 2009 and 2008; Action Management Limited associated with Charles Barclay in 2009 and 2008, and Cawdor Holdings Limited associated with Russell Graham in 2009 and 2008.

Expenses that were reimbursed include the following costs: airfare, accommodation, meals, car rental, telecommunications, computer, training courses, conferences and licenses.

Royalties

On January 1, 2006, Zedex Minerals Limited (Zedex) (a significant shareholder of the Company) was assigned a 2 percent gross production royalty, on the Bong Mieu sales, less incremental costs when Ivanhoe assigned to Zedex all its rights, title and interest in and to the debt, gross production royalties and royalty agreement. The royalty was calculated as 2 percent of the net sales amount equal to the revenues for gold and silver less refining and delivery costs.

Loans

As part of the amalgamation with Zedex (see Note 16), Olympus advanced funds in December to enable settlement of creditors at year end. The balance advanced to Zedex and its subsidiaries at December 31, 2009 is recognised in Accounts Receivable.

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Annual Report 2009

9. Commitments, Contingencies and Contractual Obligations

As at December 31, 2009

			Less than								Year 5 and
Payment Due	Total		one year		Year 2		Year 3		Year 4		thereafter
Capital lease obligations		171,001		171,001		—		—		—		—
Operating leases		628,758		192,242		114,969		114,312		99,235		108,000
Purchase obligations — supplies & services		3,520,340		3,519,480		860		—		—		—
Purchase obligations — capital		—		—		—		—		—		—
Asset retirement obligations		974,726		204,716		179,188		128,243		430,843		31,736
Total	$	5,294,825	$	4,087,439	$	295,017	$	242,555	$	530,078	$	139,736

In the normal course of business, the Company is subject to various legal claims. Provisions are recorded where claims are likely.

10. Financial Instruments

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and capital lease obligations. The carrying amount of cash, receivables, capital leases, payables and accruals is a reasonable approximation of fair value due to their short-term maturities. Cash is recorded at fair value, which is classified as a Level 1.

The Company’s activities expose it to a variety of financial risks; market risk (including foreign exchange and interest rate risks), commodity price risk, credit risk, political and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The Company’s corporate office and foreign operations evaluate financial risks. Material risks are monitored and are regularly discussed with the Audit Committee of the Board of Directors.

Market and commodity price risk

The profitability of the operating mine of the Company is related to the market price of gold and silver. At present, the Company does not use derivative instruments. The Company’s market risk exposure, for metal prices and exchange rates, with respect to its accounts receivable is minimal as payment is typically received within one week of shipment.

During the year the Company sold gold at the weighted average price of US$1,005 per ounce. A change of US $100 in the gold price per ounce the Company received would have changed the Company’s net loss by approximately $2,419,800 in 2009.

Foreign exchange risk

The Company operates in Canada, Vietnam, Malaysia, Australia, New Zealand and the Philippines. The functional and reporting currency of the parent company effective from January 1, 2009 has been changed to the US dollar. The functional currency of significant subsidiaries is also in US dollars. The subsidiaries transact in a variety of currencies but primarily in the US dollar and Vietnamese Dong.

F-20

Olympus Pacific Minerals Inc.

The most significant transaction exposure arises in the corporate office in Canada. The balance sheet of the corporate office includes US and Canadian dollar cash. The corporate office is required to revalue the US dollar equivalent of the Canadian dollar cash at each period end. Foreign exchange gains and losses from the cash are recorded in earnings.

Based on the balances as at December 31, 2009, a 1 percent increase (decrease) in the exchange rates on that date would have resulted in a (decrease) increase of approximately $22,258 in earnings before income. There would be no effect in other comprehensive income.

At present, the Company does not hedge foreign currency transaction or translation exposures.

Interest rate risk

The Company was previously exposed to interest rate risk as interest on the variable interest rate US$2 million loan facility fluctuated due to changes in the LIBOR market interest rates. The loan was repaid in full on June 27, 2007.

There were no derivative instruments related to interest rates outstanding as at December 31, 2009 and December 31, 2008.

Credit risk

Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to customers, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The Company minimizes its exposure by holding cash with two major financial institutions in Canada.

One customer accounts for all sales and trade accounts receivable. Credit risk exposure is mitigated because the Company can sell the gold doré bars it produces to many different refineries and payment from the refinery is typically received within one week of shipment. The Company’s receivables are all current.

Liquidity risk

Liquidity risk arises through excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and cash equivalents. As at December 31, 2009, the Company was holding cash and cash equivalents of $5,718,725 [December 31, 2008 — $4,161,735]. Over 90 percent of the Company’s cash balance is comprised of cash deposited with two major Canadian financial institutions in interest bearing bank deposit accounts. A table of commitments and contractual obligations of the Company are presented in note 9.

11. Capital Lease Obligations

The Company has capital leases for projects related to the Bong Mieu and Phuoc Son properties.

	December 31,			December 31,
	2009			2008
Total minimum lease payment	$	171,001		$	570,216
Less: current portion		(171,001	)		(570,216	)
	$	—		$	—

The capital lease obligations were renegotiated during the 2009 year.

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Annual Report 2009

12. Inventory

	December 31,		December 31,
	2009		2008
Doré Bars	$	259,524	$	155,518
Ore in stockpiles		524,978		311,371
Gold in circuit		26,115		174,375
Mine operating supplies		2,267,601		2,429,098
Total	$	3,078,218	$	3,070,362

No inventory write-down has been recognized during 2009.

13. Income Taxes

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

	2009			2008			2007
Loss	$	(8,833,000	)	$	(7,950,000	)	$	(8,319,000	)
Expected tax benefit		(2,915,000	)		(2,662,000	)		(2,839,000	)
Issue costs		(304,000	)		(276,000	)		(321,000	)
Foreign tax differential		111,000			200,000			(785,000	)
Foreign exchange on Vietnam losses		—			1,174,000			—
Non-deductible portion		1,192,000			(1,635,000	)		1,981,000
Other		204,000			812,000			—
Benefit of current year loss not recognized		2,226,000			2,387,000			1,964,000
Total income tax expense	$	514,000		$	—		$	—

The components of the Company’s future income tax assets are as follows:

	2009			2008			2007
Non-capital losses carried forward	$	7,576,000		$	7,288,000		$	5,332,000
Issue costs		500,000			616,000			707,000
Capital assets		53,000			64,000			49,000
Resource related deductions		500,000			572,000			592,000
Future income tax asset		8,629,000			8,540,000			6,680,000
Future income tax liability		(329,000	)		(1,712,000	)		—
Net future income tax asset		8,300,000			6,828,000			6,680,000
Valuation allowance		(8,300,000	)		(6,828,000	)		(6,680,000	)
Net future income tax asset	$	—		$	—		$	—

The Company has non-capital loss carryforwards of $33,124,000 (2008 — $29,136,000), the benefits of which have not been recognized in these financial statements and which can be used to reduce future taxable income in the years up to and including 2029.

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Olympus Pacific Minerals Inc.

Non-capital loss carryforwards	Year of loss		Note		Amount		Expiry Date
Canada		2009		1		2,510,000		2029
Vietnam		2009		2		2,228,000		2014
Canada		2008		1	$	3,201,000		2028
Vietnam		2008		2		1,308,000		2013
Canada		2007		1	$	7,605,000		2027
Vietnam		2007		2		1,342,000		2012
Canada		2006		1		2,654,000		2026
Vietnam		2006		2		8,059,000		2011
Canada		2005		3		1,088,000		2015
Canada		2004		3		2,313,000		2014
Canada		2003		4		816,000		2010
Total non-capital loss carryforwards					$	33,124,000

(1)	— Loss carryforward of 20 years
(2)	— Vietnam has a loss carryforward of 5 years
(3)	— Loss carryforward of 10 years
(4)	— Loss carryforward of 7 years

Subject to certain restrictions, the Company also has resources expenditures available to reduce taxable income in future years. Future tax benefits which may arise as a result of these non-capital losses and resources have not been recognized in these consolidated financial statements.

With respect to the Company’s foreign subsidiaries, Vietnamese tax laws are open to interpretation and, in respect to mining locations, there are no clear precedents. Management considers that the Company has made an adequate provision for liabilities to the Vietnamese Government based on correspondence with the Vietnamese authorities and external advice received, there is however a risk that additional payments will be levied on the Company.

14. Memorandum of Agreement

On November 23, 2006, a Memorandum of Agreement and Supplement to Memorandum of Agreement (collectively, the “MOA”) was signed with Abra Mining and Industrial Corporation (“AMIC”) and Jabel Corporation (“Jabel”) which allows the Grantee (defined as the Company and “a Philippine national corporation to be identified by the Company”) to acquire an option to earn a 60 percent interest in the Capcapo Property (as defined below) upon completing a specified level of expenditures on the Capcapo Property. All previously capitalized costs in relation to this project have been written-off in 2008, refer to note 3.

15. Comparative Consolidated Financial Statements

The comparative consolidated financial statements have been reclassified from statements previously presented to conform to the presentation of the 2009 consolidated financial statements. Professional and consulting fees are now reported jointly and Investor relations, promotion and Shareholder information is now jointly reported. Assets previously recorded as property, plant and equipment were reclassified to deferred development and exploration in the amount of $991,336 for the year ended December 31, 2008.

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Annual Report 2009

16. Material Events After the Balance Sheet Date

The following material events have occurred subsequent to December 31, 2009:

a)  •	On January 12, 2010, the Company and Zedex amalgamated and Zedex Shareholders shares were cancelled and they were allocated 1 common share in Olympus in exchange for 2.4 common shares in Zedex. Total consideration for the amalgamation amounted to approximately US$34.8 million, and was paid to Zedex shareholders by way of redistribution of the 65,551,043 Olympus shares that Zedex already held along with the issuing of a further 54,226,405 new Olympus shares. In addition, 4,395,835 stock options were issued by Olympus to compensate the cancellation of Zedex options. The 54,226,405 new common shares in Olympus were issued on January 25, 2010.
	Zedex management staff were provided with contracts with Olympus. Mr. Leslie Robinson, director of Zedex, was appointed to the Board of Olympus on December 17, 2009. Mr. Rodney Murfitt, formerly Chief Geologist for Zedex, became Group Exploration Manager for Olympus. Mr. Paul Seton, formerly CEO of Zedex, became Senior Vice President Commercial for Olympus and Ms. Jane Bell (previously Baxter), formerly CFO and Company Secretary for Zedex, became Vice president Finance for Olympus.
	All costs associated with the amalgamation have been expensed during the year, these being recorded in professional and consulting fees in the consolidated statement of operations and comprehensive loss.
	The acquisition will be accounted for as a business combination with Olympus being identified as the acquirer. The purchase method of accounting will be used and earnings will be consolidated from the acquisition date. The Company is in the process of evaluating the fair value of assets acquired and liabilities assumed, including goodwill, if any. As a result of this acquisition, the Company will no longer have the obligation to pay the 2 percent royalty to Zedex.
•	On January 4, 2010 the Company issued 3,702,629 options to officers of the Company in relation to their 2010 management contracts. The options vest immediately, have an exercise price of CAD$0.40 and can be exercised on or before December 31, 2014.
•	In 2010 the Company agreed to issue 951,703 common shares in settlement of AUD$319,335 consultancy fee related to the amalgamation with Zedex. The fee is included in accounts payable at December 31, 2009.
•	In March 2010 the Company entered into a Securities Purchase Agreement with an independent investor for the issue of CAD$10,000,000 and a maximum of CAD$12,750,000 of Units. The funds will be used in the establishment of a processing plant at Phuoc Son. Each Unit consist of: (i) a nine (9) percent subordinated unsecured convertible promissory note of the Company in the aggregate principal amount of CAD $0.84 per unit, which is convertible into shares of the Company’s common stock, with no par value at CAD $0.42 per share, and (ii) two (2) separate common stock purchase warrants, the first of which is fully vested and immediately exercisable for the purchase of one share of Common Stock at an exercise price of CAD $0.50 per share and the second of which is exercisable for the purchase of two shares of Common Stock at an exercise price of CAD $0.42 per share. On March 26, 2010, the Company closed this transaction and received CAD$11,729,988 in net proceeds.
b)  —	In June 2010 the Company completed the placement of US$21.96 million of Gold Delivery Notes. The funds will be used for the construction of a processing facility at the Company’s Phuoc son and Bong Mieu Mines in Vietnam, general exploration and corporate purposes. Each Gold Delivery Unit consists of: (i) an eight percent (8%) senior secured redeemable gold delivery promissory note of the Company (each, a “Note” and, collectively, the “Notes”) in the stated or deemed principal amount of US$10,000, and (ii) a detachable common stock purchase warrant (each, a “Warrant” and, collectively, the “Warrants”) for the purchase of 3,470 common shares (“Common Shares”), exercisable on or before May 31, 2013 at an

F-24

Olympus Pacific Minerals Inc.

	exercise price of CAD $0.60 per share (subject to standard anti-dilution adjustment). The Warrants may be exercised on a “cashless” or “net exercise” basis at the option of the holder.
	The Notes mature on May 31, 2013 (the “Maturity Date”), bear interest at the rate of 8% per annum, and are secured obligations of the Company.
•	In May 2010 the Company increased the quantum of shares reserved with the Toronto Stock Exchange to the maximum allowable for issuance upon the exercise of stock options granted pursuant to the term’s of its Stock Option Plan as approved by the TSX.
•	In May 2010 shareholders approved the issue of 3,000,000 incentive stock options to Directors of the Company and 350,000 incentive stock options to the Company Secretary, each option exercisable for a period of five years for the purchase of one common share of the Company at a price of CAD$0.42 per common share.
•	In May 2010 shareholders approved the issue of 3,000,000 incentive stock options to Directors of the Company and 350,000 incentive stock options to the Company Secretary, each option exercisable for a period of five years for the purchase of one common share of the Company at a price of CAD$0.60 per common share.

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Annual Report 2009

17. Differences from Generally Accepted Accounting Principles- Restated

These consolidated financial statements have been prepared in accordance with Canadian GAAP. A reconciliation of our income statements, balance sheets and statements of cash flows between US GAAP and Canadian GAAP is presented below together with a description of the significant measurement differences affecting these financial statements.

a) Exploration and development expenditures

For Canadian GAAP purposes, the Company capitalizes exploration and development costs incurred in relation to the ore bodies on its properties after proven and probable reserves have been found as well as on properties where the Company has found non-reserve material that does not meet all the criteria required for classification as proven or probable reserves. The determination as to whether the existence of non-reserve material should result in the capitalization of ore body exploration and development costs is based on various factors, including: the existence and nature of known mineralization; the location of the property (for example, whether the presence of existing mines and ore bodies in the immediate vicinity increases the likelihood of development of a mine on the property); the results of recent drilling on the property; and the existence of a pre-feasibility or feasibility study or other analysis to demonstrate that mineralization is expected to be commercially recoverable.

Under US GAAP, exploration expenditures (as defined below) incurred in relation to ore bodies on properties where mineralization has not been classified as a proven and probable reserve under Securities Exchange Commission (“SEC”) Industry Guide No.7 are expensed as incurred. Accordingly, certain expenditures are capitalized for Canadian GAAP purposes but are expensed under US GAAP. As a result, any related amortization, impairment charges or write-offs on deferred exploration costs under Canadian GAAP would be reversed under US GAAP as these costs have already been expensed. The costs of acquiring mineral properties and mineral rights are capitalized under US GAAP.

In 2008 Phuoc Son reported proven and probable reserves and completed a positive feasibility study as announced on April 1, 2008. Since this time all development costs relating to proven and probable reserves on the property have been capitalized under US GAAP, totaling $4,797,776. No development costs have been capitalized relating to Bong Mieu as no feasibility study has been completed.

Exploration expenditures relate to costs incurred to evaluate and assess deposits that have been identified as having economic potential, including exploratory drilling. Expenditures on exploration activity conducted at greenfield sites are expensed as incurred. Exploratory drilling and related costs are capitalized when incurred at brownfield sites where the activities are directed at obtaining additional information on the ore body that is classified within proven and probable reserves. Costs incurred at brownfield sites that meet the above criteria are capitalized as ore body development costs. All other drilling and related exploration costs, including costs incurred to expand upon proven and probable reserves incurred at these sites are expensed as mine site exploration.

b) Production Start Date

Different criteria are applied under Canadian GAAP as compared to US GAAP for determining the production start date of a mine for accounting purposes. Under US GAAP, the production start date is determined by a number of factors including when all major capital expenditures have been completed for a mine, completion of a reasonable period of testing, the ability to produce gold in a saleable form and whether production / sales and extraction prior to production start date are considered de minimus. Under Canadian GAAP, the production start date is based on whether all major capital expenditures have been made, anticipated activity levels have been reached such as recovery rate, mining, crushing and processing tonnes per day and the ability to consistently extract and produce gold. Under Canadian GAAP, incidental revenue does not necessarily infer that production stage has been reached.

F-26

Olympus Pacific Minerals Inc.

All proceeds received from sales and the related cost of sales prior to the production start date are capitalized as part of deferred exploration and development costs under Canadian GAAP but are recognized as revenue and cost of sales in the consolidated statements of operations under US GAAP.

The production start date for the Bong Mieu Central Open pit (Ho Gan) mine, which began producing gold during 2006, was July 1, 2006 under US GAAP and October 1, 2006 under Canadian GAAP. The criteria that resulted in the accounting difference would be the de minimus sales / production and extraction criteria resulting in the earlier production start date under US GAAP. As a result, under Canadian GAAP, sales, cost of sales, depreciation and amortization and inventory were capitalized to deferred development costs for the three months ended September 30, 2006. This results in a further difference in amortization expense as a result of the differing carrying value of the mineral properties and capital assets.

Nui Kem was put into commercial production on April 1, 2009 under Canadian GAAP. All revenues and expenses related to Nui Kem are capitalized to deferred development costs prior to this date under Canadian GAAP but are recognized in the consolidated statement of operations under US GAAP. Nui Kem does not have any mineralization under the SEC Industry Guide No 7.

Phuoc Son was put into commercial production on October 1, 2009 under Canadian GAAP and US GAAP. All revenues, cost of sales and other expenses until this date are capitalized to deferred exploration and development costs under Canadian GAAP. Revenues and cost of sales are recognized in the consolidated statements of operations under US GAAP.

c) Restatement of 2008 financial statements reconciliation

The comparative 2008 US GAAP reconciliation has been restated as Phuoc Son sales of $1,418,788 and the related cost of sales of $1,051,033, were incorrectly deferred, and have now been correctly reported in the consolidated statement of operations.

As a result, the 2008 net loss and comprehensive loss under US GAAP have decreased by $367,755 and deferred development costs and the Total Shareholders’ equity have increased by the same amount for both 2008 and 2009. The 2008 consolidated cash flow was changed by decreasing the cash used in operating activities and increasing the cash used in investing activities by $367,755.

F-27

Annual Report 2009

d) Reconciliation of consolidated balance sheet- Restated

				2009									2008
				Canadian						US			Canadian					US
For the years ended December 31	Notes			GAAP			Adjustments			GAAP			GAAP		Adjustments			GAAP
Current assets				$	12,341,125			—		$	12,341,125		$	9,719,458	$	—		$	9,719,458
Long-term assets
Mineral properties		(b	)		7,203,352			(30,623	)		7,172,729			7,810,307		(30,623	)		7,779,684
Capital assets(i)		(b	)		9,430,738			(64,782	)		9,365,956			11,676,076		(64,782	)		11,611,294
Deferred exploration and development costs		(a	)		25,049,053			(20,251,277	)		4,797,776			25,076,511		(21,530,980	)		3,545,531
					41,683,143			(20,346,682	)		21,336,461			44,562,894		(21,626,385	)		22,936,509
Total Assets				$	54,024,268		$	(20,346,682	)	$	33,677,586		$	54,282,352	$	(21,626,385	)	$	32,655,967
Total Liabilities					5,710,185			—			5,710,185			5,342,069		—			5,342,069
Equity attributable to equity owners					48,758,116			(20,451,357	)		28,306,759			48,940,283		(21,626,385	)		26,313,898
Non-controlling interest					(444,033	)		104,675			(339,358	)		—		—			—
Total Shareholders’ equity					48,314,083			(20,346,682	)		27,967,401			48,940,283		(21,626,385	)		26,313,898
Total liabilities and Shareholders’ equity				$	54,024,268		$	(20,714,437	)	$	33,677,586		$	54,282,352	$	(21,626,385	)	$	32,655,967

(i) Under Canadian GAAP, capitalized interest is recorded as an addition to deferred development costs and under US GAAP, capitalizated interest is recorded as an addition to capital assets.

F-28

Olympus Pacific Minerals Inc.

e) Reconciliation of consolidated net income

							2008
For the years ended December 31	Notes			2009			-Restated			2007
Net loss under Canadian GAAP				$	9,346,892		$	7,950,031		$	8,319,348
Sales		(b	)		(7,928,120	)		(2,303,888	)		—
Cost, amortization and expenses		(a)&	(b)		4,733,933			2,554,950			—
Exploration expenditures		(a	)		1,903,759			5,390,363			7,427,030
Reverse write-down		(a	)		—			(865,791	)		—
Net loss under US GAAP				$	8,056,464		$	12,725,665		$	15,746,378
Attributable to Non-controlling interest					339,358			—			—
Attributable to equity owners				$	7,717,106		$	12,725,665		$	15,746,378
Currency Translation Adjustment under Canadian GAAP					—			12,250,965			(3,287,889	)
US GAAP Adjustment					—			(4,019,444	)		(2,017,597	)
Currency Translation Adjustment under Canadian GAAP					—			8,231,521			(5,305,486	)
Total Comprehensive loss under US GAAP				$	8,056,464		$	20,957,186		$	10,440,892
Attributable to Non-controlling interest					339,358			—			—
Attributable to equity owners				$	7,717,106		$	20,957,186		$	10,440,892
Basic and diluted loss per common share attributable to equity holders under US GAAP				$	0.03		$	0.05		$	0.08

f) Consolidated statements of cash flows under US GAAP

Exploration expenditures that were capitalized under Canadian GAAP, but expensed under US GAAP represent the differences in cash flows from operating and investing activities between US GAAP and Canadian GAAP. Cash flows under US GAAP were as follows:

				2008-
For the years ended December 31	2009			Restated			2007
Activities
Operating		(114,758	)		(12,177,469	)		(10,571,616	)
Investing		(3,050,293	)		(7,752,185	)		(1,170,249	)
Financing		4,652,105			(513,375	)		33,238,172
Cash and equivalents at the beginning of year		4,161,735			24,310,245			3,325,436
Effect of foreign exchange rate changes on cash		69,936			294,519			(511,499	)
Cash and equivalent at end of year	$	5,718,725		$	4,161,735		$	24,310,245

g) US GAAP Recent Developments

In May 2009, the FASB issued Accounting Standards Codification (“ASC”) 855-10, Subsequent Events (“ASC 855-10”) (formerly SFAS Statement No 165), which establishes principles and requirements for subsequent events. In particular, ASC 855-10 sets forth: (a) the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. Subsequently, on February 24, 2010, the FASB issued Accounting Standards Update (ASU) 2010-09 to amend ASC 855, which is effective immediately. As a result of the ASU, SEC registrants will not disclose the date through which management evaluated subsequent events in the financial statements.

F-29

Annual Report 2009

In February 2008, the FASB issued guidance as outlined in the Financial Instruments Topic ASC 820 (“ASC 820-10-65-1”), originally released FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (“FSP FAS 157-2”). This guidance defers the effective date of the Financial Instruments Topic, for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. This guidance defers the effective date to fiscal years beginning after November 15, 2008, for items within the scope of ASC 820-10-65-1. The Company adopted this guidance on January 1, 2009. The adoption of this guidance did not have a material impact on the company’s financial statement disclosures.

In December 2007, the FASB issued guidance as outlined in the Consolidations Topic ASC 810 “ASC 810-10-65”), originally released as FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (FAS 160). This guidance establishes accounting and reporting standards for entities that have equity investments that are not attributable directly to the parent, called non-controlling interests or minority interests. Additionally, the guidance states where and how to report non-controlling interests in the consolidated statements of financial position and operations, how to account for changes in non-controlling interests and provides disclosure requirements. The adoption of this guidance resulted in the recognition of the allocation of the net loss to non-controlling interest for losses incurred at subsidiaries that are not fully owned.

In December 2007, the FASB issued guidance as outlined in the revised Business Combinations Topic ASC 805 (“ASC 805”), originally released as FASB Statement No. 141(R), Business Combinations. This guidance establishes how an entity accounts for identifiable assets acquired, liabilities assumed, and any non-controlling interests acquired, how to account for goodwill acquired and determines what disclosures are required as part of a business combination. As a result of the adoption of this standard, all costs associated with the amalgamation between the Company and Zedex have been expensed in the period they were incurred.

In June 2009, the FASB issued new guidance which is now part of ASC 105-10 (the “Codification”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles), which will become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of the Codification, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the Codification only had the effect of amending references to authoritative accounting guidance in the company’s consolidated financial statements.

g) Recently Issued Accounting Pronouncements and Developments

Under the SEC Staff Accounting Bulletin 74, the Company is required to disclose information related to new accounting standards that have not yet been adopted. The Company is currently evaluating the impact that the adoption of these statements will have on the Company’s consolidated financial position, results of operations and disclosures.

Variable Interest Entities

In June 2009, the ASC 810 guidance for consolidation accounting was updated to require an entity to perform a qualitative analysis to determine whether the enterprise’s variable interest gives it a controlling financial interest in variable interest entity (a “VIE”). This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics:

(i)	The power to direct the activities of a VIE that most significantly impact the entity’s economic performance; and
(ii)	The obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE.

The updated guidance also requires ongoing reassessments of the primary beneficiary of a VIE. The updated guidance is effective for the Company’s fiscal year beginning January 1, 2010. The Company is evaluating the potential impact of adopting this guidance on the Company’s consolidated financial position, results of operations and cash flows.

F-30

Olympus Pacific Minerals Inc.

Fair Value Accounting

In January 2010, the ASC 820 guidance for fair value measurements and disclosure was updated to require additional disclosures related to:

(i)	Transfers in and out of level 1 and 2 fair value measurements; and
(ii)	Enhanced detail in the level 3 reconciliation.

The guidance was amended to provide clarity about:

(i)	The level of disaggregation required for assets and liabilities; and
(ii)	The disclosures required for inputs and valuation techniques used to measure fair value for both recurring and nonrecurring measurements that fall in either level 2 or level 3.

The updated guidance is effective for the Company’s fiscal year beginning January 1, 2010, with the exception of the level 3 disaggregation which is effective for the Company’s fiscal year beginning January 1, 2011.

The Company is evaluating the potential impact of adopting this guidance on the Company’s consolidated financial position, results of operations and cash flows.

END OF NOTES TO FINANCIAL STATEMENTS

F-31

EX-3.30

Exhibit 3.30

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement made as of the 1^st day of January, 2010.

BETWEEN:

OLYMPUS PACIFIC MINERALS INC., a Canadian company having its head office at 10 King Street East, Suite 500, Toronto, Ontario M5C IC3, Canada

(the “Company”)

OF THE FIRST PART

AND:

AVORA LTD as Trustee of Lloyd Beaumont No 2 Trust, A New Zealand company having its registered office c/o PO Box 25686, St Heliers, Auckland, New Zealand

(the “Consultant”)

OF THE SECOND PART

BACKGROUND:

A. At the request of the Company the Consultant has agreed to provide a manager (“Manager”) for the Company as may be required by the Company for the proper management and advancement of the Company’s business, upon the terms and conditions set out below.

WHEREAS:

A.

The Company wishes to engage the services of the Consultant as set out in Schedule “A” on the terms and conditions of this Agreement.

B.

The Consultant represents that it possesses the necessary expertise to provide management and consulting services and shall be responsible for the employment or engagement of the Manager to be made available to the Company for the purposes of providing the services pursuant to this Agreement and unless otherwise agreed shall pay all remuneration payable to the Manager and keep all records in relation to such personnel and make all deductions from the remuneration as required by law. The Company shall have the right to approve the Manager made available to it (such approval not to be unreasonably withheld).

C.	At the request of the Company, the Consultant has agreed to initially provide the services of its employee for the position of Manager as provided in Schedule “A”. Should the Consultant wish to replace the above referenced employee of the Consultant with another employee of the Consultant it can only do so with the prior written approval of the Company.
D.	The Consultant and the Company have agreed to enter into this Agreement to ensure that the Consultant will continue to provide services to the Company and further to evidence the fees and other benefits to be received by the Consultant in respect to such services.

          NOW THEREFORE, in consideration of the mutual covenants and premises herein contained, in consideration of the Consultant continuing to provide its services to the Company, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties) the Consultant and the Company hereby agree as follows:

1.	Interpretation and Schedules
1.1	Interpretation

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)	“affiliate” and “associate” have the meanings given to them by the Canada Business Corporations Act;
(b)	“Board” means the Board of Directors of the Company;
(c)	“Agreement” means this management services agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions hereof;
(d)	the words “herein”, “hereof and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph or other subdivision;
(e)	the words “Set Objectives” refers to the corporate and operational objectives mutually set and agreed to by the Board and the Consultant;
(f)	“Term” means the period of the engagement of the Consultant as set out in Schedule “A”;
(g)	all references to currency shall mean the currency as set out in Schedule “B”;

(h)	a reference to an entity includes any entity that is a successor to such entity;
(i)	the headings are for convenience only and are not intended as a guide to interpretation of this Agreement or any portion hereof; and
(j)	a reference to a statute includes all regulations made pursuant thereto, all amendments to the statute or regulations in force from time to time, and any statute or regulation which supplements or supersedes such statute or regulations.

1.2 Schedules

     The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be a part hereof:

     Schedule “A” — Responsibilities and Engagement of the Consultant and Manager

     Schedule “B” — Fee Schedule and Criteria for Bonus

2. Engagement

(a)	The Company hereby engages the Consultant for the Term to provide the Manager to assume the position set out in Schedule “A” and the Consultant hereby accepts such engagement by the Company upon and subject to the terms and conditions hereinafter set forth.
(b)	Such engagement will commence on the date of this Agreement and will continue until the expiry of the Term or until terminated as hereinafter provided.
(c)	The Consultant’s responsibilities, duties and authority shall be as provided in Schedule “A”.
(d)	The Consultant shall be present at and perform its duties at such location, or locations, set out in Schedule “A” and as mutually agreed upon between the Consultant and the Company, but, recognizing that the position will require a considerable level of travel, the Consultant shall be present at and perform its duties in other jurisdictions with such frequency and for such duration as is reasonably necessary for the proper and timely performance of the Consultant’s duties hereunder, provided that:

(i)	the Consultant must first provide its consent to any relocation for a term of greater than three (3) months; and
(ii)	the Consultant cannot be required to be on the road traveling for the Company on business more than sixty (60) calendar days in any one year.

(e)	The Manager shall devote so much of its time to the business and affairs of the Company as provided in Schedule “A” and as mutually agreed upon between the Consultant and the Company and shall well and conscientiously serve the Company and use its best efforts to promote the interests of the Company during the continuation of its services hereunder. Provided that there is no conflict with the Manager’s obligations pursuant to this Agreement, with prior notice to and the consent of the Chairman of the Board, the Manager may act as a director for other corporations and organizations.
(f)	The Consultant will perform all services on behalf of the Company hereunder as an independent contractor, and neither the Consultant nor Manager will be considered for any reason to be a partner, employee or servant of the Company or, except to the extent expressly permitted hereunder, an agent of the Company. To the extent necessary to permit the Consultant to perform the services required hereunder, the Company will provide evidence of the authority of the Manager or its representatives as agent for the Company hereunder.
(g)	In the event that any person, or any person and its affiliates, as such terms are defined in the Canada Business Corporations Act (the “CBCA”), begins a tender or exchange offer, circulates a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, the Consultant agrees that the Manager will not voluntarily leave the employ of the Consultant, and will render services to the Company in accordance with its position and in the best interests of the shareholders, until such person has abandoned or terminated efforts to effect a takeover of control of the Company or until such takeover of control of the Company has occurred. For purposes of this Agreement, takeover of control shall be evidenced by (i) the acquisition by any person, or by any person and its affiliates, as such terms are defined in the CBCA, and whether directly or indirectly, of common shares of the Company which, when added to all other common shares of the Company at the time held by such person and its affiliates, totals for the first time 50% or more of the outstanding common shares of the Company (ii) the removal, by extraordinary resolution of the shareholders of the Company, of more than 51% of the then incumbent directors of the Company, or the election of a majority of directors to the Company’s board who were not nominees of the Company’s incumbent board at the time immediately preceding such election; or (iii) consummation of a sale of all or substantially all of the assets of the Company, or the consummation of a reorganization, merger or other transaction which has substantially the same effect, except where such sale or transaction is for the purpose of financing the construction of a mine (a “Takeover of Control”).
(h)	As used herein voluntary termination by the Consultant of its engagement with the Company for “Good Cause” means termination after a Takeover of Control of the Company following the occurrence of one of the following events without the Consultant’s express written consent:

(i)	without the written agreement of the Consultant, the nature of the duties, requirements and arrangements of the Consultant are substantially changed from those set out in Schedule “A” such that the nature of the work that is required to be performed is not work which is consistent with the work ordinarily required to be performed for a position similar to that assumed by the Manager as set out in Schedule “A” for a publicly listed mining company;
(ii)	a reduction by the Company in the Consultant’s base compensation set out in Schedule “B” as in effect immediately prior to the Takeover of Control;
(iii)	a change in the principal executive office of the Company to a location more than fifty (50) kilometres from the location of the principal executive office of the Company immediately prior to the Takeover of Control;
(iv)	the requirement by the Company that the Consultant be based anywhere other than within a fifty (50) kilometre radius of his location immediately prior to the Takeover of Control, except substantially consistent with the Consultant’s business travel obligations immediately prior to the Takeover of Control; or
(v)	the failure by the Company to continue in effect, or a change of the Consultant’s or the Manager’s participation in benefits under any bonus or incentive compensation or benefit plan, any stock ownership, stock purchase, stock option or other equity incentive plan, any life, health, accident, disability or similar plan providing welfare benefits or any plan or program of fringe benefits in which the Consultant or the Manager are participating immediately prior to a Takeover of Control (the “Existing Plans”), the effect of which would be to materially reduce the total value, in the aggregate, of the Consultant’s or the Manager’s benefits under all the Existing Plans and all amendments thereto and plans substituted therefore, as compared to the Consultant’s or the Manager’s benefits under the Existing Plans as they existed immediately prior to the takeover of control, or the failure by the Company to provide the Consultant or the Manager with the number of paid vacation days to which the Consultant or the Manager is entitled in accordance with the Company’s general vacation policy in effect immediately prior to the Takeover of Control.

3. Fees

(a)

The Consultant will be paid an annual fee as provided in Schedule “B”.

(b)

The Consultant acknowledges that all taxes and other charges arising in relation to the remuneration of the Consultant are the responsibility of the Consultant. The Consultant agrees and indemnifies the Company against any such taxes or other charges arising under this Agreement. Income taxes payable by the Consultant or Manager in any jurisdiction in which the Consultant or Manager is required to pay

	income taxes are the sole responsibility of the Consultant or Manager, as applicable, and not the responsibility of the Company. If the location or locations that the Consultant or Manager performs its duties, as set out in Schedule “A”, is outside of Canada, the Company will deduct and pay income tax as directed by the Consultant or Manager. The Company will make the deductions required by law prior to payment with details provided to the Consultant per payment and per annum.
(c)	The Consultant shall be solely responsible, as an independent contractor, for complying with all applicable laws, rules and regulations, including, if applicable, without limitation the requirements of the Income Tax Act (Canada), the Employment Insurance Act (Canada) and the Canada Pension Plan Act or similar legislation in other jurisdictions. The Consultant shall be responsible for deducting all applicable federal and provincial income taxes, Canada Pension Plan deductions and Employment Insurance premiums on any remuneration provided by the Company to the Consultant and for remitting same, if applicable, to Canada Revenue Agency or such other governmental authorities as prescribed by law.
(d)	In addition to the foregoing, the Company will reimburse the Consultant in accordance with Schedule “B” for expenses incurred in connection with the business of the Company and any of its subsidiaries.
(e)	The Consultant shall submit bills and vouchers reasonably satisfactory to the Board supporting all requests for reimbursement hereunder.
(f)	For so long as the Consultant continues to provide services to the Company pursuant to this Agreement, an incentive bonus will be awarded to the Consultant at the discretion of the Board or a committee of the Board following performance reviews as provided in Schedule “B”.
(g)	Nothing herein will disentitle the Consultant from participating in any profit sharing or bonus program, pension, stock option, stock purchase, stock appreciation, and health or medical insurance, or other benefit plans or retirement rights from time to time established by the Company and to which executives of the Company or any of its subsidiaries or affiliates are from time to time entitled. As a term of its engagement, the Manager will be enrolled in the Company’s benefit plans and stock option plan effective the date of the signing of this Agreement.
(h)	If the Manager dies during the Term of this Agreement all options which have been granted to that date will vest and become exercisable pursuant to Schedule “B”.

4. Annual Commitment

Excluding Fieldbreaks as specified in Schedule “B”, during the Term of this Agreement the Consultant agrees to provide the services of the Manager for forty-eight (48) weeks in each year to be mutually agreed between the Company and the Consultant. If the Manager works for more than forty-eight (48) weeks in any calendar year, the Consultant may at its sole discretion accept on behalf of the Manager a cash payout equal to the fee that would be payable for those days.

5.

Termination

(a)

The Consultant may terminate this Agreement and the services being provided by it hereunder by giving the Company at least three (3) months prior written notice (the “Consultant’s Termination Notice”), provided that the Company shall, subject to Section 5(h), have the right to give written notice to the Consultant that the Company is waiving the full notice period and is permitting this Agreement and the services of the Consultant to be terminated upon a date that is less than three months after the date of the Consultant’s Termination Notice as determined by the Company (the “Company’s Termination Notice”) and further provided that all fees payable to the Consultant hereunder and all other obligations of the Company to the Consultant hereunder shall cease upon the date specified in the Consultant’s Termination Notice or the Company’s Termination Notice, whichever is applicable, notwithstanding the provisions of Section 2 or any other Section hereof.

The Consultant shall be entitled to terminate this Agreement immediately upon serving written notice to the Company in the event that

(i)	a receiver or liquidator is appointed in respect of the Company; or
(ii)	the Company fails to pay any moneys payable hereunder within fourteen (14) calendar days of the due date and shall further fail to pay such moneys within fourteen (14) calendar days of receiving written notice of such failure from the Consultant.

(b)

This Agreement will terminate once the Board agrees that the Set Objectives have been achieved or upon expiry of the Term; whichever is the earlier. In the event of termination upon achievement of the Set Objectives prior to the expiry of the Term, the Consultant shall be entitled to all remuneration and options it would have received had this Agreement have remained in full force and effect for the Term.

(c)

The Company may at any time terminate this Agreement and the engagement of the Consultant without cause. In this event the Company shall be obligated to pay the Consultant the amounts set out below. Such payment shall be payable on the fifth calendar day following the date of the notice of termination (the “Company’s Notice of Termination”) and shall consist of the following:

(i)	the Consultant’s full fee through to the date of termination at the amount in effect at the time the Company’s Notice of Termination was given, the amount of any expenses reimbursable pursuant to Schedule “B”, plus an amount equal to the amount, if any, of any bonuses previously made to the Consultant which have not been paid;
(ii)	in lieu of further fees for periods subsequent to the date of the Company’s Notice of Termination, a payment:

(A)	equal to three (3) months of the Consultant’s then existing annual fees pursuant to Schedule “B” should termination occur within the first twelve (12) months from the date the consultant commenced providing services to the Company; or
(B)	equal to six (6) months of the Consultant’s then existing annual fees pursuant to Schedule “B” should termination occur after the first twelve (12) months from the date the consultant commenced providing services to the Company; and

(iii) the Consultant’s options on shares of the Company shall remain in full force and effect for the earlier of the expiry date of such options or twelve (12) months following the Company’s Notice of Termination and the option agreements shall be deemed to have been amended, to the extent required, to the effect that any provision which would otherwise terminate such options as a result of the termination of the Consultant’s services shall be null and void.

	Termination of the Agreement in accordance with this Section shall relieve the Company from any and all obligation, liability or claim by the Consultant, exclusive of monies owing to the Consultant up to the date of termination as set out in this section.
(d)	The Company may at any time terminate the services of the Consultant and this Agreement for any just cause that would in law permit the Company to, without notice, terminate the Consultant, in which event the Consultant shall not be entitled to the payment in sections 5(c)(ii) or (iii), but shall be entitled to receive the full amount of the Consultant’s fees due through to the date of the notice of termination as set out in section 5(c)(i).
(e)	This Agreement shall be deemed to have been terminated by the Company if: without the written agreement of the Consultant, the nature of the duties, requirements and arrangements of the Consultant are substantially changed from those set out in Schedule “A” such that the nature of the work that is required to be performed is not work which is consistent with the work ordinarily required to be performed for a position similar to that assumed by the Manager as set out in Schedule “A” for a publicly listed mining company, in which event the Company

	shall be obligated to provide the Consultant with a payment as described in Section 5.
(f)	Any termination by the Company pursuant to Section 5(c) or (d) shall be communicated by written Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision of this Agreement relied upon and, in the case of a notice of termination for cause under Section 5(d), shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Consultant’s engagement. For purposes of this Agreement, no such purported termination shall be effective without such notice.
(g)	On the termination of this engagement for any reason, the Consultant agrees to deliver up to the Company all equipment, all documents, financial statements, records, plans, drawings, papers of every nature in any way relating to the affairs of the Company and its associated or affiliated companies which may be in its possession or under its control and, if applicable, the Manager’s resignation as a Director of the Company and any subsidiary of the Company, effective immediately.
(h)	Notwithstanding the provisions of Section 5(a) the parties acknowledge that, given the particular enterprise and business of the Company it is crucial and necessary that the Consultant maintain a close relationship with the Board based on mutual loyalty, respect and trust. Accordingly, the Company agrees that the Consultant shall have a special right to terminate its engagement with the Company pursuant to this Section for Good Cause (as defined in Section 2(h)) at any time within twelve (12) months of the Takeover of Control of the Company (as defined in Section 2(g)) by giving notice of its resignation in writing to the Board. The notice of resignation pursuant to this Section must be in writing, must cite this Section 5(h) and must contain at least one month’s notice and not more than two (2) months notice. The Consultant will not receive any payment unless a notice resignation is provided to the Company or a notice of termination is provided to Company. The Consultant must exercise this right within twelve (12) months of the Takeover of Control as referred to herein. The Company shall be obligated to provide the Consultant with a payment on the fifth calendar day following the earlier of the last calendar day specified in the notice of resignation or the notice of termination, as applicable, pursuant to this Section and the date the Consultant actually ceases to be employed by the Company (the “Date of Resignation”) which shall consist of the following:

(i) the Consultant’s fees through to the Date of Resignation at the amount of the Consultant’s then existing annual fee pursuant to Schedule “B” at the time notice of termination or notice of resignation was given, the amount of any reimbursable expenses pursuant to Schedule “B”, plus an amount equal to the amount, if any, of any bonuses previously made to the

	Consultant which have not been paid, accrued vacation and any other amounts due upon termination or resignation;
(ii)	in lieu of further fees for periods subsequent to the Date of Resignation, a payment equal to the number of months set out in Schedule “B” at the rate of the Consultant’s then existing annual fee and incentive bonus pursuant to Schedule “B”; and
(iii)	subject to Section 5(h)(iv), in lieu of common shares of the Company issuable upon exercise of options, if any, previously granted to the Consultant under the Company’s incentive programs and remaining unexercised at 5:00 p.m. (Toronto time) on the fourth calendar day following the Date of Resignation, which options shall be cancelled upon the payment referred to herein, a cash amount equal to the aggregate difference between the exercise price of all options held by the Consultant, whether or not then fully exercisable, and the higher of (i) the average of the closing prices of the Company’s common shares as reported on the Toronto Stock Exchange (or such other stock exchange on which the Company’s shares may be listed) for thirty (30) calendar days preceding the Date of Resignation or (ii) the average price actually paid for the most highly priced one percent (1%) of the Company’s common shares, however and for whatever reason by any person who achieves control of the Company as such term is defined in Section 2(g); and
(iv)	notwithstanding Section 5(h)(iii), the Manager shall have the right, exercisable up to the fourth calendar day following the Date of Resignation, to elect to waive the application of Section 5(h)(iii) following the Date of Resignation. The Manager may exercise this election on or before 5:00 p.m. Toronto time on such fourth calendar day by delivering a notice in writing to the Company of such waiver whereupon:

(A)	in accordance with the Company’s stock option plan, the Consultant’s unvested options on shares of the Company shall immediately vest and the Consultant’s vested options on shares of the Company will expire within ninety (90) days of the Date of Resignation; and
(B)	the Company shall be relieved of any obligation in connection with termination of the Consultant’s engagement to make the payment in Section 5(h)(iii).

The Consultant agrees to accept such compensation in full satisfaction of any and all claims the Consultant has or may have against the Company and the Consultant agrees to execute and deliver a full and final release in writing of the Company with respect to the same upon payment of said

sum, except monies owing by either party to the other up to the Date of Resignation,

(i)	The Consultant shall not be required to mitigate the amount of any payment provided for under any paragraph of this Section 5 by seeking other engagement or otherwise nor shall the amount of any payment provided for in this Section 5 be reduced by any other compensation earned by the Consultant as a result of engagement by another client after the date of termination or otherwise.
(j)	The Company shall have full rights to offset any money properly due by the Consultant or the Manager to the Company against any amounts payable by the Company to the Consultant hereunder.
(k)	The Manager will cease to be enrolled in any Company benefit plan after the last day of any notice period given.

6.	Successors, Binding Agreement
	This Agreement shall enure to the benefit of and be binding upon and shall be enforceable by and against the Company’s successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all, or substantially all, of the business or assets of the Company, by agreement in form and substance satisfactory to the Consultant, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Agreement, the “Company” shall be defined in the preamble to this Agreement and include any successor to its business or assets which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. This Agreement shall enure to the benefit of and be enforceable by the Consultant’s heirs, administrators, executors and successors to the extent permitted herein.
7.	Notices
	For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given on the first following calendar day when delivered or faxed or on the fifth following calendar day when mailed in Canada by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(a)	If to the Consultant, at the address and fax number provided in Schedule “A”.
(b)	If to the Company:

Olympus Pacific Minerals Inc.
10 King Street East, Suite 500

Toronto, Ontario
M5C 1C3 Canada

Fax: (416) 572-4202

	or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
8.	Governing Law
	The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada.
9.	Miscellaneous
	No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Consultant and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
10.	Severability
	The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement, which shall remain in full force and effect.
11.	Counterparts and Facsimile
	This Agreement may be executed in one or more counterparts and by facsimile transmission, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.
12.	Assignability
	Neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 6. Without limiting the foregoing, the Consultant’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. Notwithstanding the generality of the foregoing, the Consultant may assign its rights and obligations pursuant to this Agreement to a company or other entity wholly controlled by the Consultant which undertakes to the Company to make the

	Consultant’s services available to the Company on identical terms and conditions as this Agreement.
13.	Competitive Activity

(a) Except to the extent provided in Schedule “A”, during the Term of this Agreement and for a period of one (1) year following the date of termination of this Agreement, neither the Consultant nor the Manager shall:

(i)	be directly or indirectly engaged in any company or firm which is a direct competitor to the Company in any province in Canada or any country where the Company is carrying on business;
(ii)	be employed by another company which may be formed as a direct competitor to the Company in Canada;
(iii)	intentionally act in any manner that is detrimental to the relations between the Company and its customers, employees or investors; and
(iv)	solicit any of the customers, employees and investors of the Company or be connected with any person, firm or corporation soliciting or servicing any other customers, employees or investors of the Company.

14.	Confidentiality
	The Consultant shall not either during the Term of this Agreement or at any time thereafter divulge, publish or otherwise reveal either directly or indirectly or through any person, firm or corporation the private affairs or secrets of the Company, its subsidiaries or affiliates to any person or persons other than the Directors of the Company and shall not without the prior written consent of the Company either during the continuance of this Agreement or at any time thereafter use for its own purpose or any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company. The Consultant agrees, during the Term of this Agreement and at all times thereafter to keep confidential all information and material provided to it by the Company, excepting only such information as is already known to the public, and including any such information and material relating to any customer, vendor or other party transacting business with the Company, and not to release, use or disclose the same except with the prior written permission of the Company. The within understanding shall survive the termination or cancellation of this Agreement, even if occasioned by the Company’s breach or wrongful termination. Each of the Consultant and the Company agree to keep the financial terms of this Agreement confidential, except to the extent as may be required for compliance with applicable regulatory and securities rules, regulations and laws.
15.	Time of the Essence

	Time shall be of the essence of this Agreement.
16.	Entire Agreement
	This Agreement represents the entire agreement between the Consultant and the Company concerning the subject matter hereof and supersedes any previous oral or written communications, representations, understandings or agreements with the Company or any of its officers or agents.
17.	Indemnity
	To the full extent allowed by law, the Company shall indemnify and save the Consultant harmless:

(a)	from and against any and all claims of every nature and kind whatsoever which may be made against it by any person, firm, corporation, government, or by any governmental department, body, commission, board, bureau agency or instrumentality including the Crown in any of her capacities, arising out of or in any way connected with the management, operation, activities or existence of the Company;
(b)	from and against any and all liability, losses, damages, costs, charges, expenses, fines and penalties which the Consultant may sustain, incur or be liable for including, without limitation, any amount paid to defend or settle an action or satisfy a judgment, in consequence of the Manager acting as an officer and/or director of the Company whether sustained or incurred by reason of its negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Company; and
(c)	in particular, and without in any way limiting the generality of the foregoing, from and against all liabilities and penalties, at any time imposed upon the Consultant or any claims at any time made against the Consultant under or by virtue of any provision in any law or regulation which in any way involves the affairs or business of the Company.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

OLYMPUS PACIFIC MINERALS INC.
By:	/s/ Doug Willock
	Name:	Doug Willock
	Title:	Chairman of OYM Compensation Committee
AVORA LTD
By:	/s/ Greg Barclay
	Name:	Greg Barclay
	Title:	Director

SCHEDULE “A”
RESPONSIBILITIES AND ENGAGEMENT OF THE CONSULTANT AND MANAGER

(a)	Name of Manager:	Paul Seton
	Address:	c/o PO Box 25 686
		St Heliers, Auckland
		New Zealand
	Fax Number:

(b)	Position: Senior Vice President, Commercial of Olympus Pacific Minerals Inc., a publicly-listed company registered in Canada and traded on the Toronto Stock Exchange, the Frankfurt Exchange, the Over-the-Counter Bulletin Board (US) and the Australian Stock Exchange.
(c)	Position Description: Plans, directs and controls the Company’s commercial and HR plans. Directs the functions such as Licensing, Government negotiations, in addition to the HR, Bau and other JV junctions

(d)	Schedules “A” and “B” Valid:	January 1, 2010 to December 31, 2010
	Schedules “A” and “B” Renewal:	On or before 31 December 2010 for 2011.

(e)	Contract Term:	January 1, 2010 to December 31, 2011
(f)	Location(s):	Vietnam
(g)	Responsible to:	Chief Executive Officer

(h)	Responsible for: Directing JV’s towards increased output for increased positive cash flows and profits. Overseas all negotiations with Central as well as Local governments in addition to directing all HR and exploration related issues within the company and its subsidiaries.
(i)	Duties and Authority: As set out in agreed Company Objectives, budgets and policies, agreements and Board directives of Olympus Pacific Minerals Inc and its subsidiaries including regular visits to the various operations to co-ordinate and complete project plans

(j)	Time Spent on the Company:	Full Time
(k)	Extra activities agreed to:	none

SCHEDULE “B”
FEE SCHEDULE AND CRITERIA FOR BONUS

(a)	Name:	Avora Ltd
(b)	Position:	Senior Vice President, Commercial
(c)	Year:	1 January 2010 to 31 December 2010
(d)	Note:	Currency used is Canadian dollars
(e)	TOTAL Direct Compensation Target, made up from (f) Annual Base Salary, (g) STIP $ Target Bonus, (h) LTIP $ Target Opportunity: = C$428,000
(f)	Annual Base Salary = C$220,000

Incentive Bonus

(g)	Annual Short Term Incentive Plan (“STIP”) target bonus to be added to Annual Base Salary based on achieving Company’s Bank Balances at 31 December 2010 as set out below and as circulated to OYM officers in January 2010.
	STIP Target Bonus same as % of Annual Base Salary:
	Target:	C$88,000 or 40% for $5M in Bank
	Threshold	C$44,000 or 20% for $4M in Bank
	Maximum	C$132,000 or 60% for $6M in Bank ..
(h)	Annual Long Term Incentive Plan (“LTIP”) target bonus to be added to Annual Base Salary

	(i)	$ Opportunity: C$120,000 worth of Olympus share options, from 1 January 2010 as detailed in the Share Option Agreement relating to the 1 January 2010 granting.
	(ii)	Black Scholes Conversion Details are provided for your information.
(i)	Account Details for Payments to be detailed on your invoice covering 2010
(j)	Currency for payment is Canadian Dollars
(k)	Name for LTIP Options as per Share Option Agreement
(I)	Reimbursable Expenses and expatriate benefits: Travel expenses and expatriate costs as per agreed policies on the Company’s internal website from time to time. (‘If it is not there, it does not exist’)
(m)	Performance Criteria: Meet requirements as specified from time to time by the CEO or the Board of Olympus Pacific Minerals Inc, a publicly-listed company registered in Canada and traded on the Toronto Stock Exchange, The Frankfurt Exchange, the Over-the-Counter Bulletin Board (US) and the Australian Stock Exchange, and/or the Boards of the Campany’s subsidiaries.
(n)	Number of Months for Payment Pursuant to Takeover of Control: Twelve (24)

EX-3.31

Exhibit 3.31

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement made as of the 1^st day of January, 2010.

BETWEEN:

OLYMPUS PACIFIC MINERALS INC., a Canadian company having its head office at 10 King Street East, Suite 500, Toronto, Ontario M5C IC3, Canada

(the “Company”)

OF THE FIRST PART

AND:

WHAKAPAI COMPANY LIMITED, A New Zealand company having its registered office at 127 Kohimarama Road, Auckland, New Zealand

(the “Consultant”)

OF THE SECOND PART

BACKGROUND:

A. At the request of the Company the Consultant has agreed to provide a manager (“Manager”) for the Company as may be required by the Company for the proper management and advancement of the Company’s business, upon the terms and conditions set out below.

WHEREAS:

A.

The Company wishes to engage the services of the Consultant as set out in Schedule “A” on the terms and conditions of this Agreement.

B.

The Consultant represents that it possesses the necessary expertise to provide management and consulting services and shall be responsible for the employment or engagement of the Manager to be made available to the Company for the purposes of providing the services pursuant to this Agreement and unless otherwise agreed shall pay all remuneration payable to the Manager and keep all records in relation to such personnel and make all deductions from the remuneration as required by law. The Company shall have the right to approve the Manager made available to it (such approval not to be unreasonably withheld).

C.	At the request of the Company, the Consultant has agreed to initially provide the services of its employee for the position of Manager as provided in Schedule “A”. Should the Consultant wish to replace the above referenced employee of the Consultant with another employee of the Consultant it can only do so with the prior written approval of the Company.
D.	The Consultant and the Company have agreed to enter into this Agreement to ensure that the Consultant will continue to provide services to the Company and further to evidence the fees and other benefits to be received by the Consultant in respect to such services.

          NOW THEREFORE, in consideration of the mutual covenants and premises herein contained, in consideration of the Consultant continuing to provide its services to the Company, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties) the Consultant and the Company hereby agree as follows:

1.	Interpretation and Schedules
1.1	Interpretation

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)	“affiliate” and “associate” have the meanings given to them by the Canada Business Corporations Act;
(b)	“Board” means the Board of Directors of the Company;
(c)	“Agreement” means this management services agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions hereof;
(d)	the words “herein”, “hereof and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph or other subdivision;
(e)	the words “Set Objectives” refers to the corporate and operational objectives mutually set and agreed to by the Board and the Consultant;
(f)	“Term” means the period of the engagement of the Consultant as set out in Schedule “A”;
(g)	all references to currency shall mean the currency as set out in Schedule “B”;
(h)	a reference to an entity includes any entity that is a successor to such entity;

(i)	the headings are for convenience only and are not intended as a guide to interpretation of this Agreement or any portion hereof; and
(j)	a reference to a statute includes all regulations made pursuant thereto, all amendments to the statute or regulations in force from time to time, and any statute or regulation which supplements or supersedes such statute or regulations.

1.2 Schedules

     The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be a part hereof:

     Schedule “A” — Responsibilities and Engagement of the Consultant and Manager

     Schedule “B” — Fee Schedule and Criteria for Bonus

2. Engagement

(a)	The Company hereby engages the Consultant for the Term to provide the Manager to assume the position set out in Schedule “A” and the Consultant hereby accepts such engagement by the Company upon and subject to the terms and conditions hereinafter set forth.
(b)	Such engagement will commence on the date of this Agreement and will continue until the expiry of the Term or until terminated as hereinafter provided.
(c)	The Consultant’s responsibilities, duties and authority shall be as provided in Schedule “A”.
(d)	The Consultant shall be present at and perform its duties at such location, or locations, set out in Schedule “A” and as mutually agreed upon between the Consultant and the Company, but, recognizing that the position will require a considerable level of travel, the Consultant shall be present at and perform its duties in other jurisdictions with such frequency and for such duration as is reasonably necessary for the proper and timely performance of the Consultant’s duties hereunder, provided that:

(i)	the Consultant must first provide its consent to any relocation for a term of greater than three (3) months; and
(ii)	the Consultant cannot be required to be on the road traveling for the Company on business more than sixty (60) calendar days in any one year.

(e) The Manager shall devote so much of its time to the business and affairs of the Company as provided in Schedule “A” and as mutually agreed upon between the

	Consultant and the Company and shall well and conscientiously serve the Company and use its best efforts to promote the interests of the Company during the continuation of its services hereunder. Provided that there is no conflict with the Manager’s obligations pursuant to this Agreement, with prior notice to and the consent of the Chairman of the Board, the Manager may act as a director for other corporations and organizations.
(f)	The Consultant will perform all services on behalf of the Company hereunder as an independent contractor, and neither the Consultant nor Manager will be considered for any reason to be a partner, employee or servant of the Company or, except to the extent expressly permitted hereunder, an agent of the Company. To the extent necessary to permit the Consultant to perform the services required hereunder, the Company will provide evidence of the authority of the Manager or its representatives as agent for the Company hereunder.
(g)	In the event that any person, or any person and its affiliates, as such terms are defined in the Canada Business Corporations Act (the “CBCA”), begins a tender or exchange offer, circulates a proxy to shareholders or takes other steps to effect a takeover of the control of the Company, the Consultant agrees that the Manager will not voluntarily leave the employ of the Consultant, and will render services to the Company in accordance with its position and in the best interests of the shareholders, until such person has abandoned or terminated efforts to effect a takeover of control of the Company or until such takeover of control of the Company has occurred. For purposes of this Agreement, takeover of control shall be evidenced by (i) the acquisition by any person, or by any person and its affiliates, as such terms are defined in the CBCA, and whether directly or indirectly, of common shares of the Company which, when added to all other common shares of the Company at the time held by such person and its affiliates, totals for the first time 50% or more of the outstanding common shares of the Company (ii) the removal, by extraordinary resolution of the shareholders of the Company, of more than 51% of the then incumbent directors of the Company, or the election of a majority of directors to the Company’s board who were not nominees of the Company’s incumbent board at the time immediately preceding such election; or (iii) consummation of a sale of all or substantially all of the assets of the Company, or the consummation of a reorganization, merger or other transaction which has substantially the same effect, except where such sale or transaction is for the purpose of financing the construction of a mine (a “Takeover of Control”).
(h)	As used herein voluntary termination by the Consultant of its engagement with the Company for “Good Cause” means termination after a Takeover of Control of the Company following the occurrence of one of the following events without the Consultant’s express written consent:

(i) without the written agreement of the Consultant, the nature of the duties, requirements and arrangements of the Consultant are substantially

	changed from those set out in Schedule “A” such that the nature of the work that is required to be performed is not work which is consistent with the work ordinarily required to be performed for a position similar to that assumed by the Manager as set out in Schedule “A” for a publicly listed mining company;
(ii)	a reduction by the Company in the Consultant’s base compensation set out in Schedule “B” as in effect immediately prior to the Takeover of Control;
(iii)	a change in the principal executive office of the Company to a location more than fifty (50) kilometres from the location of the principal executive office of the Company immediately prior to the Takeover of Control;
(iv)	the requirement by the Company that the Consultant be based anywhere other than within a fifty (50) kilometre radius of his location immediately prior to the Takeover of Control, except substantially consistent with the Consultant’s business travel obligations immediately prior to the Takeover of Control; or
(v)	the failure by the Company to continue in effect, or a change of the Consultant’s or the Manager’s participation in benefits under any bonus or incentive compensation or benefit plan, any stock ownership, stock purchase, stock option or other equity incentive plan, any life, health, accident, disability or similar plan providing welfare benefits or any plan or program of fringe benefits in which the Consultant or the Manager are participating immediately prior to a Takeover of Control (the “Existing Plans”), the effect of which would be to materially reduce the total value, in the aggregate, of the Consultant’s or the Manager’s benefits under all the Existing Plans and all amendments thereto and plans substituted therefore, as compared to the Consultant’s or the Manager’s benefits under the Existing Plans as they existed immediately prior to the takeover of control, or the failure by the Company to provide the Consultant or the Manager with the number of paid vacation days to which the Consultant or the Manager is entitled in accordance with the Company’s general vacation policy in effect immediately prior to the Takeover of Control.

3. Fees

(a)

The Consultant will be paid an annual fee as provided in Schedule “B”.

(b)

The Consultant acknowledges that all taxes and other charges arising in relation to the remuneration of the Consultant are the responsibility of the Consultant. The Consultant agrees and indemnifies the Company against any such taxes or other charges arising under this Agreement. Income taxes payable by the Consultant or Manager in any jurisdiction in which the Consultant or Manager is required to pay income taxes are the sole responsibility of the Consultant or Manager, as applicable, and not the responsibility of the Company. If the location or locations

	that the Consultant or Manager performs its duties, as set out in Schedule “A”, is outside of Canada, the Company will deduct and pay income tax as directed by the Consultant or Manager. The Company will make the deductions required by law prior to payment with details provided to the Consultant per payment and per annum.
(c)	The Consultant shall be solely responsible, as an independent contractor, for complying with all applicable laws, rules and regulations, including, if applicable, without limitation the requirements of the Income Tax Act (Canada), the Employment Insurance Act (Canada) and the Canada Pension Plan Act or similar legislation in other jurisdictions. The Consultant shall be responsible for deducting all applicable federal and provincial income taxes, Canada Pension Plan deductions and Employment Insurance premiums on any remuneration provided by the Company to the Consultant and for remitting same, if applicable, to Canada Revenue Agency or such other governmental authorities as prescribed by law.
(d)	In addition to the foregoing, the Company will reimburse the Consultant in accordance with Schedule “B” for expenses incurred in connection with the business of the Company and any of its subsidiaries.
(e)	The Consultant shall submit bills and vouchers reasonably satisfactory to the Board supporting all requests for reimbursement hereunder.
(f)	For so long as the Consultant continues to provide services to the Company pursuant to this Agreement, an incentive bonus will be awarded to the Consultant at the discretion of the Board or a committee of the Board following performance reviews as provided in Schedule “B”.
(g)	Nothing herein will disentitle the Consultant from participating in any profit sharing or bonus program, pension, stock option, stock purchase, stock appreciation, and health or medical insurance, or other benefit plans or retirement rights from time to time established by the Company and to which executives of the Company or any of its subsidiaries or affiliates are from time to time entitled. As a term of its engagement, the Manager will be enrolled in the Company’s benefit plans and stock option plan effective the date of the signing of this Agreement.
(h)	If the Manager dies during the Term of this Agreement all options which have been granted to that date will vest and become exercisable pursuant to Schedule “B”.

4.	Annual Commitment
	Excluding Fieldbreaks as specified in Schedule “B”, during the Term of this Agreement the Consultant agrees to provide the services of the Manager for forty-eight (48) weeks in each year to be mutually agreed between the Company and the Consultant. If the

	Manager works for more than forty-eight (48) weeks in any calendar year, the Consultant may at its sole discretion accept on behalf of the Manager a cash payout equal to the fee that would be payable for those days.
5.	Termination

(a)

The Consultant may terminate this Agreement and the services being provided by it hereunder by giving the Company at least three (3) months prior written notice (the “Consultant’s Termination Notice”), provided that the Company shall, subject to Section 5(h), have the right to give written notice to the Consultant that the Company is waiving the full notice period and is permitting this Agreement and the services of the Consultant to be terminated upon a date that is less than three months after the date of the Consultant’s Termination Notice as determined by the Company (the “Company’s Termination Notice”) and further provided that all fees payable to the Consultant hereunder and all other obligations of the Company to the Consultant hereunder shall cease upon the date specified in the Consultant’s Termination Notice or the Company’s Termination Notice, whichever is applicable, notwithstanding the provisions of Section 2 or any other Section hereof.

The Consultant shall be entitled to terminate this Agreement immediately upon serving written notice to the Company in the event that

(i)	a receiver or liquidator is appointed in respect of the Company; or
(ii)	the Company fails to pay any moneys payable hereunder within fourteen (14) calendar days of the due date and shall further fail to pay such moneys within fourteen (14) calendar days of receiving written notice of such failure from the Consultant.

(b)

This Agreement will terminate once the Board agrees that the Set Objectives have been achieved or upon expiry of the Term; whichever is the earlier. In the event of termination upon achievement of the Set Objectives prior to the expiry of the Term, the Consultant shall be entitled to all remuneration and options it would have received had this Agreement have remained in full force and effect for the Term.

(c)

The Company may at any time terminate this Agreement and the engagement of the Consultant without cause. In this event the Company shall be obligated to pay the Consultant the amounts set out below. Such payment shall be payable on the fifth calendar day following the date of the notice of termination (the “Company’s Notice of Termination”) and shall consist of the following:

(i) the Consultant’s full fee through to the date of termination at the amount in effect at the time the Company’s Notice of Termination was given, the amount of any expenses reimbursable pursuant to Schedule “B”, plus an

	amount equal to the amount, if any, of any bonuses previously made to the Consultant which have not been paid;
(ii)	in lieu of further fees for periods subsequent to the date of the Company’s Notice of Termination, a payment:

(A)	equal to six (6) months of the Consultant’s then existing annual fees pursuant to Schedule “B” should termination occur within the first twelve (12) months from the date the consultant commenced providing services to the Company; or
(B)	equal to six (6) months of the Consultant’s then existing annual fees pursuant to Schedule “B” should termination occur after the first twelve (12) months from the date the consultant commenced providing services to the Company; and

(iii) the Consultant’s options on shares of the Company shall remain in full force and effect for the earlier of the expiry date of such options or twelve (12) months following the Company’s Notice of Termination and the option agreements shall be deemed to have been amended, to the extent required, to the effect that any provision which would otherwise terminate such options as a result of the termination of the Consultant’s services shall be null and void.

	Termination of the Agreement in accordance with this Section shall relieve the Company from any and all obligation, liability or claim by the Consultant, exclusive of monies owing to the Consultant up to the date of termination as set out in this section.
(d)	The Company may at any time terminate the services of the Consultant and this Agreement for any just cause that would in law permit the Company to, without notice, terminate the Consultant, in which event the Consultant shall not be entitled to the payment in sections 5(c)(ii) or (iii), but shall be entitled to receive the full amount of the Consultant’s fees due through to the date of the notice of termination as set out in section 5(c)(i).
(e)	This Agreement shall be deemed to have been terminated by the Company if; without the written agreement of the Consultant, the nature of the duties, requirements and arrangements of the Consultant are substantially changed from those set out in Schedule “A” such that the nature of the work that is required to be performed is not work which is consistent with the work ordinarily required to be performed for a position similar to that assumed by the Manager as set out in Schedule “A” for a publicly listed mining company, in which event the Company shall be obligated to provide the Consultant with a payment as described in Section 5.

(f)	Any termination by the Company pursuant to Section 5(c) or (d) shall be communicated by written Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision of this Agreement relied upon and, in the case of a notice of termination for cause under Section 5(d), shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Consultant’s engagement. For purposes of this Agreement, no such purported termination shall be effective without such notice.
(g)	On the termination of this engagement for any reason, the Consultant agrees to deliver up to the Company all equipment, all documents, financial statements, records, plans, drawings, papers of every nature in any way relating to the affairs of the Company and its associated or affiliated companies which may be in its possession or under its control and, if applicable, the Manager’s resignation as a Director of the Company and any subsidiary of the Company, effective immediately.
(h)	Notwithstanding the provisions of Section 5(a) the parties acknowledge that, given the particular enterprise and business of the Company it is crucial and necessary that the Consultant maintain a close relationship with the Board based on mutual loyalty, respect and trust. Accordingly, the Company agrees that the Consultant shall have a special right to terminate its engagement with the Company pursuant to this Section for Good Cause (as defined in Section 2(h)) at any time within twelve (12) months of the Takeover of Control of the Company (as defined in Section 2(g)) by giving notice of its resignation in writing to the Board. The notice of resignation pursuant to this Section must be in writing, must cite this Section 5(h) and must contain at least one month’s notice and not more than two (2) months notice. The Consultant will not receive any payment unless a notice resignation is provided to the Company or a notice of termination is provided to Company. The Consultant must exercise this right within twelve (12) months of the Takeover of Control as referred to herein. The Company shall be obligated to provide the Consultant with a payment on the fifth calendar day following the earlier of the last calendar day specified in the notice of resignation or the notice of termination, as applicable, pursuant to this Section and the date the Consultant actually ceases to be employed by the Company (the “Date of Resignation”) which shall consist of the following:

(i) the Consultant’s fees through to the Date of Resignation at the amount of the Consultant’s then existing annual fee pursuant to Schedule “B” at the time notice of termination or notice of resignation was given, the amount of any reimbursable expenses pursuant to Schedule “B”, plus an amount equal to the amount, if any, of any bonuses previously made to the Consultant which have not been paid, accrued vacation and any other amounts due upon termination or resignation;

(ii)	in lieu of further fees for periods subsequent to the Date of Resignation, a payment equal to the number of months set out in Schedule “B” at the rate of the Consultant’s then existing annual fee and incentive bonus pursuant to Schedule “B”; and
(iii)	subject to Section 5(h)(iv), in lieu of common shares of the Company issuable upon exercise of options, if any, previously granted to the Consultant under the Company’s incentive programs and remaining unexercised at 5:00 p.m. (Toronto time) on the fourth calendar day following the Date of Resignation, which options shall be cancelled upon the payment referred to herein, a cash amount equal to the aggregate difference between the exercise price of all options held by the Consultant, whether or not then fully exercisable, and the higher of (i) the average of the closing prices of the Company’s common shares as reported on the Toronto Stock Exchange (or such other stock exchange on which the Company’s shares may be listed) for thirty (30) calendar days preceding the Date of Resignation or (ii) the average price actually paid for the most highly priced one percent (1%) of the Company’s common shares, however and for whatever reason by any person who achieves control of the Company as such term is defined in Section 2(g); and
(iv)	notwithstanding Section 5(h)(iii), the Manager shall have the right, exercisable up to the fourth calendar day following the Date of Resignation, to elect to waive the application of Section 5(h)(iii) following the Date of Resignation. The Manager may exercise this election on or before 5:00 p.m. Toronto time on such fourth calendar day by delivering a notice in writing to the Company of such waiver whereupon:

(A)	in accordance with the Company’s stock option plan, the Consultant’s unvested options on shares of the Company shall immediately vest and the Consultant’s vested options on shares of the Company will expire within ninety (90) days of the Date of Resignation; and
(B)	the Company shall be relieved of any obligation in connection with termination of the Consultant’s engagement to make the payment in Section 5(h)(iii).

The Consultant agrees to accept such compensation in full satisfaction of any and all claims the Consultant has or may have against the Company and the Consultant agrees to execute and deliver a full and final release in writing of the Company with respect to the same upon payment of said sum, except monies owing by either party to the other up to the Date of Resignation.

(i)	The Consultant shall not be required to mitigate the amount of any payment provided for under any paragraph of this Section 5 by seeking other engagement or otherwise nor shall the amount of any payment provided for in this Section 5 be reduced by any other compensation earned by the Consultant as a result of engagement by another client after the date of termination or otherwise.
(j)	The Company shall have full rights to offset any money properly due by the Consultant or the Manager to the Company against any amounts payable by the Company to the Consultant hereunder.
(k)	The Manager will cease to be enrolled in any Company benefit plan after the last day of any notice period given.

6.	Successors, Binding Agreement
	This Agreement shall enure to the benefit of and be binding upon and shall be enforceable by and against the Company’s successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all, or substantially all, of the business or assets of the Company, by agreement in form and substance satisfactory to the Consultant, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Agreement, the “Company” shall be defined in the preamble to this Agreement and include any successor to its business or assets which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. This Agreement shall enure to the benefit of and be enforceable by the Consultant’s heirs, administrators, executors and successors to the extent permitted herein.
7.	Notices
	For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given on the first following calendar day when delivered or faxed or on the fifth following calendar day when mailed in Canada by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(a)	If to the Consultant, at the address and fax number provided in Schedule “A”.
(b)	If to the Company:

Olympus Pacific Minerals Inc.
10 King Street East, Suite 500
Toronto, Ontario
M5C 1C3 Canada

Fax: (416) 572-4202

	or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
8.	Governing Law
	The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada.
9.	Miscellaneous
	No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Consultant and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
10.	Severability
	The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement, which shall remain in full force and effect.
11.	Counterparts and Facsimile
	This Agreement may be executed in one or more counterparts and by facsimile transmission, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.
12.	Assignability
	Neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 6. Without limiting the foregoing, the Consultant’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred. Notwithstanding the generality of the foregoing, the Consultant may assign its rights and obligations pursuant to this Agreement to a company or other entity wholly controlled by the Consultant which undertakes to the Company to make the Consultant’s services available to the Company on identical terms and conditions as this Agreement.

13. Competitive Activity

(a) Except to the extent provided in Schedule “A”, during the Term of this Agreement and for a period of one (1) year following the date of termination of this Agreement, neither the Consultant nor the Manager shall:

(i)	be directly or indirectly engaged in any company or firm which is a direct competitor to the Company in any province in Canada or any country where the Company is carrying on business;
(ii)	be employed by another company which may be formed as a direct competitor to the Company in Canada;
(iii)	intentionally act in any manner that is detrimental to the relations between the Company and its customers, employees or investors; and
(iv)	solicit any of the customers, employees and investors of the Company or be connected with any person, firm or corporation soliciting or servicing any other customers, employees or investors of the Company.

14.	Confidentiality
	The Consultant shall not either during the Term of this Agreement or at any time thereafter divulge, publish or otherwise reveal either directly or indirectly or through any person, firm or corporation the private affairs or secrets of the Company, its subsidiaries or affiliates to any person or persons other than the Directors of the Company and shall not without the prior written consent of the Company either during the continuance of this Agreement or at any time thereafter use for its own purpose or any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company. The Consultant agrees, during the Term of this Agreement and at all times thereafter to keep confidential all information and material provided to it by the Company, excepting only such information as is already known to the public, and including any such information and material relating to any customer, vendor or other party transacting business with the Company, and not to release, use or disclose the same except with the prior written permission of the Company. The within understanding shall survive the termination or cancellation of this Agreement, even if occasioned by the Company’s breach or wrongful termination. Each of the Consultant and the Company agree to keep the financial terms of this Agreement confidential, except to the extent as may be required for compliance with applicable regulatory and securities rules, regulations and laws.
15.	Time of the Essence
	Time shall be of the essence of this Agreement.
16.	Entire Agreement

	This Agreement represents the entire agreement between the Consultant and the Company concerning the subject matter hereof and supersedes any previous oral or written communications, representations, understandings or agreements with the Company or any of its officers or agents.
17.	Indemnity
	To the full extent allowed by law, the Company shall indemnify and save the Consultant harmless:

(a)	from and against any and all claims of every nature and kind whatsoever which may be made against it by any person, firm, corporation, government, or by any governmental department, body, commission, board, bureau agency or instrumentality including the Crown in any of her capacities, arising out of or in any way connected with the management, operation, activities or existence of the Company;
(b)	from and against any and all liability, losses, damages, costs, charges, expenses, fines and penalties which the Consultant may sustain, incur or be liable for including, without limitation, any amount paid to defend or settle an action or satisfy a judgment, in consequence of the Manager acting as an officer and/or director of the Company whether sustained or incurred by reason of its negligence, default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Company; and
(c)	in particular, and without in any way limiting the generality of the foregoing, from and against all liabilities and penalties, at any time imposed upon the Consultant or any claims at any time made against the Consultant under or by virtue of any provision in any law or regulation which in any way involves the affairs or business of the Company.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

OLYMPUS PACIFIC MINERALS INC.
By:	/s/ David A. Seton
	Name:	David A. Seton
	Title:	Chairman and Chief Executive Officer
By:	/s/ Jane Bell
	Name:	Jane Bell
	Title:	Vice President, Finance

SCHEDULE “A”
RESPONSIBILITIES AND ENGAGEMENT OF THE CONSULTANT AND MANAGER

(a)	Name of Manager: Jane Bell CA
	Address:
	Fax Number:
(b)	Position: Vice President Finance of Olympus Pacific Minerals Inc., a publicly-listed company registered in Canada and traded on the Toronto Stock Exchange, the Frankfurt Exchange, the Over-the-Counter Bulletin Board (US) and the Australian Stock Exchange.
(c)	Position Description: Plans, directs and controls the Company’s fiancial plans and accounting practices. Directs the functions such as budgeting, tax, real estate, payroll in addition to the accounting function and local filing requirements.

(d)	Schedules “A” and “B” Valid:	January 1, 2010 to December 31, 2010
	Schedules “A” and “B” Renewal:	On or before 31 December 2010 for 2011.

(e)	Contract Term:	January 1, 2010 to December 31, 2011
(f)	Location(s):	Auckland, New Zealand
(g)	Responsible to:	Chief Financial Officer

(h)

Responsible for: Initiating, coordinating and supervising cost-effective accounting and ensuring all regulatory fillings of OYM and the Company’s subsidiaries are completed and on time. Where necessary, coordinate with government representatives and outside professional service providers such as solicitors, auditors, staff training facilitators. Maintain professional association memberships and contacts to ensure up-to-date and current information on changes occurring within your area of responsibility. Oversee all Stock Exchange transactions and requirements in consultation with the CFO and or CEO.

(i)

Duties and Authority: As set out in agreed Company Objectives, budgets and policies, agreements and Board directives of Olympus Pacific Minerals Inc and its subsidiaries including regular visits to the various operations to co-ordinate and complete project plans

(j)	Time Spent on the Company:	Full Time
(k)	Extra activities agreed to:	none

SCHEDULE “B”
FEE SCHEDULE AND CRITERIA FOR BONUS

(a)	Name:	Jane Bell
(b)	Position:	Vice President Finance
(c)	Year:	1 January 2010 to 31 December 2010
(d)	Note:	Currency used is Canadian dollars

(e)	TOTAL Direct Compensation Target, made up from (f) Annual Base Salary, (g) STIP $ Target Bonus, (h) LTIP $ Target Opportunity: = C$ 258,445
(f)	Annual Base Salary = C$ 152,650

Incentive Bonus

(g)	Annual Short Term Incentive Plan (“STIP”) target bonus to be added to Annual Base Salary based on achieving Company’s Bank Balances at 31 December 2010 as set out below and as circulated to OYM officers in January 2010.
	STIP Target Bonus same as % of Annual Base Salary:

Target:	C$45,795 or 30% for $5M in Bank
Threshold	C$22,898 or 15% for $4M in Bank
Maximum	C$68,693 or 45% for $6M in Bank

(h) Annual Long Term Incentive Plan (“LTIP”) target bonus to be added to Annual Base Salary

(i)	$ Opportunity: C$ 60,000 worth of Olympus share options, from 1 January 2010 as detailed in the Share Option Agreement relating to the 1 January 2010 granting.
(ii)	Black Scholes Conversion Details are provided for your information.

(i)	Account Details for Payments to be detailed on your invoice covering 2010
(j)	Currency for payment is Canadian Dollars
(k)	Name for LTIP Options as per Share Option Agreement
(l)	Reimbursable Expenses and expatriate benefits: Travel expenses as per agreed policies on the Company’s internal website from time to time. (‘If it is not there, it does not exist’)
(m)	Performance Criteria: Meet requirements as specified from time to time by the CFO, the CEO or the Board of Olympus Pacific Minerals Inc, a publicly-listed company registered in Canada and traded on the Toronto Stock Exchange, The Frankfurt Exchange, the Over-the-Counter Bulletin Board (US) and the Australian Stock Exchange, and/or the Boards of the Campany’s subsidiaries.
(n)	Number of Months for Payment Pursuant to Takeover of Control: Twelve (12)

EX-3.36

Exhibit 3.36

STATE BANK OF VIETNAM	SOCIALIST REPUBLIC OF VIETNAM
	Independence — Freedom — Happiness
No. 10464/NHNN-QLNH

Ha Noi, 31 December, 2009

     To: BONG MIEU GOLD MINING COMPANY LIMITED

Re: Doré gold export

Regarding your Application No. 287-09/BOGOMIN for gold export, the State Bank of Vietnam hereby respond as below:

1.	We approve Bong Mieu Gold Mining Company Limited to export 600 kg (six hundred kilograms) of gold dore bar (75% gold) mined by the Company in year 2010 to be refined and traded overseas.
2.	Bong Mieu Gold Mining Company Limited is only permitted to export the type of gold specified in Article 1 of this letter and is requested to conform to regulations on gold export and import as well as relevant stipulations.
3.	This approval shall take effect until the end of 31 December 2010.

Distribution:	For the Director of the State Bank
-   As above	Director of Foreign Exchange Control
-   Nguyen Van Binh, the Deputy Director (to report) -   General Department of Customs -   Market Control Department (Ministry of Industry & Trade)	Department
-   File	(signed and sealed) Nguyen Quang Huy

STATE BANK OF VIETNAM	SOCIALIST REPUBLIC OF VIETNAM
	Independence — Freedom — Happiness
No. 10463/NHNN-QLNH

Ha Noi, 31 December, 2009

     To: PHUOC SON GOLD COMPANY LIMITED

Re: Doré gold export

Regarding your Application No. 182-09/PSGC for gold export, the State Bank of Vietnam hereby respond as below:

1.	We approve Phuoc Son Gold Company Limited to export 1,000 kg (One thousand kilograms) of gold dore bar (75% gold) mined by the Company in year 2010 to be refined and traded overseas.
2.	Phuoc Son Gold Company Limited is only permitted to export the type of gold specified in Article 1 of this letter and is requested to conform to regulations on gold export and import as well as relevant stipulations.
3.	This approval shall take effect until the end of 31 December 2010.

Distribution:	For the Director of the State Bank
-   As above	Director of Foreign Exchange Control
-   Nguyen Van Binh, the Deputy Director (to report) -   General Department of Customs	Department
-   Market Control Department (Ministry of Industry & Trade) -   File	(signed and sealed) Nguyen Quang Huy

EX-3.37

Exhibit 3.37

SECURITIES PURCHASE AGREEMENT

     This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated March ___, 2010, is between OLYMPUS PACIFIC MINERALS INC., a Canadian corporation (the “Company”), and each purchaser identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”) and, with respect to certain sections hereof, Euro Pacific Capital, Inc. (the “Placement Agent”).

BACKGROUND

     This Agreement has been entered into pursuant to the terms of the Company’s Confidential Private Placement Memorandum, dated March ___, 2010 (together with any and all amendments and/or supplements thereto, the “Memorandum”).

     The Placement Agent is acting in such capacity in connection with the Company’s offering of Units as described in the Memorandum.

     The Investors desire to purchase from the Company, and the Company desires to sell and issue to the Investors, upon the terms and conditions stated in this Agreement a minimum of CAD $10,000,000 (the “Minimum Amount”) of Units (as defined below) and up to a maximum of CAD $12,750,000 (the “Maximum Amount”) of Units.

     Each unit (a “Unit” and collectively, the “Units”) shall consist of: (i) a nine (9%) percent subordinated unsecured convertible promissory note (each a “Note,” and, collectively, the “Notes”) of the Company in the aggregate principal amount of CAD $0.84, which Note shall be convertible into shares (each a “Conversion Share” and collectively, the “Conversion Shares”) of the Company’s common stock, with no par value (together with any securities into which such shares may be reclassified, the “Common Stock”) at CAD $0.42 per Conversion Share (subject to adjustment as set forth in the certificate representing the Note), which Notes shall be in the form annexed hereto as Exhibit A, (ii) two (2) separate common stock purchase warrants (each a “Warrant,” and, collectively, the “Warrants”), the first of which is fully vested and immediately exercisable for the purchase one (1) share of Common Stock at an exercise price of CAD $0.50 per Warrant Share (as defined below) (subject to adjustment as set forth in the certificate representing the Warrants), and the second of which is exercisable, subject to vesting as specified in the certificate representing the Warrant, for the purchase of two (2) shares of Common Stock at an exercise price of CAD $0.42 per Warrant Share (subject to adjustment as set forth in the certificate representing the Warrants. Each share issuable upon exercise of the Warrants is referred to as a “Warrant Share,” and collectively, as the “Warrant Shares”. The Warrants will be substantially in the form attached hereto as Exhibit B-1 and Exhibit B-2, respectively.

     The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the Commission under the Securities Act.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to the sale and purchase of the Units as set forth herein.

1. DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.

     “Affiliate” means, with respect to any specified Person: (i) if such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors, or legal representatives, if applicable, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

     “Business Day” means any day on which banks located in New York, New York, United States or Toronto, Ontario, Canada are not required or authorized by law to remain closed.

     “CAD” means Canadian Dollar.

     “Closing Escrow Agreement” means the Closing Escrow Agreement, dated March ___, 2010, by and among the Company, the Placement Agent and the Escrow Agent.

     “Commission” means Ontario Securities Commission.

     “Company’s knowledge” means the information and/or other items that the following executives of the Company have actual knowledge of after due inquiry: the Chairman and Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Vice President of Commercial Development, the Corporate Secretary, the Chief Geologist, the Vice Presidents of Finance, and the Vice President of Investor Relations.

     “Escrow Account” means the escrow account established by the Escrow Agent pursuant to the Closing Escrow Agreement where funds representing the Investors’ aggregate Purchase Price shall be held pending the First Closing.

     “Escrow Agent” means Gowling Lafleur Henderson LLP.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal.

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     “Intellectual Property” means the Company’s patents, patent applications, provisional patents, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, mask works, customer lists, internet domain names, know-how and other intellectual property, including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, procedures or registrations or applications relating to the same.

     “Indebtedness” of any Person means all obligations of such Person: (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases, and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.

     “Investor” means any person who purchases Units in the Offering pursuant to this Agreement.

     “Legal Requirement” shall mean any federal state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of any national securities exchange upon which the Common Stock is then listed or traded). Reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect from time to time, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or re-enactment of such section or other provision.

     “Lien(s)” means any interest in Property securing an obligation owed to a Person whether such interest is based on the common law, statute or contract, and including but not limited to a security interest arising from a mortgage, lien, title claim, assignment, encumbrance, adverse claim, contract of sale, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” includes but is not limited to mechanics’, materialmen’s, warehousemen’s and carriers’ liens and other similar encumbrances. For the purposes hereof, a Person shall be deemed to be the owner of Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

     “Material Adverse Effect” means a material adverse effect on, and a “Material Adverse Change ” means a material adverse change in: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Company taken as a whole; or (ii) the ability of the Company to perform its obligations under the Transaction Documents, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (a) any change in general economic conditions in the industries or markets in which the Company and its Subsidiaries operates so long as the Company and its Subsidiaries are not disproportionately (in a material manner) affected by such changes; (b) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as the Company and its Subsidiaries are

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not disproportionately (in a material manner) affected by such changes; (c) changes in United States or Canadian generally accepted accounting principles, or the interpretation thereof; (d) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby; or (e) temporary in nature.

     “OTCBB” shall mean the Over-the-Counter Bulletin Board system.

     “Offering” shall mean the offering and sale of the Units pursuant to this Agreement and the Memorandum.

     “Person” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Purchase Price” shall mean an amount equal to CAD $0.84 per Unit multiplied by the number of Units being purchased.

     “Regulatory Authorities” means collectively the Commission and the TSX;

     “SEC” means the United States Securities and Exchange Commission.

     “Securities” means the Units, the Notes, the Conversion Shares, the Warrants and the Warrant Shares.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Securities Laws” means the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of the Commission;

     “Subsidiaries” shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any controlling equity or other controlling ownership interest or otherwise controls through contract or otherwise, including, without limitation, any variable interest entity of the Company.

     “Trading Day” means: (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over the counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over the counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

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     “Trading Market” means whichever of the TSX, New York Stock Exchange, the NYSE AMEX, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

     “Transaction Documents” means this Agreement, the Memorandum, the certificates representing the Notes, the certificates representing the Warrants, and the Closing Escrow Agreement.

     “Transfer” means any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

     “TSX” means the Toronto Stock Exchange.

2. SALE AND PURCHASE OF UNITS.

     2.1. Subscription for Units by Investors. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, the number of Units specified by it on its respective signature page attached hereto in exchange for the Purchase Price. Units will be sold in minimum denominations of CAD $1,000.

     2.2. Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor listed on Schedule A-1, and each such Investor shall, severally and not jointly, purchase from the Company on the Closing Date, such number of Units set forth on the respective signature pages attached hereto, which will be reflected opposite such Investor’s name on Schedule A-1 (the “Closing”). The date of the Closing is hereinafter referred to as the “Closing Date”. The Closing shall occur within the time periods set forth in the Memorandum at the offices of Pillsbury Winthrop Shaw Pittman LLP at 2300 N Street, NW, Washington, DC 20037 or remotely via the exchange of documents and signatures.

The Investors acknowledge that the Offering may be completed at one or more partial closings in the discretion of the Company and the Investor Representative and that the Closing as contemplated in this Agreement may be effected at one or more of such partial Closings until the Maximum Amount is raised; provided, however, that Units equal to at least the Minimum Amount are required to be sold at the first such partial Closing. Upon completion of the Closing, the Company is irrevocably entitled to the Purchase Price for the Units, subject to the rights of the Investors under this Agreement and any applicable laws.

     2.3. Closing Deliveries. At the Closing, the Company shall deliver to the Investors purchasing Units at such Closing, against delivery by the Investor of the Purchase Price (as provided below), certificates representing the Notes and the Warrants. At the Closing, each Investor purchasing Units at the Closing shall deliver or cause to be delivered to the Company: (i) the Purchase Price set forth in its counterpart signature page annexed hereto by paying Canadian dollars via bank, certified or personal check which has cleared prior to the applicable Closing or in immediately available funds, by wire transfer to the Escrow Account pursuant to the Closing Escrow Agreement; (ii) any further documentation as required under the Securities Laws or the policies of any Regulatory Authority.

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     2.4. The Notes. The Notes shall have the terms and conditions and be substantially in the form attached hereto as Exhibit A.

     2.5. The Warrants. The Warrants shall have the terms and conditions and be substantially in the forms attached hereto as Exhibit B-1 and Exhibit B-2.

     2.6. Use of Proceeds. The Company hereby covenants and agrees that the proceeds from the sale of Units shall be used as provided for in the Memorandum.

     2.7. Investor Representative. Each Investor, severally and not jointly, hereby appoints the Placement Agent (together with its permitted successors, and in this context, the “Investor Representative”), as its true and lawful agent and attorney-in-fact to without the need for any further consent or further action on the part of any Investor: (a) enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Transaction Documents, (b) to accept delivery of the certificates representing the Notes and the Warrants comprised in the Units purchased hereunder; (c) exercise all or any of the powers, authority and discretion conferred on such Investor under this Agreement or any of the Transaction Documents, (d) waive any terms and conditions of this Agreement or any of the Transaction Documents, including, but not limited to, waive any Event of Default (as defined in the certificate representing the Notes) and any negative or affirmative covenants of the Company contained in any Transaction Document, (e) give and receive notices on such Investor’s behalf and to be such Investor’s exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and the Investor Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Investor Representative shall not be liable for any action taken or not taken by it in connection with its obligations under this Agreement in the absence of its own gross negligence or willful misconduct. If the Investor Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by those persons holding more than fifty percent (50%) in principal amount of the Notes who shall serve and exercise the powers of Investor Representative hereunder.

3. ACKNOWLEDGEMENTS OF THE INVESTORS.

     Each Investor, severally and not jointly, acknowledges that:

     3.1. Resale Restrictions. None of the Securities have been registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, none of the Securities may be offered or sold by the Investor except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with applicable state securities laws. The Investors further acknowledge that neither this Agreement nor any of the other Transaction Documents provide the Investor with any registration rights and the Company has no intention of registering any of the Securities.

     3.2. Agreements. Such Investor has received, carefully read and acknowledges the terms of the Transaction Documents and Memorandum, including the Risk Factors set forth in the Memorandum.

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     3.3. Books and Records. The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Investor during reasonable business hours at the Company’s principal place of business, that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by the Investor and its attorney and/or advisor(s) and that the Investor and/or its advisor has reviewed all such documents, records and books to its full satisfaction and all questions it and/or its advisor may have had been answered to their respective full satisfaction.

     3.4. Independent Advice. The Investor has been advised to consult the Investor’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and neither the Company nor the Placement Agent is in any way, directly and/or indirectly, responsible) for compliance with:

          (a) any applicable laws of the jurisdiction in which the Investor is resident in connection with the distribution of the Securities hereunder, and

          (b) applicable resale restrictions.

     3.5. No Governmental Review or Insurance. Neither the SEC nor any other securities commission, securities regulator or similar regulatory authority has reviewed or passed on the merits of the Securities or on any of the documents reviewed or executed by the Investor in connection with the sale of the Securities, and there is no government or other insurance covering any of the Securities.

     3.6. Personal Information. The Investor acknowledges and consents to the fact that the Company is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) of the Investor for the purpose of completing this Agreement. The Investor acknowledges and consents to the Company retaining such personal information for as long as permitted or required by law or business practices; the Investor agrees and acknowledges that the Company may use and disclose such personal information: (i) for internal use with respect to managing the relationships between and contractual obligations of the Company and the Investor; (ii) for use and disclosure for income tax related purposes, including, without limitation, where required by law, disclosure to Canadian Revenue Agency; (iii) disclosure to professional advisers of the Company; (iv) disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trade or similar regulatory filings; (v) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (vi) disclosure to any Person where such disclosure is necessary for legitimate business reasons and is made with the Investor’s prior written consent; (vii) disclosure to a court determining the rights of the parties under this Agreement; and (viii) for use and disclosure as otherwise required or permitted by law; in addition, the Investor further acknowledges and consents to the fact that the Company may be required to provide any one or more of the Canadian securities regulators, stock exchanges, the

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Investment Industry Regulatory Organization of Canada, other regulatory agencies or the Company’s registrar and transfer agent with any personal information provided by the Investor in this Agreement, and may make any other filings of such personal information as the Company’s counsel deems appropriate, and the Investor acknowledges receipt of notification of the disclosure of Personal Information by the Company to the TSX and the Investor hereby consents to and authorizes the foregoing use and disclosure of such Personal Information and agrees to provide, on request, all particulars required by the Company in order to comply with the foregoing. The Investor further acknowledges and expressly consents to:

          (a) the disclosure of Personal Information by the Company to the TSX and other applicable regulatory authorities, as required; and

          (b) the collection, use and disclosure of Personal Information by the TSX for such purposes as may be identified by the TSX, from time to time,

(for the purposes of this Section 3.7 “Personal Information” means any information identifiable about the Investor).

     3.7. No Restriction. Except as otherwise expressly provide in any Transaction Document, the issue of the Units will not restrict or prevent the Company from obtaining any other financing or from issuing additional securities or rights.

     3.8. Proceeds of Crime. The funds representing the aggregate Purchase Price in respect of the Units which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTF Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s name and other information relating to this Agreement and the Investor’s subscription hereunder, on a confidential basis, pursuant to the PCMLTF Act; to the best of the Investor’s knowledge, none of the subscription funds to be provided hereunder (i) have been or will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under the laws of Canada or the United States or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Investor; the Investor shall promptly notify the Company if the Investor discovers that any such representation ceases to be true, and shall provide the Company with appropriate information in connection therewith.

     3.9. Investment Experience. Such Investor acknowledges that the purchase of the Securities is a highly speculative investment and that it can, without impairing its financial condition, bear the economic risk and complete loss of its entire investment in the Securities and has such knowledge and experience in financial and/or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby and the Investor can be assured to have the capacity to protect its own interest in connection with its investment.

     3.10. Company’s Right to Reject Subscriptions. The Investor acknowledges that the Company, in its sole discretion, reserves the unconditional right to accept or reject, in whole or in part, this subscription, with or without cause or to determine not to proceed with the Offering.

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4. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.

     Each Investor, severally and not jointly, represents and warrants to the Company solely as to such Investor that as at the date given above and the Closing Date:

     4.1. Capacity. The Investor: (i) if a natural person, represents that the Investor has reached the age of 21 and has full authority, legal capacity and competence to enter into, execute and deliver this Agreement and the Transaction Documents to which the Investor is a party and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof and, (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, such entity has full power and authority to execute and deliver this Agreement, the Transaction Documents to which it is a party and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof and to purchase and hold the Units, the execution and delivery of this Agreement and the Transaction Documents to which it is a Party have been duly authorized by all necessary action; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a Party in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Investor is executing this Agreement and the Transaction Documents, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and the Transaction Documents to which it is a Party and make an investment in the Company.

     4.2. No Violation of Corporate Governance Documents. If the Investor is a corporation or other entity, the entering into of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, or the charter or other organizational documents, bylaws or other governing documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound.

     4.3. Binding Agreement. The Investor has duly executed and delivered this Agreement and the other Transaction Documents to which it is a party, and this Agreement and the other Transaction Documents to which it is a party constitute a valid and binding agreement of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may be limited by general principals of equity, or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

     4.4. Purchase Entirely for Own Account. The Securities are being acquired by the Investor as principal for such Investor’s own account, not as nominee or agent, and not for the benefit of any Person, for investment purposes only and not with a view to the resale or distribution of any part thereof in violation of the Securities Act or the Securities Laws,

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and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act or the Securities Laws, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws or the Securities Laws.

     4.5. Not a Broker-Dealer. Such Investor is neither a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or Affiliated with any member of FINRA, nor a broker-dealer registered with the SEC under the Exchange Act or engaged in a business that would require it to be so registered, nor is it an Affiliate of a such a broker-dealer or any Person engaged in a business that would require it to be registered as a broker-dealer. In the event such Investor is a member of FINRA, or associated or Affiliated with a member of FINRA, such Investor agrees, if requested by FINRA, to sign a lock-up, the form of which shall be satisfactory to FINRA with respect to the Securities.

     4.6. Not an Underwriter. Such Investor is not an underwriter of the Common Stock, nor is it an Affiliate of an underwriter of the Common Stock.

     4.7. Disclosure of Information. Such Investor has had an opportunity to receive, and fully and carefully review, all information related to the Company and the Securities requested by it and to ask questions of and receive answers from the Company regarding the Company and its business and the terms and conditions of the Offering of the Securities. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. Such Investor acknowledges that it has received, and fully and carefully reviewed and understands all of the Transaction Documents, including, but not limited to, the Memorandum describing, among other items, the Company, its business and risks, the Securities and the offering of the Securities. Investor acknowledges that it has received, and fully and carefully reviewed and understands, copies of the SEC Reports, either in hard copy or electronically through the SEC’s EDGAR system. The Investor acknowledges that the Transaction Documents, including, but not limited to, the Memorandum do not contain all the information that would be included in a registration statement covering the offering and sale of the Securities under the Securities Act. The Investor further acknowledges that it is aware that (i) in January 2010 the Company completed an amalgamation with Zedex Minerals Limited (“Zedex”), a New Zealand corporation with interests in Southeast Asia, (ii) the Company has not filed with the SEC its Annual Report on Form 20-F for the year ended December 31, 2009 (“Form 20-F”), which will include detailed disclosures of Zedex’s assets, minerals properties, financial statements, and related information, and (iii) the existing SEC Reports do not contain the information regarding Zedex that will be included in the Form 20-F. Such Investor understands that its investment in the Securities involves a high degree of risk. Such Investor’s decision to enter into this Agreement has been made based solely on the independent evaluation of the Investor and its representatives. Such Investor has received such accounting, tax and legal advice from Persons (other than the Company) as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.

     4.8. Restricted Securities. Such Investor understands that the sale or re-sale of the Securities has not been and is not being registered under the Securities Act or any

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applicable state securities laws, and the Securities, as applicable, may not be transferred unless:

          (a) they are sold pursuant to an effective registration statement under the Securities Act; or

          (b) they are being sold pursuant to a valid exemption from the registration requirements of the Securities Act; or

          (c) they are sold or transferred to an “affiliate” (as defined in Rule 144, promulgated under the Securities Act (or a successor rule (“Rule 144”)) of such Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 4.9 and who is an accredited investor, or

          (d) they are validly sold pursuant to Rule 144.

     Such Investors further understands that any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

     4.9. Accredited Investor. Such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act (“Regulation D”).

     4.10. No General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation, and is not aware of any public advertisement or general solicitation in respect of the Company or its securities.

     4.11. Brokers and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or any other Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

     4.12. Prohibited Transactions. Other than with respect to the transactions contemplated herein, since the earlier to occur of: (i) the time that such Investor was first contacted by the Investor Representative, or any other Person regarding an investment in the Company and (ii) the thirtieth (30^th) day prior to the date hereof, neither the Investor nor any Affiliate of the Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to the Investor’s review or input concerning such Affiliate’s investments or trading decisions (collectively, “Trading Affiliates”) has, directly or indirectly, nor has any Person acting on behalf of, or pursuant to, any understanding with such Investor or Trading Affiliate effected or agreed to effect any transactions in the securities of the Company or involving the Company’s securities (a “Prohibited Transaction”).

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     4.13. Residency. Such Investor is a resident of, or if not an individual, has its head office located in, the jurisdiction set forth in on such Investor’s signature page hereto which address is the Investor’s residence or principal place of business, and such address was not obtained or used solely for the purpose of acquiring the Units.

     4.14. Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities. All of the information which the Investor has provided to the Company is true, correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to the Closing, the Investor will immediately provide the Company with such information. The Investor will indemnify and hold the Company, its affiliates, and representatives, harmless from and against any and all loss, liability, cost, damage, expense (including attorney’s fees and expenses) and claims arising out of, in connection with or resulting (i) from the sale or distribution of the Securities by the Investor in violation of any applicable law, rule or regulation, and (ii) any misrepresentation by the Investor or any breach of any warranties herein or any covenants or agreements set forth herein. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any person or entity pursuant to this paragraph in an amount in excess of the amount of the aggregate Purchase Price paid by such Investor pursuant to this Offering.

     4.15. Control Person. The Investor is not a “control person” of the Company as defined in the Securities Act (Ontario), will not become a “control person” by virtue of the purchase of any of the Units and does not intend to act in concert with any other Person to form a control group of the Company.

     4.16. No Representation. Other than in connection with the redemption of the Notes, no person has made to the Investor any written or oral representations: (i) that any Person will resell or repurchase any of the Securities; (ii) that any Person will refund the Purchase Price; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on a stock exchange.

     4.17. International Investors. If the Investor is resident outside the United States, the Investor: (a) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which the Investor is resident (the “International Jurisdiction”) which would apply to the acquisition of the Units; (b) is purchasing the Units pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Investor is permitted to purchase the Units under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; (c) the Investor confirms that the subscription by the Investor does not contravene any applicable securities laws of the Authorities in the International Jurisdiction and does not require the Company to make any filings or seek any approvals of any nature whatsoever from any

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Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Units; and (d) the Investor confirms that the purchase of the Units by the Investor does not trigger: an obligation by the Company or any other Person to prepare and file a registration statement, prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or continuous disclosure reporting obligations of the Company in the International Jurisdiction; and the Investor will, if requested by the Company comply with such other requirements as the Company may reasonably require.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     Except as set forth in: (i) the SEC Reports, (ii) the Memorandum or (ii) the corresponding section of the Disclosure Schedules delivered to the Investor Representative concurrently herewith, the Company hereby makes the following representations and warranties as of the date hereof and as of the Closing Date to each Investor:

     5.1. Subsidiaries. A true and correct structure chart of the Company and its wholly-owned and consolidated Subsidiaries is included as Schedule 5.1 to the Disclosure Schedules. Except as disclosed on Schedule 5.1 to the Disclosure Schedules or in the Memorandum, the Company owns, directly or indirectly, all of the capital stock of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of pre-emptive and similar rights.

     5.2. Organization and Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect.

     5.3. Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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     5.4. No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.

     5.5. Filings, Consents and Approvals. Neither Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (a) the application(s) to each Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and applicable Blue Sky filings, (b) such as have already been obtained or such exemptive filings as are required to be made under applicable securities laws, (c) such other filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of each Investor set forth in Section 4 hereof, the Company has taken all action necessary to exempt: (i) the issuance and sale of the Securities, (ii) the issuance of the Warrant Shares upon due exercise of the Warrants, and (iii) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Articles of Incorporation or Bylaws that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents.

     5.6. Issuance of the Securities. The Notes are (or will be) duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly created, free and clear of all Liens. The Warrants have been duly and validly authorized. Upon the due conversion of the Notes, the Conversion Shares will be validly issued, fully paid and non-assessable free and clear of all Liens. Upon the due exercise of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable free and clear of all Liens. The Company has reserved (or will reserve) from its duly authorized

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capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement, the Notes and the Warrants.

     5.7. Capitalization. Schedule 5.7 to the Disclosure Schedules sets forth as of the date hereof (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, non-assessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. No Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as described on Schedule 5.7 to the Disclosure Schedules, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock, other than in connection with the Company’s stock option plan. The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as described on Schedule 5.7 to the Disclosure Schedules, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 5.7 to the Disclosure Schedules, and no Person has the right to require the Company to register any securities of the Company under the Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person.

     5.8. SEC Reports; Financial Statements. The Company has filed all reports and registration statements required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Reports” and, together with the Disclosure Schedules to this Agreement and the Memorandum, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto

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as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in Canada applied on a consistent basis during the periods involved (“Canadian GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by Canadian GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

     5.9. Material Changes. Except as otherwise disclosed in the Memorandum, since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports, the Company and its Subsidiaries have not:

          (a) suffered any Material Adverse Change;

          (b) suffered any damage, destruction or loss, whether or not covered by insurance, in an amount in excess of CAD $200,000;

          (c) granted or agreed to make any increase in the compensation payable or to become payable by the Company or any of its Subsidiaries to any officer or employee, except for normal raises for non-executive personnel made in the ordinary course of business that are usual and normal in amount;

          (d) declared, set aside or paid any dividend or made any other distribution on or in respect of the shares of capital stock of the Company or any of its Subsidiaries, or declared or agreed to any direct or indirect redemption, retirement, purchase or other acquisition by the Company or any of its Subsidiaries of such shares;

          (e) issued any shares of capital stock of the Company or any of its Subsidiaries, or any warrants, rights or options thereof, or entered into any commitment relating to the shares of capital stock of the Company or any of its Subsidiaries;

          (f) adopted or proposed the adoption of any change in the Company’s Certificate of Incorporation or Bylaws or similar constituent instruments;

          (g) made any change in the accounting methods or practices they follow, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein, or any tax election;

          (h) sold, leased, abandoned or otherwise disposed of any real property or any machinery, equipment or other operating property other than in the ordinary course of their business;

          (i) sold, assigned, transferred, licensed or otherwise disposed of any of the Company’s Intellectual Property or interest thereunder or other intangible asset except in the ordinary course of their business;

          (j) been involved in any dispute involving any employee which would reasonably be expected to result in a Material Adverse Change;

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          (k) entered into, terminated or modified any employment, severance, termination or similar agreement or arrangement with, or granted any bonuses (or bonus opportunity) to, or otherwise increased the compensation of any executive officer;

          (l) entered into any material commitment or transaction (including without limitation any borrowing or capital expenditure);

          (m) amended or modified, or waived any default under, any Material Contract (as defined herein);

          (n) to the Knowledge of the Company, incurred any material liabilities, contingent or otherwise, either matured or unmatured (whether or not required to be reflected in financial statements in accordance with Canadian GAAP, and whether due or to become due), except for accounts payable or accrued salaries that have been incurred by the Company since the date of the latest audited financial statements included within the SEC Reports, in the ordinary course of its business and consistent with the Company’s past practices;

          (o) permitted or allowed any of their material property or assets to be subjected to any material Lien;

          (p) settled any claim, litigation or action, whether now pending or hereafter made or brought;

          (q) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of CAD $200,000, or in the aggregate, in excess of CAD $50,000;

          (r) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of their Affiliates, officers, directors or stockholders or, to the Company’s knowledge, any Affiliate or associate of any of the foregoing;

          (s) made any amendment to, or terminated any agreement that, if not so amended or terminated, would be material to the business, assets, liabilities, operations or financial performance of the Company or any of its Subsidiaries;

          (t) compromised or settled any claims relating to taxes, any tax audit or other tax proceeding, or filed any amended tax returns;

          (u) merged or consolidated with any other Person, or acquired a material amount of assets of any other Person;

          (v) entered into any agreement in contemplation of the transactions specified herein other than this Agreement and the other Transaction Documents; or

          (w) agreed to take any action described in this Section 5.9 or which would reasonably be expected to otherwise constitute a breach of any of the representations or warranties of the Company contained in this Agreement or any other Transaction Documents.

     5.10. Litigation. Except as described on Schedule 5.10 to the Disclosure Schedules, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company,

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any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which: (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavourable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or SEC involving the Company or any current or former director or officer of the Company. Neither the Commission nor the SEC has issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

     5.11. Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or Governmental Body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business, except in the case of clauses (i), (ii) and (iii) as would not have or reasonably be expected to result in a Material Adverse Effect.

     5.12. Regulatory Permits. Except as disclosed in the SEC Reports and the Memorandum, the Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports and the Memorandum, except where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

     5.13. Title to Assets. Except as disclosed in the SEC Reports and the Memorandum, the Company and the Subsidiaries have good and marketable title to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

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     5.14. Contracts.

          (a) Except as set forth in the SEC Reports or the Memorandum and other than in the ordinary course of business as gold mining production and exploration company, including, without limitation, as required for construction of the Phuoc Son processing plant, neither the Company nor any of its Subsidiaries is party or subject to, or bound by:

               (i) any agreements, contracts or commitments that call for prospective fixed and/or contingent payments or expenditures by or to the Company or any of its Subsidiaries of more than CAD $200,000, or which is otherwise material and not entered into in the ordinary course of business;

               (ii) any contract, lease or agreement involving payments in excess of CAD $200,000, which is not cancelable by the Company or any of its Subsidiaries, as applicable, without penalty on not less than 60 days notice except for: Blasting Service Contract for Bong Mieu 18 August 2009 to 31 December 2014 for US$64,303 pa. Balance to go US$241,136; Ore Hauling Contract for Phuoc Son 1 November 2008 to 31 September 2010 for US$966,891 with 7 months to pay is US$294,271; and Lease and operating costs commitments for Toronto office expires 31 December 2012. Net commitment remaining is C$305,507

               (iii) any contract, including any distribution agreements, containing covenants directly or explicitly limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any Person or to offer any of its products or services;

               (iv) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of money or pledging or granting a security interest in any assets;

               (v) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or any of its Subsidiaries or Persons related to or affiliated with such Persons;

               (vi) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company or any of its Subsidiaries, including, without limitation, any agreement with any stockholder of the Company or any of its Subsidiaries which includes, without limitation, antidilution rights, voting arrangements or operating covenants;

               (vii) any pension, profit sharing, retirement, stock option or stock ownership plans;

               (viii) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries or based on the revenues or profits derived from any material contract;

               (ix) any acquisition, merger, asset purchase or other similar agreement;

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               (x) any sales agreement which entitles any customer to a right of set-off, or right to a refund after acceptance thereof;

               (xi) any agreement with any supplier or licensor containing any provision permitting such supplier or licensor to change the price or other terms upon a breach or failure by the Company or any of its Subsidiaries, as applicable, to meet its obligations under such agreement; or

               (xii) any agreement under which the Company or any of its Subsidiaries has granted any Person registration rights for securities.

          (b) Schedule 5.15(b) to the Disclosure Schedules along with the material contracts disclosed by the Company in its SEC Reports together constitute a listing or description of all agreements, contracts or instruments, including all amendments thereto, to which the Company or its Subsidiaries are bound which meet the criteria set forth in Section 5.15(a) (such agreements, contracts or instruments, collectively, the “Material Contracts”). The Company has made available to the Investor Representative copies of the Material Contracts. Neither the Company nor any of its Subsidiaries has entered into any oral contracts which, if written, would qualify as a Material Contract. Each of the Material Contracts is valid and in full force and effect, is enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, and will continue to be so immediately following the Closing Date.

          (c) Actions with Respect to Material Contracts.

               (i) Neither the Company nor any of its Subsidiaries has violated or breached, or committed any default under, any Material Contract in any material respect, and, to the Company’s knowledge, no other Person has violated or breached, or committed any default under any Material Contract, except for violations, breaches of defaults which would not have a Material Adverse Effect; and

               (ii) To the Company’s knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to: (A) result in a material violation or breach of any of the provisions of any Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Material Contract, (C) give any Person the right to accelerate the maturity or performance of any Material Contract or (D) give any Person the right to cancel, terminate or modify any Material Contract, except, in each case, as would not have a Material Adverse Effect.

     5.15. Taxes.

          (a) The Company and its Subsidiaries have timely and properly filed all tax returns required to be filed by them for all years and periods (and portions thereof) for which any such tax returns were due, except where the failure to so file would not have a Material Adverse Effect. All such filed tax returns are accurate in all material respects. The Company has timely paid all taxes due and payable (whether or not shown on filed tax returns), except where the failure to so pay would not have a Material Adverse Effect. There are no pending assessments, asserted deficiencies or claims for additional taxes that have not been paid. The reserves for taxes, if any, reflected in the SEC Reports or the in the

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Memorandum are adequate, and there are no Liens for taxes on any property or assets of the Company and any of its Subsidiaries (other than Liens for taxes not yet due and payable). There have been no audits or examinations of any tax returns by any Governmental Body, and the Company or its Subsidiaries have not received any notice that such audit or examination is pending or contemplated. No claim has been made by any Governmental Body in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns that it is or may be subject to taxation by that jurisdiction. To the knowledge of the Company, no state of facts exists or has existed which would constitute grounds for the assessment of any penalty or any further tax liability beyond that shown on the respective tax returns. There are no outstanding agreements or waivers extending the statutory period of limitation for the assessment or collection of any tax.

          (b) Neither the Company nor any of its Subsidiaries is a party to any tax-sharing agreement or similar arrangement with any other Person.

     5.16. Employees and Labor Relations.

          (a) Each Person who performs services for the Company or any of its Subsidiaries has been, and is, properly classified by the Company or its Subsidiaries as an employee or an independent contractor.

          (b) To the Company’s knowledge, no employee or advisor of the Company or any of its Subsidiaries is or is alleged to be in violation of any term of any employment contract, disclosure agreement, proprietary information and inventions agreement or any other contract or agreement or any restrictive covenant or any other common law obligation to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, and the employment of the employees of the Company and its Subsidiaries does not subject the Company or the Company’s stockholders to any liability. There is neither pending nor, to the Company’s knowledge, threatened any actions, suits, proceedings or claims, or, to the Company’s knowledge, any basis therefor or threat thereof with respect to any contract, agreement, covenant or obligation referred to in the preceding sentence.

          (c) No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse Effect.

     5.17. Patents and Trademarks. To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with their respective businesses as described in the SEC Reports and the Memorandum and which the failure to so have could have or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable. The Company and its Subsidiaries have taken reasonable steps to protect the Company’s and its Subsidiaries’ rights in their

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Intellectual Property Rights and confidential information (the “Confidential Information”). Each employee, consultant and contractor who has had access to Confidential Information which is necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted has executed an agreement to maintain the confidentiality of such Confidential Information and has executed appropriate agreements that are substantially consistent with the Company’s standard forms thereof. Except under confidentiality obligations, there has been no material disclosure of any of the Company’s or its Subsidiaries’ Confidential Information to any third party.

     5.18. Environmental Matters. To the Company’s knowledge, neither the Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any Governmental Body relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s knowledge, threatened investigation that might lead to such a claim.

     5.19. Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged as described in the Memorandum. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

     5.20. Private Placement. Assuming the accuracy of the Investors representations and warranties set forth in Section 4, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investors as contemplated hereby.

     5.21. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this Offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.

     5.22. Brokers and Finders. Other than as described in the Memorandum, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.

     5.23. No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of

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any of the Securities.

     5.24. Disclosures. Neither the Company nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information that constitutes or might constitute material, non-public information, other than the terms of the transactions contemplated hereby. The written materials delivered to the Investors in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading as at the date of such statements.

     5.25. Solvency. The Company has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing its inability to pay its debts as they come due; or (f) made an offer of settlement, extension or composition to its creditors generally.

     5.26. Related Party Transactions. Except as set forth in the SEC Reports or the Memorandum: (a) none of the Company or any of its Affiliates, officers, directors, stockholders or employees, or any Affiliate of any of such Person, has any material interest in any property, real or personal, tangible or intangible, including the Company’s Intellectual Property used in or pertaining to the business of the Company, except for the normal rights of a stockholder, or, to the knowledge of the Company, any supplier, distributor or customer of the Company, (b) there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, employees, Affiliates, or, to the Company’s knowledge, any Affiliate thereof, (c) to the Company’s knowledge, no employee, officer or director of the Company or any of its Subsidiaries has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company; (d) to the Company’s knowledge, no member of the immediate family of any officer or director of the Company is directly or indirectly interested in any Material Contract or (e) there are no amounts owed (cash and stock) to officers, directors and consultants (salary, bonuses or other forms of compensation).

     5.27. Questionable Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of their respective current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company or any Subsidiary, has on behalf of the Company or any Subsidiary or in connection with their respective businesses: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of the Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

     5.28. PFIC. None of the Company or any of its Subsidiaries is or intends to become a “passive foreign investment company” within the meaning of Section 1297 of the

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Code of 1986.

     5.29. OFAC. None of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or Person acting on behalf of the Company or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Units, or lend, contribute or otherwise make available such proceeds to any of the Company’s Subsidiaries, joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

     5.30. Money Laundering Laws. To the Company’s knowledge, the operations of each of the Company or any of its Subsidiaries are and have been conducted at all times in compliance with the money laundering Legal Requirements of all applicable Governmental Bodies and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

6. CONDITIONS TO EACH CLOSING OF THE INVESTORS.

     The obligation of the Investors to purchase the Units at any Closing is subject to the fulfillment to, the satisfaction of the Placement Agent, acting reasonably, on or prior to such applicable Closing Date, of the following conditions, any of which may be waived by the Placement Agent:

     6.1. Representations and Warranties. The representations and warranties made by the Company in Section 5 hereof qualified as to materiality shall be true and correct at all times prior to and on the applicable Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 5 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the applicable Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.

     6.2. Performance of Agreements. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the applicable Closing Date.

     6.3. Approvals. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect.

     6.4. Judgments, etc. No judgment, writ, order, injunction, award or decree of or

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by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

     6.5. Stop Orders. No stop order or suspension of trading shall have been imposed by the SEC, the TSX, or any other governmental or regulatory body having jurisdiction over the Company or the market(s) where the Common Stock is listed or quoted, with respect to public trading in the Common Stock.

     6.6. Adverse Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect or a material adverse change with respect to the Company or any of its Subsidiaries taken as a whole.

     6.7. Company Officer Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, or such other senior officers as may be acceptable to the Placement Agent, dated as of the applicable Closing Date, certifying to the fulfillment of the conditions specified in this Section 6.

     6.8. Company Secretary Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, or such other officer as may be acceptable to the Placement Agent, dated as of the applicable Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first partial Closing Date, unless any information contained in the certificate has changed.

     6.9. Opinions of Counsel.

          (a) The Investors and the Placement Agent shall have received an opinion from Berns & Berns, the Company’s U.S. legal counsel, dated as of each Closing Date, in such form and substance as agreed to by the Company and the Placement Agent (it being agreed that such counsel shall not be required to deliver a “10b-5” or negative assurances letter or opinion).

          (b) The Investors and the Placement Agent shall have received an opinion from Gowling Lafleur Henderson LLP, the Company’s Canadian legal counsel, dated as of each Closing Date, in such form and substance as agreed to by the Company and the Placement Agent (it being agreed that such counsel shall not be required to deliver a “10b-5” or negative assurances letter or opinion).

     6.10. Note and Warrants. The Company shall have delivered the certificates representing the Notes and Warrants being sold at the applicable Closing.

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     6.11. TSX Approval. If required by applicable regulation, TSX shall have approved the Conversion Shares and Warrant Shares for listing and provided any other requisite approvals in connection with the transactions contemplated hereby.

7. CONDITIONS TO EACH CLOSING OF THE COMPANY.

     The obligations of the Company to effect the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the applicable Closing Date of the conditions listed below.

     7.1. Representations and Warranties. The representations and warranties made by the Investors in Section 4 shall be true and correct in all material respects at the time of Closing as if made on and as of such date.

     7.2. Corporate Proceedings. All corporate and other proceedings required to be undertaken by the Investor in connection with the transactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

     7.3. Agreements. Such Investor shall have completed and executed this Agreement, and the investor questionnaire in the form attached hereto as Exhibit C, and delivered the same to the Company.

     7.4. Purchase Price. The Investors shall have delivered or caused to be delivered the Purchase Price to the Escrow Account.

     7.5. TSX Approval. If required by applicable regulation, TSX shall have approved the Conversion Shares and Warrant Shares for listing and provided any other requisite approvals in connection with the transactions contemplated hereby.

     7.6. Minimum Amount. The Minimum Amount shall have been raised.

8. OTHER AGREEMENTS

     8.1. Furnishing of Information. As long as any Investor owns the Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Investor owns Securities, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Investors and make publicly available in accordance with Rule 144(c) such information as is required for the Investors to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

     8.2. Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors, or that would

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be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market in a manner that would require stockholder approval of the sale of the Securities to the Investors.

     8.3. Securities Laws Disclosure; Publicity. By 9:00 a.m. (New York time) on the Trading Day following the initial Closing Date and each Subsequent Closing Date, the Company shall issue a press release disclosing the transactions contemplated hereby and the Closing. By no later than the fourth Trading Day following the Closing Date (and on each subsequent Closing Date if required by applicable law) the Company will file a Report of Foreign Private Issuer on Form 6-K disclosing the material terms of this Agreement and the other Transaction Documents (and attach as exhibits thereto the Transaction Documents) and the Closing. In addition, the Company will make such other filings and notices in the manner and time required by the SEC and the Trading Market on which the Common Stock is listed.

     8.4. Limitation on Issuance of Future Priced Securities. So long as any Securities remain outstanding, the Company shall not issue any “Future Priced Securities” as such term is described by the rules and regulations of FINRA.

     8.5. Listing of Securities. The Company agrees that: (i) if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application the Securities, and will take such other action as is necessary or desirable to cause the Securities to be listed on such other Trading Market as promptly as possible, and (ii) it will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.

     8.6. Controls and Procedures. Following the Closing, the Company agrees that it will utilize commercially reasonable efforts to establish and maintain, to the extent required by law, rule or regulation, a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     8.7. Reservation of Shares. The Company shall maintain a reserve from its duly authorized shares of Common Stock to comply with its obligations to issue the Conversion Shares and the Warrant Shares upon conversion of the Note and exercise of the Warrants, respectively.

     8.8. Make Good.

          (a) The Company projects that it will produce at least 60,000 ounces of gold (the “Production Target”) in its fiscal years ending December 31, 2010 and 2011 combined. The Company acknowledges that the Placement Agent and the Investors are making their investment decision and valuation of the Company based in part based upon these projections.

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          (b) The Company will notify the Placement Agent in writing, including a certification signed by the Company’s Chief Executive Officer and Chief Financial Officer, within ninety (90) days following the end of its fiscal year ending December 31, 2011 as to whether it has achieved the Production Target. If the Company fails to achieve the Production Target, then the annual interest rate of the Notes shall automatically increase by three (3) additional percentage points, with such increase being applied retroactively beginning on January 15, 2012.

          (c) If an Investor converts such Investor’s Note prior to the date that the Company delivers the notice to the Placement Agent described in 8.9(b), then such Investor will not be entitled to receive any benefit from the increased annual interest rate. If an investor transfers such Investor’s Note, then the right of such Investor to receive such increased interest rate hereunder shall transfer along with the Note to the transferee of the Note.

          (d) The increase in the annual interest rate of the Notes pursuant to this Section 8.9 shall not apply if the Company fails to achieve the Production Target due to (i) a taking by eminent domain, requisitions, laws or orders of the Governmental Bodies in which the Company’s mining operations are conducted, or (ii) the Company’s failure to obtain, timely or at all, the requisite business licenses necessary to conduct the Company’s mining operations from such Governmental Bodies (provided that the Company has used commercially reasonable efforts to timely obtain such business licenses).

     8.9. Right of First Refusal.

          (a) From the date hereof until the eighteen (18) month anniversary of the initial Closing Date, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ convertible promissory notes (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 8.10.

          (b) The Company shall deliver to each Investor hereunder a written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the notes being offered (the “Offered Notes”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Notes, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Notes to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Notes are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Investors all of the Offered Notes, allocated among such Investors (a) based on such Investor’s pro rata portion of the total Investment Amount hereunder (the “Basic Amount”), and (b) with respect to each Investor that elects to purchase its Basic Amount, any additional portion of the Offered Notes attributable to the Basic Amounts of other Investors as such Investor shall indicate it will purchase or acquire should the other Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until the Investors shall have an opportunity to subscribe for any remaining Undersubscription Amount.

          (c) To accept an Offer, in whole or in part, such Investor must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such

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Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Investor’s Basic Amount that such Investor elects to purchase and, if such Investor shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Investor elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Investors are less than the total of all of the Basic Amounts, then each Investor who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Investor bears to the total Basic Amounts of all Investors that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary.

          (d) The Company shall have twenty (20) Business Days from the expiration of the Offer Period above to (i) offer, issue, sell or exchange all or any part of such Offered Notes as to which a Notice of Acceptance has not been given by the Investors (the “Refused Notes”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring person or persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement (as defined below), and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on an appropriate form with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. If no disclosure has been made by the Company by the end of the twenty (20) Business Day period referred to in this subsection (d), the Subsequent Placement shall be deemed to have been abandoned and the Investors shall no longer be deemed to be in possession of any non-public information with respect to the Company.

          (e) In the event the Company shall propose to sell less than all the Refused Notes (any such sale to be in the manner and on the terms specified in this Section), then each Investor may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Notes specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Notes that such Investor elected to purchase pursuant to Section 8.10(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Notes the Company actually proposes to issue, sell or exchange (including Offered Notes to be issued or sold to Investors pursuant to Section 8.10(c) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Notes. In the event that any Investor so elects to reduce the number or amount of Offered Notes specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Notes unless and until such Offered Notes have again been offered to the Investors in accordance with Section 8.10(b) above.

          (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Notes, the Investors shall acquire from the Company, and the Company shall issue to the Investors, the number or amount of Offered Notes specified in the Notices of Acceptance, as reduced pursuant to Section 8.10(e) above if the Investors have so elected,

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upon the terms and conditions specified in the Offer. The purchase by the Investors of any Offered Notes is subject in all cases to the preparation, execution and delivery by the Company and the Investors of a purchase agreement relating to such Offered Notes reasonably satisfactory in form and substance to the Investors and their respective counsel (such agreement, the “Subsequent Placement Agreement”).

          (g) Any Offered Notes not acquired by the Investors or other persons in accordance with Section 8.10(f) above may not be issued, sold or exchanged until they are again offered to the Investors under the procedures specified in this Agreement.

          (h) In exchange for the Company’s willingness to agree to these procedures, each Investor hereby irrevocably agrees that it will hold in strict confidence any and all Offer Notices, the information contained therein, and the fact that the Company is contemplating a Subsequent Placement, until such time as the Company is obligated to make the disclosures required by Section 8.10(d), or unless it notifies the Company in writing that it no longer desires to receive Offer Notices.

          (i) Notwithstanding the foregoing, this Section 8.10 shall not apply in respect of an issuance of promissory notes pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

     8.10. Further Assurances. The Company will, and will cause all of its Subsidiaries to, and their management to, use their best efforts to satisfy all of the closing conditions under Section 7, and will not take any action which could frustrate or delay the satisfaction of such conditions. In addition, either prior to or following the Closing, the Company will, and will cause each of its Subsidiaries to, and its and their management to, perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

9. MISCELLANEOUS.

     9.1. Compensation of Placement Agent, Brokers, etc. Each Investor acknowledges that it is fully aware that the Placement Agent will receive from the Company, in consideration of its services as placement agent in respect of the offer and sale of the Units contemplated hereby:

          (a) a commission of eight (8) percent of the aggregate Purchase Price of the Units sold at each Closing, payable in cash; and

          (b) a warrant to purchase a number of shares of Common Stock derived by dividing an amount equal to 8% of the gross proceeds raised at each Closing by CAD $0.42.

     It is acknowledged that the Placement Agent may share such fees and compensation with other placement agents or brokers participating in the transactions contemplated hereby.

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In addition, each Investor acknowledges that it is aware that the Placement Agent will receive from the Company payment of all of its accountable fees and expenses including, but not limited to, all legal fees and expenses incurred in connection with the Offering, up to USD $120,000 in the aggregate.

     9.2. Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.

(a)	The Company:
	Olympus Pacific Minerals Inc.
	Suite 500, 10 King Street East
	Toronto, Ontario
	M5C 1C3 Canada
	Attention: David A. Seton
	Chairman and Chief Executive Officer
	Facsimile:
	With a copy to:
	Berns & Berns
	Counsellors at Law
	767 Third Avenue
	New York, New York 10017
	Attention: James Berns, Esq.
	Facsimile: (212) 332-3315
(b)	The Investors:
	As per the contact information provided on the signature page hereof.
(c)	The Placement Agent/Investor Representative:
	Euro Pacific Capital, Inc.
	88 Post Road West, 3rd Floor
	Westport, CT 06880
	Attention: Mr. Thomas Tan
	Fax Number: (203) 662-9771

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With a copy to:

Pillsbury Winthrop Shaw Pittman LLP

2300 N Street, N.W.

Washington, DC 20037-1122

Attention: Louis A. Bevilacqua, Esq.

Fax Number: (202) 663-8007

     9.3. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor Representative or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought (and if such party is the Investors, then by the Investor Representative). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

     9.4. Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

     9.5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor Representative. Any Investor may assign any or all of its rights under this Agreement to any Person to whom such Investor assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Investors”.

     9.6. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

     9.7. Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any

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such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     9.8. Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing of the transactions contemplated by this Agreement.

     9.9. Indemnification.

          (a) The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.

          (b) Promptly after receipt by any Person (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this Section 9.9, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any pending or

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threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

     9.10. Restricted Securities.

          (a) All certificates representing Securities shall bear the restrictive legend specified in Section 9.10(b) and 9.10(c) of this Agreement only to the extent required by applicable law and as specified in the Transaction Documents. The Company warrants that no instruction other than such instructions referred to in this Section 9.10 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent permitted by applicable law and provided by this Agreement. Nothing in this Section shall affect in any way any Investor’s obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Purchaser (i) provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration by the Purchaser of the Securities is not required under the Securities Act, or (ii) transfers Securities to an affiliate which is an accredited investor (in accordance with the provisions of this Agreement) or in compliance with Rule 144, then in either instance the Company shall permit the said transfer, and if applicable promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Investor.

          (b) Certificates evidencing the Securities will contain the following legend, so long as is required by this Section:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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          (c) The certificates representing the Notes and Warrants and, if issued within four months from the Closing Date, the Conversion Shares and Warrant Shares will bear the following legends substantially in the following forms:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE l, 2010” [the date which is four months and one day after the Closing Date will be inserted]

“THE SECURITIES [ISSUABLE UPON EXERCISE/CONVERSION OF THE SECURITIES] REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.”

provided that subsequent to the date which is four months and one day after the Closing Date the certificates representing the Securities may be exchanged for certificates bearing no such legends.

          (d) Other than the legends specified in Sections 9.10(b)-(c), certificates evidencing Securities shall not contain any legend (including the legend set forth in Section 9.10(b)): (i) following a sale or transfer of such Securities pursuant to an effective registration statement, or (ii) following a sale or transfer of such Securities pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company), or (iii) while such Securities are eligible for sale without volume limitations pursuant to Rule 144. If an Investor shall make a sale or transfer of Securities either (x) pursuant to Rule 144 or (y) pursuant to a registration statement and in each case shall have delivered to the Company or the Company’s transfer agent the certificate representing Securities containing a restrictive legend which are the subject of such sale or transfer and a representation letter in customary form (the date of such sale or transfer and Share delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to such Investor a certificate representing such Securities that is free from all restrictive or other legends, other than the legends set forth in Sections 9.10(b)-(c) by the third Trading Day following the Share Delivery Date and (2) following such third Trading Day after the Share Delivery Date and prior to the time such Securities are received free from restrictive legends, the Investor, or any third party on behalf of such Investor is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock (and purchases such shares) to deliver in satisfaction of a sale by the Investor of such Shares (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceed the proceeds received by such Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In. Notwithstanding the foregoing, the provisions related to the Buy-In shall only apply if the Investor has delivered the duly completed and executed requisite documentation, satisfactory

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to the Company and its transfer agent, to effect the removal of the legends specified in Sections 9.10(b)-(c).

     9.11. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

     9.12. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

     9.13. Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investors and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

     9.14. Payment Set Aside. To the extent that the Company makes a payment or payments to any Investor pursuant to any Transaction Document or a Investor enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

     9.15. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its

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own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

     9.16. Irrevocable Offer. Each Investor agrees that this Agreement constitutes an irrevocable offer to purchase the Securities of the Company and that Investor cannot cancel, terminate or revoke this Agreement or any agreement of Investor made hereunder. This Agreement shall survive the death or legal disability of Investor and shall be binding upon Investor’s heirs, executors, administrators and successors.

[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

COMPANY: OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:
INVESTORS: The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof. Solely with respect to those Sections of this Agreement that expressly obligate the Placement Agent: EURO PACIFIC CAPITAL INC.
By:
	Name:
	Title:

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Annex A

Securities Purchase Agreement
Investor Counterpart Signature Page

     The undersigned, desiring to: (i) enter into this Securities Purchase Agreement, dated as of March ___, 2010 (the “Agreement”), between the undersigned, Olympus Pacific Minerals Inc., a Canadian corporation (the “Company”), and the other parties thereto, in or substantially in the form furnished to the undersigned and (ii) purchase the securities of the Company appearing below, hereby agrees to purchase such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.

     IN WITNESS WHEREOF, the undersigned has executed the Agreement as of March ___, 2010.

Name and Residential or Head Office Address, Fax No. and Social Security No./EIN of Investor: Fax No.: Soc. Sec. No./EIN:
If a partnership, corporation, trust or other business entity:
By:
	Name:
	Title:
If an individual: Signature Purchase Price:

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Schedule A

Schedule of Investors

		Vested	Vesting
Investor	Note	Warrant	Warrant	Purchase Price

All dollar amounts in CAD $

Exhibit A

Form of Note

[attached hereto]

CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY [*], 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD.

THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

U.S. LEGENDS:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

OLYMPUS PACIFIC MINERALS INC.

9% SUBORDINATED UNSECURED CONVERTIBLE REDEEMABLE
PROMISSORY NOTE

CAD $                                           , 2010

     FOR VALUE RECEIVED, OLYMPUS PACIFIC MINERALS INC., a Canadian corporation (the “Company”), promises to pay to [                                                              ] (the “Holder”), the principal sum of                                            DOLLARS (CAD $                    ) (the “Principal”) in lawful money of Canada, with interest payable thereon at the rate of nine percent (9%) per annum. The principal amount hereof and all accrued but unpaid interest thereon shall be paid in full to the Holder on the four (4) year anniversary of the date of First Closing (the “Maturity Date”).

     Capitalized terms used herein but not defined herein shall have the meaning ascribed to it in that certain Securities Purchase Agreement, dated of even date herewith (the “SPA”), pursuant to which the Holder is acquiring this Note.

     The following is a statement of the rights of the Holder of this Note and the terms and conditions to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

     1. Series. This Note is one of a series of Notes of the Company in the aggregate principal amount of up to a maximum of Twelve Million Seven Hundred Fifty Thousand Canadian Dollars (CAD$12,750,000.00) (collectively, the “Notes”) as described in the Memorandum.

     2. Principal Repayment. The outstanding principal amount of this Note shall be payable on the Maturity Date, unless this Note has been earlier converted as described below.

     3. Interest. Interest (the “Interest”) shall accrue on the unpaid principal amount of this Note from the date hereof in full at the rate of nine percent (9%) per annum, payable semi-annually in arrears on the fifteenth (15^th) day of each January and July commencing July 15, 2010. For purposes of clarity, the initial interest payment shall consist of accrued interest from the date of issuance of the Note through July 15, 2010 and will cease accruing Interest on the earliest of (i) the Maturity Date; (ii) if such Note is converted in accordance with Section 5, the Conversion Date; and (iii) if such Note is redeemed in accordance with Section 9, the date specified in the notice of redemption. Thereafter, interest payments of accrued interest shall be due and payable on the fifteenth (15^th) day of each January and July until the Maturity Date, subject to earlier conversion or redemption of the Note. All computations of the interest rate hereunder shall be made on the basis of a 360-day year of twelve 30-day months. In the event that any interest rate provided for herein shall be determined to be unlawful, such interest rate shall be computed at the highest rate permitted by applicable law. Any payment by the Company of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal of this Note without prepayment premium or penalty.

     4. Ranking. The Company’s obligations under this Note are general unsecured obligations, ranking equally with all of the Company’s existing and future unsecured indebtedness and ranking subordinate to any secured indebtedness.

5. Conversion.

          (a) Generally. Each holder of the Notes shall have the right, exercisable at any time prior to the earlier of the Maturity Date or the date of redemption, to convert all, or any portion, of the principal amount then outstanding into shares of the Company’s common stock with no par value (the “Common Stock) at a conversion price (the “Conversion Price”) equal to CAD $0.42 per share (the Common Stock underlying the Notes being referred to herein as the

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“Shares”). Upon conversion the Company shall pay to the Holder all accrued but unpaid interest through, but excluding, the date of conversion (the “Conversion Date”).

          (b) Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner: upon any conversion of the outstanding principal amount of this Note, plus all accrued but unpaid interest thereon: (i) the Holder shall deliver a completed and executed Notice of Conversion attached hereto as Exhibit A and surrender and deliver this Note, duly endorsed, to the Company’s office or such other address which the Company shall designate against delivery of the certificates representing the Shares to be delivered; (ii) in exchange for the surrendered Note, the Company shall prepare and deliver irrevocable instructions addressed to the Company’s transfer agent, to issue such required number of Shares as set forth in the Conversion Notice which Shares shall be delivered to the Holder within five (5) Business Days of the delivery of the documentation to the Company; and (iii) upon issuance of the Shares, the principal amount of this Note together with all accrued but unpaid interest shall become fully paid and satisfied. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, the Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver the Shares electronically through the Depository Trust and Clearing Corporation.

          (c) Adjustments to Conversion Price.

               (i) Adjustments for Stock Splits and Consolidations and Stock Dividends. If the Company shall at any time or from time to time after the date hereof and prior to the earlier of the Maturity Date or the date of redemption, effect a stock split or consolidation of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Conversion Price in effect immediately prior to such stock split or consolidation shall be proportionately adjusted. Any adjustments under this Section 5(c)(i) shall be effective at the close of business on the date the stock split or consolidation becomes effective or the date of payment of the stock dividend, as applicable.

               (ii) Merger Sale, Reclassification, etc. In case of any (A) combination or merger (including a merger in which the Company is the surviving entity), (B) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the conversion of this Note) or any similar corporate reorganization on or after the date hereof (each such transaction being a “Fundamental Transaction”) and prior to the earlier of the Maturity Date or the date of redemption, then and in each such case the Holder of this Note, upon the conversion hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the conversion hereof prior to such Fundamental Transaction, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had converted this Note immediately prior thereto.

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               (iii) Adjustments for Issuance of Additional Shares of Common Stock.

                    (A) In the event the Company, shall, at any time prior to the eighteen (18) month anniversary of the Closing Date, issue or sell any additional shares of Common Stock (other than pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the issuance date of this Note) (“Additional Shares of Common Stock”), at a price per share less than $0.30, then the Conversion Price upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Conversion Price then in effect by a fraction:

                         (1) the numerator of which shall be equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share of $0.30 per Share

                         (2) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock.

                    B) The provisions of paragraph (A) of Section 5(iii) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided elsewhere in this Section 5). No adjustment of the number of Shares for which this Note shall be convertible shall be made under this clause (iii) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to the other provisions of this Section 5.

                    (C) Issuance of Common Stock Equivalents. The provisions of this Section 5(iii) shall apply if (a) the Company, at any time after the issuance date of this Note, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Convertible Notes, or (b) any rights or warrants or options to purchase any such Common Stock or Convertible Securities (collectively, the “Common Stock Equivalents”) shall be issued or sold. If the price per share for which Additional Shares of Common Stock may be issuable pursuant to any such Common Stock Equivalent shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (iii)(A) of this Section 5. No adjustment shall be made to the Conversion Price upon the issuance of Common

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Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent.

                    (D) Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Conversion Price under this Section 5 in connection with securities of the Company issued: (i) in connection with a merger, acquisition or consolidation, (ii) in connection with bona fide joint venture, strategic license or similar business partnering arrangements (provided that the transaction or arrangement is not primarily for the purpose of raising capital from Person whose primary business is investing in securities), (iii) upon exercise of the Warrants issued together with the Notes; (iv) upon exercise any warrants issued to the placement agent and its designees for the transactions contemplated hereby; (v) upon the exercise, exchange or conversion of any securities outstanding on the date hereof that are exercisable or exchangeable for, or convertible into, Common Stock of the Company; and (vi) in connection with any share split, share dividend, recapitalization or similar transaction by the Company for which adjustment is made pursuant to this Section 5.

          (d) Elimination of Fractional Interests. No fractional shares of Common Stock shall be issued upon conversion of this Note, nor shall the Company be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share.

          (e) Legending. All certificates issued in exchange for or in substitution of this Note and all certificates issued upon the conversion of this Note evidencing the Shares (and any certificates issued in exchange or in substitution thereof) shall bear the legends substantially in the following forms, unless such exchange, substitution or issuance occurs subsequent to July •, 2010:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY •, 2010.”

“THE SECURITIES ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN

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REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

provided that, if at any time, in the opinion of counsel to the Company, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend.

     6. Events of Default. In the event that any of the following (each, an “Event of Default”) shall occur:

          (a) Non-Payment. The Company shall default in the payment of the principal of, or accrued interest on, this Note as and when the same shall become due and payable, whether by acceleration or otherwise; or

          (b) Default in Covenants. The Company shall default in any material manner in the observance or performance of the affirmative or negative covenants or agreements on its part to be observed or performed set forth in the SPA, this Note or any other Transaction Document; or

          (c) Breach of Representations and Warranties. The Company materially breaches any representation or warranty contained in the Transaction Documents; or

          (d) Exchange Act or Exchange Requirements. Any termination of registration or suspension of the Company’s reporting obligations under the Exchange Act or suspension from trading on the TSX (it being agreed that the delisting of the Common Stock from any national exchange in the United States shall not be an Event of Default if the Common Stock is,

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within ten (10) Business Days of the effective date of such delisting, quoted on the OTCBB or the OTC QX)), or the Company’s failure to file reports with the SEC on a timely basis as required by the Exchange Act; or

          (e) Judgments. Any final, non-appealable judgment, decree or order for the payment of money is entered against any of the Company or the Company’s subsidiaries in an amount equal to CAD $1,000,000 or more by a court having jurisdiction and the same remains unsatisfied or unbonded for more than twenty (20) days; or

          (f) Illegality of Notes. Any court of competent jurisdiction issues an order declaring the Notes or any provision thereunder to be illegal; or

          (g) Cross Default. There occurs with respect to any agreement, indenture or instrument under which the Company has Indebtedness (as defined herein) ranking senior to the Notes of CAD $1,000,000 or more in the aggregate: (i) a default with respect to any payment obligation thereunder that then entitles the holder thereof to declare such Indebtedness to be due and payable prior to its stated maturity, or (ii) any other default thereunder that entitles, and has caused, the holder thereof to declare such indebtedness to be due and payable prior to its stated maturity; and in both cases such default continues after the applicable grace period, if any, specified in the agreement, indenture or instrument relating to such Indebtedness; or

          (h) Bankruptcy. The Company shall: (i) admit in writing its inability to pay its debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company or any of its property, or make a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Company or for any part of its property; or (iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Company, and, if such case or proceeding is not commenced by the Company or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced in by the Company or shall result in the entry of an order for relief;

then, and so long as such Event of Default is continuing for a period of two (2) Business Days in the case of non-payment under Section 6(a), a period of five (5) Business Days in the case of a cross-default under 6(g), or for a period of thirty (30) calendar days in the case of events under Sections 6(b), 6(c), 6(d), 6(e) and 6(f) (and the event which would constitute such Event of Default, if curable, has not been cured), after written notice of such Event of Default is received by the Company from the Investor Representative, all obligations of the Company under this Note shall be immediately due and payable without presentment, demand, protest or any other action nor obligation of the Holder of any kind, all of which are hereby expressly waived, and Holder may exercise any other remedies the Holder may have at law or in equity. If an Event of Default specified in Section 6(h) above occurs, the principal of, and accrued interest on, all the Notes shall automatically, and without any declaration or other action on the part of any Holder, become immediately due and payable. Following an Event of Default interest shall accrue on the

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outstanding principal balance at a rate of fourteen percent (14%) per annum from the date of such Event of Default until the date the unpaid principal balance hereof is paid in full.

     7. Affirmative Covenants of the Company. The Company hereby agrees that, so long as the Note remains outstanding and unpaid, or any other amount is owing to the Holder hereunder, the Company will:

          (a) Corporate Existence and Qualification. Take the necessary steps to preserve its corporate existence and its right to conduct business in all jurisdictions in which the nature of its business requires qualification to do business;

          (b) Books of Account. Keep its books of account in accordance with good accounting practices;

          (c) Insurance. Maintain insurance with responsible and reputable insurance companies or associations, as determined by the Company in its sole but reasonable discretion, in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates;

          (d) Compliance with Law. Comply with the charter and bylaws or other organizational or governing documents of the Company, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon the Company or any of its property or to which each the Company or any of its property is subject;

          (e) Taxes. Duly pay and discharge all taxes or other claims, which might become a lien upon any of its property except to the extent that any thereof are being in good faith appropriately contested with adequate reserves provided therefore;

          (f) Reservation of Shares. At all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock and issuable upon conversion of this Note to provide for the issuance of all of the Shares. Prior to complete conversion of this Note, the Company shall not reduce the number of shares of Common Stock reserved for issuance hereunder without the written consent of the Holder except for a reduction proportionate to a reverse stock split effected for a business purpose other than affecting the requirements of this Section, which reverse stock split affects all shares of Common Stock equally; and

          (g) Use of Proceeds. Use the proceeds of the Notes for the purposes described in the Memorandum.

          (h) Notice of Known Events of Default. The Company shall furnish to the Investor Representative a notice of any occurrence of an Event of Default, and what action the Company is taking or proposes to take with respect thereto, promptly after such Event of Default becomes known to the Company.

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          (i) Further Assurances. The Company shall execute and deliver any and all such further documents and take any and all such other actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Note and to consummate the transactions contemplated herein.

     8. Negative Covenants of the Company. So long as this Note remains outstanding and unpaid or unconverted it will not, nor will it permit any of its Subsidiaries, without the consent of the Investor Representative (such consent not to be unreasonably withheld), to:

          (a) Indebtedness for Borrowed Money. Except as set forth on Schedule 8(a) hereto, incur, or permit to exist, any Indebtedness (as defined herein) for borrowed money in excess of (i) CAD $25,000,000 during the twelve (12) month period beginning on the Closing Date, or (ii) CAD $75,000,000 during the period beginning on the Closing Date and ending on the Maturity Date, except in the ordinary course of the Company’s business. For purposes of this Section 8(a), “Indebtedness” shall mean: (i) all obligations of the Company for borrowed money except with respect to inter-company loans between and among the Company and its Subsidiaries, (ii) all obligations of the Company evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of the Company for the deferred and unpaid purchase price of goods or services, except with respect to Capital Expenditures or current accounts payable or accruals arising in the ordinary course of business; and (iv) all guarantees of the Company of obligations described in clauses (i) through (iii) above;

          (b) Loans; Investments. Lend or advance money, credit or property to or invest in (by capital contribution, loan, purchase or otherwise) any Person in excess of CAD $2,000,000 except: (i) investments in United States, Canadian, Australian, or New Zealand Government obligations, certificates of deposit of any banking institution with combined capital and surplus of at least USD $200,000,000, or short-term banking deposits in Vietnam; (ii) accounts receivable arising out of sales in the ordinary course of business; (iii) inter-company loans between and among the Company and its Subsidiaries; and (iv) investments in an operating company which is in a business synergistic with the business of the Company, which shall provide to the Company additional benefits in addition to the potential return on investment.

          (c) Dividends and Distributions. Pay dividends or make any other distribution on shares of the capital stock of the Company other than inter-company dividends, and distributions between and among the Company and its Subsidiaries;

          (d) Liens. Except as set forth on Schedule 8(d) hereto, shall not create, assume or permit to exist, any lien on any of its property or assets now owned or hereafter acquired except (i) liens in favor of the Holder; (ii) liens granted to secure Indebtedness incurred within the limitations of Section 8 (a) or 8(g) hereof; (iii) liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than as permitted in Section 8(d)(ii) and which do not materially impair the use thereof in the operation of its business; (iv) liens for taxes or other governmental charges which are not delinquent or which are being

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contested in good faith; and (v) purchase money liens granted to secure the unpaid purchase price of any assets purchased within the limitations of Section 8(g) hereof;

          (e) Contingent Liabilities. Assume, endorse, be or become liable for or guarantee the obligations of any Person, contingently or otherwise, excluding however, the endorsement of negotiable instruments for deposit or collection in the ordinary course of business or guarantees of the Company made within the limitations of Section 8(a) hereof;

          (f) Sales of Receivables; Sale — Leasebacks. Sell, discount or otherwise dispose of notes, accounts receivable or other obligations owing to the Company, with or without recourse, except for the purpose of collection in the ordinary course of business; or sell any asset pursuant to an arrangement to thereafter lease such asset from the purchaser thereof;

          (g) Capital Expenditures; Capitalized Leases. Expend in the aggregate for the Company and all its Subsidiaries in excess of CAD $100,000,000 in any fiscal year for Capital Expenditures (as defined below), including payments made on account of Capitalized Leases (as defined below). For purposes of the foregoing, Capital Expenditures shall include payments made on account of any deferred purchase price or on account of any Indebtedness (except indebtedness incurred within the limitations of Section 8(a)) incurred to finance any such purchase price. “Capital Expenditures” shall mean for any period, the aggregate amount of all payments made by any Person directly or indirectly for the purpose of acquiring, constructing or maintaining fixed assets, real property or equipment which, in accordance with generally accepted accounting principles, would be added as a debit to the fixed asset account of such Person, including, without limitation, all amounts paid or payable with respect to Capitalized Lease Obligations and interest which are required to be capitalized in accordance with generally accepted accounting principles. “Capitalized Lease” shall mean any lease under which the obligations to pay rent or other amounts constitute Capitalized Lease Obligations. “Capitalized Lease Obligations” shall mean as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under generally accepted accounting principles and, for purposes of this Note, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with generally accepted accounting principles;

          (h) Nature of Business. Materially alter the nature of the Company’s business or otherwise engage in any business other than the business engaged in or proposed to be engaged in on the date of this Note;

          (i) Stock of Subsidiaries. Sell or otherwise dispose of any Subsidiary related to the Company’s interests in the Bong Mieu Project, Phuoc Son Gold Project, or Bau Gold Projects in Vietnam;

          (j) Accounting Changes. Make, or permit any Subsidiary to make any change in their accounting treatment or financial reporting practices except as required or permitted by generally accepted accounting principles in effect from time to time or by law; and

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          (k) Merger or Sale.

               (i) The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, consolidate or merge with or into another Person, or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person, unless (A) either the Company or such Subsidiary is the surviving corporation, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made (1) assumes in writing all the obligations of the Company under the Notes and the other Transaction Documents and (2) causes to be delivered to each Holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Investor Representative, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (C) immediately after such transaction, no default or Event of Default exists.

     The foregoing paragraph in this Section 8(k)(i) shall not apply to (x) a merger of the Company with an Affiliate with no material assets, liabilities or operations solely for the purpose of reincorporating the Company in another jurisdiction; or (y) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries; provided, however, that such consolidation or merger shall comply with subclauses (A) and (B) in the foregoing paragraph.

               (ii) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or any of its Subsidiaries permitted by Section 8(k)(i) hereof, the successor corporation formed by such consolidation or into or with which the Company or such Subsidiary is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Note referring to the “Company,” or to a “Subsidiary” shall refer instead to the successor corporation and not to the Company or such Subsidiary, as the case may be), may exercise every right and power of the Company or such Subsidiary under this Note with the same effect as if such successor Person had been named as the Company or a Subsidiary herein and shall be bound by every obligation and liability of the Company or such Subsidiary under this Note and the other Transaction Documents, however, that the predecessor Person shall not be relieved from the obligation to pay the principal of and interest on the Notes.

          (l) Transactions with Affiliates. Except for transactions contemplated by the Transaction Documents or as otherwise approved by the Board (including a majority of the independent directors then on the Board) or as disclosed in the SEC Reports or the Memorandum, the Company shall not, and shall cause its Subsidiaries not to enter into any transaction with any director, officer, employee or holder of more than five percent of the outstanding capital stock of any class or series of capital stock of the Company or any Subsidiary, member of the family of any such person, or any corporation, partnership, trust or

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other entity in which any such person is a director, officer, trustee, partner or holder of more than five percent of the outstanding capital stock thereof.

     9. Redemption. Redemption or other prepayment of the Notes may only be effected in accordance with this Section 9

          (a) Company’s Right to Redeem. The Company will have the right to redeem the Notes pursuant to Section 9(a)(i) or 9(a)(ii), in whole or in part, as follows:

               (i) At any time after the eighteen (18) month anniversary of the Closing Date up to but excluding the Maturity Date or the Conversion Date, as applicable, the Company shall have the option to redeem this Note, in whole or in part, by payment in cash to the Holder of one hundred and nine percent (109%) of the principal amount of this Note outstanding, together with accrued but unpaid interest, if any; provided, however, that the Company shall not be permitted to redeem this Note, in whole or in part, unless all of the following conditions are satisfied (i) the Shares are freely-transferrable by the Holder without restriction under applicable laws, including applicable securities laws, (ii) the volume weighted average price of the Shares on the TSX for a period of twenty (20) consecutive trading days prior to the date of the redemption notice referred to in Section 9(b) below represents at least CAD $0.84 (as equitably adjusted for any stock split, consolidation, reclassification or similar event), and (iii) the average daily trading volume on the TSX, the Australian Stock Exchange, and the OTCBB, in the aggregate, during the twenty (20) trading days prior to the date of the redemption notice referred to in Section 9(b) exceeds 750,000 shares; or

               (ii) At any time after the six (6) month anniversary of the Closing Date, the Company shall have the option to redeem this Note, in whole or in part, by payment in cash up to but excluding the Maturity Date or the Conversion Date, as applicable to the Holder of the Applicable Price (as defined below) together with accrued but unpaid interest if any; provided that the Shares are freely-transferrable by the Holder without restriction under applicable laws, including applicable securities laws, and provided, further that if required by applicable law or applicable stock exchange rule, the Company shall have first obtained the approval of its shareholders to the exercise of the Vesting Warrants and the issuance of the Common Shares underlying the Vesting Warrants. The term “Applicable Price” means the outstanding principal amount of the Note as of the date of redemption, plus accrued, but unpaid interest, plus an additional amount in cash determined as follows: (A) if the Notes are redeemed during the period beginning on the 181^st day following the Closing Date and ending on the 360^th day following the Closing Date, such additional amount shall be equal to an additional 21 months worth of interest; (B) if the Notes are redeemed during the period beginning on the 361^st day following the Closing Date and ending on the 540^th day following the Closing Date, such additional amount shall be equal to an additional 21 months worth of interest (unless the volume weighted average price of the Common Shares on the TSX for a period of twenty (20) consecutive trading days prior to the date a redemption notice is given represents at least CDN $0.42, in which case such additional amount shall only be equal to an additional 18 months worth of interest); (C) if the Notes are redeemed during the period beginning on the 541^st day following the Closing Date and ending on the 720^th day following the Closing Date, such additional amount shall be equal to an additional 15 months worth of interest; and (D) if the

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Notes are redeemed after the 720^th day following the Closing Date, such additional amount shall be equal to the lesser of an additional 12 months worth of interest or the amount of interest the Holder would have otherwise received during the balance of the term of the Note to the Maturity Date if the Note was not redeemed. In addition, upon the delivery to the Holders of notice of redemption hereunder, the Vesting Warrants received by the Holder at the Closing as a component of the Units shall immediately and automatically vest.

               (iii) If the Company elects to redeem this Note in accordance with the terms of this Section 9(a), it shall furnish to the Holder, at least thirty (30) days but not more than sixty (60) days before a redemption date, written notice of the Company’s intention to redeem the Note. The notice shall state: (i) the redemption date; (ii) the redemption price; (iii) that this Note called for redemption must be surrendered to the Company to collect the redemption price; and (iv) that, unless the Company defaults in making such redemption payment, interest on this Note called for redemption ceases to accrue on the redemption date. The Holder shall be permitted to convert this Note into Shares in accordance with Section 5 at any time following the date such notice is given until the redemption date. If the Company makes an election to redeem Notes pursuant to Section 9(a), it must redeem a pro rata portion of Notes from all Holders of Notes and may not choose to redeem Notes only from a select group of Holders.

               (iv) Upon notice to the Holder that this Note has been called for redemption, this Note will become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

               (v) Upon surrender of this Note that is redeemed in part, the Company will deliver to the Holder, at the Holder’s expense, a new promissory note in the same form of this Note equal in principal to the unredeemed portion of the redeemed Note.

          (b) Holder’s Right to Redeem.

               (i) The Holder may, at its option, require the Company to redeem this Note or any portion of the outstanding principal and interest due on this Note at any time or in part from time to time, upon four (4) weeks’ prior written notice to the Company, at a redemption price, payable in cash, equal to one hundred and nine percent (109%) of the principal amount of this Note then outstanding, together with accrued but unpaid interest, upon any of the following events:

                    (A) a Fundamental Transaction of the Company;

                    (B) a Change of Control; or

                    (C) the liquidation, dissolution or wind-up of the affairs of the Company or any Significant Subsidiary (as defined in Rule 405 of the Securities Act).

For purposes of this Section 9, “Change of Control” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) of effective control (whether through legal or beneficial ownership of capital stock of the Company,

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by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the First Closing Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the First Closing Date), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

               (ii) The redemption notice shall set forth (i) the redemption date; (ii) the redemption price; (iii) the reason under Section 9(b)(i) above why redemption is available, and (iv) that this Note is being surrendered to the Company to collect the redemption price; and (iv) that, unless the Company defaults in making such redemption payment, interest on this Note called for redemption ceases to accrue on the redemption date.

               (iii) Upon notice to the Company that this Note is being redeemed by the Holder, this Note will become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

               (iv) Upon surrender of this Note that is redeemed in part, the Company will deliver to the Holder, at the Holder’s expense, a new promissory note in the same form of this Note equal in principal to the unredeemed portion of the redeemed Note.

     10. Holder Not Deemed a Stockholder. No Holder, as such, of this Note shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Note be construed to confer upon the Holder hereof, as such, any of the rights at law of a stockholder of the Company prior to the issuance to the Holder of the shares of Common Stock which the Holder is then entitled to receive upon the due conversion of this Note.

     11. Mutilated, Destroyed, Lost or Stolen Notes. In case this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a new note of like principal amount in exchange and substitution for the mutilated or defaced Note, or in lieu of and in substitution for the destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the Holder shall surrender such Note to the Company. In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company: (i) evidence to its satisfaction of the destruction, loss or theft of such Note and (ii) such security or indemnity as may be reasonably required by the Company to hold the Company harmless.

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     12. Waiver of Demand, Presentment, etc. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder. The Company agrees that, in the event of an Event of Default, to reimburse the Holder for all reasonable costs and expenses (including reasonable legal fees of one counsel) incurred in connection with the enforcement and collection of this Note.

     13. Payment. All payments with respect to this Note shall be made in lawful money of Canada, at the address of the registered Holder as of the date hereof or as designated in writing by the Holder from time to time. The receipt by the Holder of immediately available funds shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.

     14. Assignment. The rights and obligations of the Company and the Holder of this Note shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto. The Holder may not assign, pledge or otherwise transfer this Note or any interest therein without the prior written consent of the Company. Interest and principal are payable only to the registered Holder of this Note on the books and records of the Company.

     15. Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investor Representative.

     16. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if given in accordance with the provisions of Section 9.2 of the SPA.

     17. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, USA, excluding that body of law relating to conflicts of laws.

     18. Consent to Jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Note, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

15

claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER (INCLUDING THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     19. Severability. In case any one or more of the provisions of this Note shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Note shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Note.

     20. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

     21. Rank and Subordination. The Notes rank pari passu with one another, in accordance with their terms without discrimination, preference or priority and, except to the extent prescribed by law, with all other present and future unsubordinated and unsecured Indebtedness of the Company.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first above written.

OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:

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Exhibit A

OLYMPUS PACIFIC MINERALS INC.
NOTE CONVERSION NOTICE

     Reference is made to the 9% Subordinated Unsecured Convertible Redeemable Promissory Note in the original principal amount of CAD $                      of Olympus Pacific Minerals Inc., a Canadian corporation (the “Company”), issued to the undersigned (the “Note”).

     In accordance with and pursuant to the terms of the Note, the undersigned hereby elects to convert $                     of the outstanding principal amount due and owing under the Note, together with all accrued but unpaid interest thereon to but excluding the date of conversion, into shares of Common Stock, no par value per share, of the Company (the “Common Stock”), by tendering the original of the Note for cancellation.

Please confirm the following information:

Principal Amount Outstanding
under the Note:                     

Principal Amount Being Converted:

Accrued but unpaid interest
under the Note:                                           

Conversion Price:                                           

Number of Shares to be issued:                                           

In connection with the conversion of the Note, the undersigned represents as follows: (Please check the ONE box applicable):

o	1.	The undersigned hereby certifies that (i) it is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”)), (ii) at the time of conversion it is not within the United States (as defined in Regulation S under the 1933 Act) and did not execute or deliver the conversion notice in the United States, and (iii) it is not converting the Note into Shares on behalf of any U.S. person or person within the United States.
o	2.	The undersigned has delivered a written opinion of U.S. counsel reasonably satisfactory to the Company to the effect that the Shares to be delivered upon conversion hereof are exempt from registration under the 1933 Act and the securities laws of all applicable states of the United States.

o 3. The undersigned (i) was the original purchaser in the Company’s private placement of the Units under which the Notes were issued, (ii) is converting the Notes solely for its own account; and (iii) is an accredited investor as defined in Rule 501(a) of Regulation D under the 1933 Act on the date hereof and on the date the Units were acquired from the Company.

“United States” and “U.S. person” are as defined in Regulation S under the 1933 Act.

Please issue the Shares into which the Note is being converted in the following name and to the following address:

Issue to:
Address:
Facsimile Number:
Authorization:
	By:
	Title:
Dated:

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ASSIGNMENT FORM

          TO: OLYMPUS PACIFIC MINERALS INC.

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                          (name),                                                                                   (address), CDN$                     of 9% Subordinated Unsecured Convertible Redeemable Promissory Notes (“Notes”) of Olympus Pacific Minerals Inc. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within certificate and irrevocably appoints                                                                                   the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

          DATED this                      day of,                                          , 20 ___.

(Witness)	(Signature of Registered Note Holder)
	(Print name of Registered Note Holder)
	Signature of transferor guaranteed by:
	*
	* Authorized Signature Number

Instructions:

1.	Signature of Holder must be the signature of the person appearing on the face of the Note.
2.	If the transfer of Notes is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.
Note:	The signature to this transfer form must correspond with the name as recorded on the certificate(s) in every particular without alteration or enlargement or any change whatsoever. The signature of the person executing this transfer form must be guaranteed by a Chartered Bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program.

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Schedule 8(a)

Existing Indebtedness

     Please see the Company’s Disclosure Schedules to the SPA for a listing of Indebtedness of the Company.

Schedule 8(d)

Permitted Liens

Guaranty Contracts

			Assessed
		Mortgager	Value
		or	(mortgaged
Contract No.	Mortgagee	Guarantor	assets)	Guaranty Term

Exhibit B — 1

Form of Vested Warrant

[attached hereto]

CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY __, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD”

“THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

U.S. LEGENDS:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

OLYMPUS PACIFIC MINERALS INC.

COMMON STOCK PURCHASE WARRANT

Initial Holder: [                    ]	Original Issue Date:                     , 2010
	No. of Shares Subject to Warrant: [          ]
	Exercise Price Per Share: CAD $0.50
	Expiration Time: 5:00 p.m., Toronto time, on                     , 2014

     Olympus Pacific Minerals Inc., a Canadian corporation (the “Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to the number of shares of its common stock with no par value, (the “Common Stock”), shown above (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown

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above (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time commencing on the original issue date indicated above (the “Original Issue Date”) and continuing through and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:

     This Warrant is being issued pursuant to a Securities Purchase Agreement dated                                         , 2010 (the “SPA”), by and between the Company, the Initial Holder and the other parties thereto.

     1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the SPA.

     2. List of Warrant Holders. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

     3. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein or such address as my be notified in writing by the Company. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

     4. Exercise and Duration of Warrant.

          (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 4 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. Subject to Section 11 hereof, at the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

          (b) The Holder may exercise this Warrant, in whole or in part, by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by certified cheque, bank draft, money order or

2

wire transfer of immediately available Canadian funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date” and, to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrants which have been exercised as such shall cease, and the person or persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

          (c) The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”):

Net Number =	(A x B) - (A x C)
	B

          For purposes of the foregoing formula:

A=	the total number of shares with respect to which this Warrant is then being exercised.
B=	the Weighted Average Price of the Common Stock (as reported by Bloomberg) on the date immediately preceding the date of the Exercise Notice.
C=	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

          For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date.

          (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

     5. Delivery of Warrant Shares.

          (a) Upon a Cashless Exercise of this Warrant, in which the holding period

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of the Warrants Shares has satisfied the requirements of Rule 144(d), the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of United States restrictive legends. “Trading Day” shall mean a date on which the Company’s Common Stock trades on its principal trading market. The Holder shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the Holder, use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. In the event the Warrants are exercised in accordance with Section 4(b) and are not a Cashless Exercise, the share certificate to be issued shall bear the restrictive legend set forth on the front page of this Common Stock Purchase Warrant. In addition, if as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

          (b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

          (c) If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

     6. Charges and Expenses. Issuance and delivery of certificates for Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer agent fee or expense in respect of the issuance of such certificates, all of which expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any expenses that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

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     7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

     8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.

     9. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

          (a) Adjustments for Stock Splits and Consolidation and Stock Dividends. If the Company shall at any time or from time to time after the date hereof and prior to the Expiration Time, effect a stock split or consolidation of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Exercise Price in effect immediately prior to such stock split or consolidation shall be proportionately adjusted. Any adjustments under this Section 9(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable. Upon each adjustment of the Exercise Price as provided in this Section 9(a), the Holder shall thereafter be entitled to acquire, at the Exercise Price resulting from such adjustment, the number of Warrant Shares (calculated to the nearest tenth of a Warrant Share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares which may be acquired hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

          (b) Merger Sale, Reclassification, etc. In case of any: (i) combination, merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the

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Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof and prior to the Expiration Time, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such combination, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

          (c) No Adjustment. No adjustment in the Exercise Price or in the number of Warrant Shares shall be required unless such adjustment would result in a change of at least 1% in the Exercise Price then in effect or unless the number of Shares to be issued would change by at least 1/100th of a Share, provided, however, that any adjustments, which, except for the provisions of this Section (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

     10. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.

     11. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be delivered in accordance with the procedures set forth in Section 9.2 of the SPA.

     12. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

     13. Legending. All certificates issued in exchange for or in substitution of this Warrant and all certificates issued upon the exercise of this Warrant evidencing the Warrant Shares (and any certificates issued in exchange or in substitution thereof) shall bear legends substantially in the following form:

“CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT TRADE THE

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SECURITY BEFORE JULY l, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD”

“THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

U.S. LEGENDS:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

provided that, if at any time, in the opinion of counsel to the Company, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend.

     14. Miscellaneous.

          (a) This Warrant shall be binding on and inure to the benefit of the parties

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hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

          (b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          (c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

          (d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

          (e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

          (f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

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          (g) All Warrants shall rank pari passu, whatever may be the actual date of issue of same.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:

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OLYMPUS PACIFIC MINERALS INC.

EXERCISE NOTICE

TO: OLYMPUS PACIFIC MINERALS INC.

Ladies and Gentlemen:

(1) The undersigned hereby irrevocably elects to exercise the above-referenced Warrant with respect to [                    ] shares of Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The Holder intends that payment of the Exercise Price shall be made as (check one):

o Cash Exercise under Section 4(b)

o Cashless Exercise under Section 4(c)

(3) If the Holder has elected a Cash Exercise, the holder shall pay the sum of CAD$______ to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant.

In connection with the exercise of the Warrant, the undersigned represents as follows: (Please check the ONE box applicable):

o	1.	The undersigned hereby certifies that (i) it is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”)), (ii) at the time of exercise it is not within the United States (as defined in Regulation S under the 1933 Act) and did not execute or deliver the subscription form in the United States, and (iii) it is not exercising any of the Warrants represented by this Warrant certificate on behalf of any U.S. person or person within the United States.
o	2.	The undersigned has delivered a written opinion of U.S. counsel reasonably satisfactory to the Company to the effect that the Warrant Shares to be delivered upon exercise hereof are exempt from registration under the 1933 Act and the securities laws of all applicable states of the United States.
o	3.	The undersigned (i) was the original purchaser in the Company’s private placement of the Units under which the Warrants were issued, (ii) is exercising the Warrants solely for its own account; and (iii) is an accredited investor as defined in Rule 501(a) of Regulation D under the 1933 Act on the date hereof and on the date the Units were acquired from the Company.

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“United States” and “U.S. person” are as defined in Regulation S under the 1933 Act.

Please issue a certificate for the Warrant Shares being purchased as follows in the name of the undersigned:

NAME:
	(please print)
ADDRESS:

DATED this                       day of                                                                                     ,                      .

(Signature) 

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ASSIGNMENT FORM

TO: OLYMPUS PACIFIC MINERALS INC.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                          (name),                                                                                   (address),                      Warrants of Olympus Pacific Minerals Inc. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within certificate and irrevocably appoints                                                              the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

DATED this                      day of,                                         , 20        .

(Witness)	(Signature of Registered Warrant Holder)
	(Print name of Registered Warrant Holder)
	Signature of transferor guaranteed by:
	*
	*Authorized Signature Number

Instructions:

1.	Signature of Holder must be the signature of the person appearing on the face of the Warrant certificate.
2.	If the transfer of Warrants is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.
Note:	The signature to this transfer form must correspond with the name as recorded on the certificate(s) in every particular without alteration or enlargement or any change whatsoever. The signature of the person executing this transfer form must be guaranteed by a Chartered Bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program.

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Exhibit B - 2

Form of Vesting Warrant

[attached hereto]

CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY __, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD” “THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

U.S. LEGENDS:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

OLYMPUS PACIFIC MINERALS INC.

VESTING COMMON STOCK PURCHASE WARRANT

Initial Holder: [          ]	Original Issue Date: ___________, 2010
	No. of Shares Subject to Warrant: [          ]
	Exercise Price Per Share: CAD $0.42
	Expiration Time: 5:00 p.m., Toronto time, on                     , 2014
	Subject to Vesting in accordance with Section 4 hereof.

     Olympus Pacific Minerals Inc., a Canadian corporation (the “Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to the number of shares of

its common stock with no par value, (the “Common Stock”), shown above (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown above (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time commencing on the original issue date indicated above (the “Original Issue Date”) and continuing through and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:

     This Warrant is being issued pursuant to a Securities Purchase Agreement dated March ___, 2010 (the “SPA”), by and between the Company, the Initial Holder and the other parties thereto.

     1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the SPA.

     2. List of Warrant Holders. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

     3. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein or such address as my be notified in writing by the Company. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

4. Exercise and Duration of Warrant.

          (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 4 of this Warrant at any time and from time to time on or after the Vesting Date (as defined below) and through and including the Expiration Time. Subject to Section 11 hereof, at the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding. For purposes of this Warrant, the Vesting Date shall be the date that the Company consummates a redemption of the Notes in accordance with Section [*] of the Notes. Notwithstanding the foregoing or any other provision of this Warrant, this Warrant may not be exercised by the Holder unless the Company shall have first obtained shareholder

approval of the exercise of this Warrant and the issuance of the Warrant Shares if such approval is required by applicable law or applicable stock exchange rule.

          (b) The Holder may exercise this Warrant, in whole or in part, following the Vesting Date, by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The date following the Vesting Date that such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date” and, to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrants which have been exercised as such shall cease, and the person or persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

          (c) The Holder may, in its sole discretion, at any time after the Vesting Date, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”):

Net Number =	(A x B) - (A x C)
	B

          For purposes of the foregoing formula:

A=	the total number of shares with respect to which this Warrant is then being exercised.
B=	the Weighted Average Price of the Common Stock (as reported by Bloomberg) on the date immediately preceding the date of the Exercise Notice.
C=	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

          For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date.

          (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

     5. Delivery of Warrant Shares.

          (a) Upon a Cashless Exercise of this Warrant, in which the holding period of the Warrants Shares has satisfied the requirements of Rule 144(d), the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of United States restrictive legends. “Trading Day” shall mean a date on which the Company’s Common Stock trades on its principal trading market. The Holder shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the Holder, use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. In the event the Warrants are exercised in accordance with Section 4(b) and are not a Cashless Exercise, the share certificate to be issued shall bear the restrictive legend set forth on the front page of this Vesting Common Stock Purchase Warrant. In addition, if as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

          (b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

          (c) If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

     6. Charges and Expenses. Issuance and delivery of certificates for Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer agent fee or expense in respect of the issuance of such certificates, all of which expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any expenses that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

     7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

     8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.

     9. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

          (a) Adjustments for Stock Splits and Consolidation and Stock Dividends. If the Company shall at any time or from time to time after the date hereof and prior to the Expiration Time, effect a stock split or consolidation of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Exercise Price in effect immediately prior to such stock split or consolidation shall be proportionately adjusted. Any adjustments under this Section 9(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable. Upon each adjustment of the Exercise Price as provided in this Section 9(a), the Holder shall thereafter be entitled to acquire, at the Exercise Price resulting from such adjustment, the number of Warrant Shares (calculated to the nearest tenth of a Warrant Share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares which

may be acquired hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

          (b) Merger Sale, Reclassification, etc. In case of any: (i) combination, merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof and prior to the Expiration Time, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such combination, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

          (c) No Adjustment. No adjustment in the Exercise Price or in the number of Warrant Shares shall be required unless such adjustment would result in a change of at least 1% in the Exercise Price then in effect or unless the number of Shares to be issued would change by at least 1/100th of a Share, provided, however, that any adjustments, which, except for the provisions of this Section (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

     10. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.

     11. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be delivered in accordance with the procedures set forth in Section 9.2 of the SPA.

     12. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

     13. Legending. All certificates issued in exchange for or in substitution of this Warrant and all certificates issued upon the exercise of this Warrant evidencing the Warrant

Shares (and any certificates issued in exchange or in substitution thereof) shall bear the legends substantially in the following form unless such exchange, substitution or issuance occurs subsequent to July l, 2010:

“CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY l, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD”

“THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

U.S. LEGENDS:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

provided that, if at any time, in the opinion of counsel to the Company, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended

certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend.

     14. Miscellaneous.

          (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

          (b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          (c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

          (d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

          (e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

          (f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

          (g) All Warrants shall rank pari passu, whatever may be the actual date of issue of same.

[Signature Page Follows]

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:

OLYMPUS PACIFIC MINERALS INC.

EXERCISE NOTICE

TO: OLYMPUS PACIFIC MINERALS INC.

Ladies and Gentlemen:

(1) The undersigned hereby irrevocably elects to exercise the above-referenced Warrant with respect to [          ] shares of Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The Holder intends that payment of the Exercise Price shall be made as (check one):

o  Cash Exercise under Section 4(b)

o  Cashless Exercise under Section 4(c)

(3) If the Holder has elected a Cash Exercise, the holder shall pay the sum of CAD$                     to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant.

In connection with the exercise of the Warrant, the undersigned represents as follows: (Please check the ONE box applicable):

o	1.	The undersigned hereby certifies that (i) it is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”)), (ii) at the time of exercise it is not within the United States (as defined in Regulation S under the 1933 Act) and did not execute or deliver the subscription form in the United States, and (iii) it is not exercising any of the Warrants represented by this Warrant certificate on behalf of any U.S. person or person within the United States.
o	2.	The undersigned has delivered a written opinion of U.S. counsel reasonably satisfactory to the Company to the effect that the Warrant Shares to be delivered upon exercise hereof are exempt from registration under the 1933 Act and the securities laws of all applicable states of the United States.
o	3.	The undersigned (i) was the original purchaser in the Company’s private placement of the Units under which the Warrants were issued, (ii) is exercising the Warrants solely for its own account; and (iii) is an accredited investor as defined in Rule 501 (a) of Regulation D under the 1933 Act on the date hereof and on the date the Units were acquired from the Company.

“United States” and “U.S. person” are as defined in Regulation S under the 1933 Act.

Please issue a certificate for the Warrant Shares being purchased as follows in the name of the undersigned:

NAME:
	(please print)
ADDRESS:

DATED this                      day of                                         ,                      .

(Signature) 

ASSIGNMENT FORM

TO: OLYMPUS PACIFIC MINERALS INC.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                      (name),                                          (address),                      Warrants of Olympus Pacific Minerals Inc. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within certificate and irrevocably appoints                                          the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

DATED this                      day of,                                         , 20___.

(Witness)	(Signature of Registered Warrant Holder)
	(Print name of Registered Warrant Holder)
	Signature of transferor guaranteed by:
	*
	*Authorized Signature Number

Instructions:

1. Signature of Holder must be the signature of the person appearing on the face of the Warrant certificate.

2. If the transfer of Warrants is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

Note:  The signature to this transfer form must correspond with the name as recorded on the certificate(s) in every particular without alteration or enlargement or any change whatsoever. The signature of the person executing this transfer form must be guaranteed by a Chartered Bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program.

DISCLOSURE SCHEDULES

SCHEDULE 5.1

Organization Chart

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DISCLOSURE SCHEDULES

SCHEDULE 5.7

Capitalization

The Company is authorized to issue an unlimited number of common shares with one vote per share and no par value per share.

Common Shares on issue at March 5, 2010 — 322,685,184

No warrants on issue at March 5, 2010 and none pending

Options Outstanding at March 5, 2010 — 26,310,960 — Summary of options outstanding below

Options Outstanding

	Number Outstanding
Range of Exercise Prices $CAD	As at Mar 5, 2010
$0.12		1,773,312
$0.30 - 0.36		3,530,000
$0.40 - 0.45		8,469,480
$0.50 - 0.59		3,500,667
$0.60 - 0.65		3,850,000
$0.70 - 0.75		4,250,000
$0.80 - 0.85		833,334
$0.90 - 0.95		104,167
		26,310,960

Further Disclosure Notes:

1. Deferred Share Units — In second quarter 2008, the Company set up a deferred share unit plan for the non-executive members of the Board of Directors. Under this plan, fees are paid as deferred share units [“DSUs”] whose value is based on the market value of the common shares. Under terms of the plan, the DSU plan will be an unfunded and unsecured plan. The deferred share units are paid out in cash upon retirement/resignation. The value of DSU cash payment changes with the fluctuations in the market value of the common shares. Compensation expense for this plan is recorded in the year the payment is earned and changes in the amount of the deferred share unit payments as a result of share price movements are recorded in management fees and salaries in the Consolidated Statements of Operation in the period of the change. Total DSUs outstanding as at December 31, 2009 were 712,070 units. 482,760 DSUs were granted during the year ended December 31, 2009. Liabilities related to this plan are recorded in accrued liabilities in the Consolidated Balance Sheet and totalled $203,260 as at December 31, 2009. Compensation expense related to this plan for the year ended December 30, 2009 was $237,598.

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2. Share issue in progress — RFC Corporate Finance Ltd and Olympus Pacific Minerals Inc. agreed services for OYM Zedex Amalgamation advise could be settled by the issue of 951.703 OYM shares. The invoice 0110/014 dated 14 January 2010 for A$319,334.97 is in progress to be settled in this manner.

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CLOSING ESCROW AGREEMENT

     This CLOSING ESCROW AGREEMENT, dated as of March l5, 2010 (this “Agreement”), is entered into by and among Olympus Pacific Minerals Inc., a Canadian corporation (the “Company”), Euro Pacific Capital, Inc. (the “Placement Agent”) and Gowling Lafleur Henderson LLP, with an office located at Bentall 5, 550 Burrard Street, Suite 2300, Vancouver, BC, Canada, V6C2B5 (the “Escrow Agent”). The Placement Agent and the Company are sometimes each referred to herein as an “Escrowing Party” and collectively, the “Escrowing Parties.”

BACKGROUND

     The Company proposes to make a private offering of units (each a “Unit” and collectively, the “Units”) pursuant to the Securities Act of 1933, as amended (the “Offering”) consisting of (i) a nine (9%) percent subordinated unsecured convertible promissory note (each a “Note,” and, collectively, the “Notes”) of the Company in the aggregate principal amount of CAD $0.84, which Note shall be convertible into shares (each a “Conversion Share” and collectively, the “Conversion Shares”) of the Company’s common stock, with no par value (together with any securities into which such shares may be reclassified, the “Common Stock”) at CAD $0.42 per Conversion Share (subject to adjustment as set forth in the certificate representing the Note), and (ii) two (2) separate common stock purchase warrants (each a “Warrant,” and, collectively, the “Warrants”), the first of which is fully vested and immediately exercisable for the purchase one (1) share of Common Stock at an exercise price of CAD $0.50 per Warrant Share (as defined below) (subject to adjustment as set forth in the certificate representing the Warrants), and the second of which is exercisable, subject to vesting as specified in the certificate representing the Warrants, for the purchase of two (2) shares of Common Stock at an exercise price of CAD $0.42 per Warrant Share (subject to adjustment as set forth in the certificate representing the Warrants), pursuant to a Securities Purchase Agreement to be entered into by and among the Company and the investors party thereto (the “Investors,” and such agreement, the “Securities Purchase Agreement”). The Investors desire to purchase from the Company, and the Company desires to sell and issue to the Investors, upon the terms and conditions stated in this Agreement a minimum of CAD $10,000,000 of Units (as defined below) (the “Minimum Amount”), which amount may be increased, at the Company’s option and with the consent of the Placement Agent, to CAD $12,750,000 (the “Maximum Amount”).

     The Placement Agent is acting as the Company’s placement agent in connection with the Offering. The Company and the Placement Agent desire to deposit all gross proceeds received from subscriptions for the shares of Units being sold (the “Securities”) in the Offering (the “Escrowed Funds”) with the Escrow Agent, to be held in escrow until joint written instructions are received by the Escrow Agent from the Company and the Placement Agent, from time to time, at which time the Escrow Agent will disburse the Escrowed Funds in accordance with such joint written instructions (a “Closing”). Escrow Agent is willing to hold the Escrowed Funds in escrow in subject to the terms and conditions of this Agreement.

AGREEMENT

     In consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

1. Appointment of Escrow Agent. The Company and the Placement Agent hereby appoint Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment.

2. Delivery of the Escrowed Funds.

     2.1 The Placement Agent and/or the Company will direct the Investors in the Offering to deliver the Escrowed Funds to the Escrow Agent on or prior to two business days (in the City of Vancouver, BC) prior to the closing of the Offering, addressed to the following account of the Escrow Agent:

Bank:	Canadian Imperial Bank of Commerce
Bank Address:	400 Burrard Street
	Vancouver, BC
	V6C3A6
Account Name:	Gowling Lafleur Henderson LLP in Trust
Branch:	010
Transit:	00010
Account	41-09716
ABA:	026009593
Swift Code:	CIBC-CATT
Gowlings Contact:	Anne Nkomo (604-443-7637)

     2.2 (a) All Investors’ checks shall be made payable to “Gowling Lafleur Henderson LLP In Trust, as agent for Olympus Pacific Minerals Inc.” and shall be delivered to the Escrow Agent at the address set forth on Exhibit A hereto and shall be accompanied by a written account of subscription in the form attached hereto as Exhibit B and executed by each Investor (the “Subscription Information”). The Escrow Agent shall, upon receipt of Subscription Information, together with the related purchase price being paid by such Investor therefore (the “Investment Amount”), deposit the related Investment Amount of such Subscription Information in the trust account of the Escrow Agent (the “Escrow Account”) for collection; or (b) all funds to be wired shall be wired to the account set forth in Section 2.1 above and written Subscription Information shall be faxed or emailed to the Escrow Agent in accordance with the information provided on Exhibit A. ALL FUNDS DELIVERED TO THE ESCROW AGENT SHALL BE IN CANADIAN DOLLARS.

     2.3 Any checks which are received by Escrow Agent that are made payable to a party other than the Escrow Agent, In Trust, shall be returned directly to the Placement Agent together with any documents delivered therewith. Simultaneously with each deposit of a check with the

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Escrow Agent, the Placement Agent shall provide the Escrow Agent with the Subscription Information to include the name, address and taxpayer identification number of each Investor and of the aggregate principal amount of Securities subscribed for by such Investor. The Escrow Agent is not obligated, and may refuse, to accept checks that are not accompanied by a Subscription Information containing the requisite information.

     2.4 In the event a wire transfer is received by the Escrow Agent and the Escrow Agent has not received Subscription Information, the Escrow Agent shall notify the Placement Agent. If the Escrow Agent does not receive the Subscription Information by such Investor prior to close of business on the third business day (days other than a Saturday or Sunday or other day on which the Escrow Agent is not open for business in the Province of British Columbia) after notifying Placement Agent of receipt of said wire, the Escrow Agent shall return the funds to such Investor.

3. Escrow Agent to Hold and Disburse Escrowed Funds. The Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant to the terms of this Agreement, as follows:

     3.1 Upon receipt of joint written instructions from the Company and the Placement Agent, in substantially the form of Exhibit C hereto (the “Instructions”), the Escrow Agent shall release the Escrowed Funds as directed in such instructions.

     3.2 In the event this Agreement, the Escrowed Funds or the Escrow Agent becomes the subject of litigation, the Company authorizes the Escrow Agent, at its option, to deposit the Escrowed Funds with the clerk of the court in which the litigation is pending, or a court of competent jurisdiction if no litigation is pending, and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility with regard thereto. The Company also authorizes the Escrow Agent, if it receives conflicting claims to the Escrow Funds, is threatened with litigation or if the Escrow Agent shall desire to do so for any other reason, to Interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder to the parties from which they were received.

     3.3 In the event that the Escrow Agent does not receive Instructions by a date that is [      ], 2010 (the “Escrow Termination Date”), all Escrowed Funds shall be returned to the Placement Agent for delivery to the Investors from which they were received without interest thereon or deduction therefrom.

     3.4 Notwithstanding anything herein contained, the Escrow Agent will at all times be authorized to act in accordance with the Instructions received by the Company and the Placement Agent or as directed by a court order.

     3.4 Except as expressly provided in this Agreement, and subject to any contrary instructions from the Escrowing Parties, the Escrow Agent is directed to invest the Escrow Funds, including any interest or other proceeds earned, in an interest bearing deposit account with a Canadian chartered bank listed in Schedule 1 to the Bank Act (Canada).

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     3.5 The Escrow Agent is authorized, at any time during the term of this Agreement, to liquidate any portion of the Escrowed Funds consisting of investments in accordance with its customary procedures, to provide funds for any payments required to be made under this Agreement.

     3.6 The Escrowing Parties acknowledges and understand that all or any portion of the Escrowed Funds invested in interest bearing instruments (including the instruments described in Section 3.4) may not, by their terms, be available to the Escrow Agent before maturity or, if available before maturity, may be available only on terms which require payment of break fees, make whole premiums, or similar charges to the issuers of such instruments.

4. Exculpation and Indemnification of Escrow Agent.

     4.1 The Escrow Agent shall have no duties or responsibilities and no implied duties or obligations will be read into this Agreement other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person other than itself to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, including, but not limited to, the Investors by reason of any failure, on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for Instructions given to the Escrow Agent relating to the Escrowed Funds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the parties hereto, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof. Without limiting the generality of Section 4.1, the Escrow Agent will have no duty to:

(a)	give the Escrowed Funds any greater degree of care than required under the applicable by-laws and rules of professional conduct established by the Law Society of British Columbia;
(b)	invest all or any part of the Escrowed Funds except as directed in this Agreement; or
(c)	enforce any obligation of any person, except as expressly provided in this Agreement.

     4.2 The Escrow Agent shall not be liable to the Company or the Placement Agent or to anyone else including, but not limited to, the Investors, for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by written notice delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. The Escrow Agent will be entitled to assume that all documents on which it must rely in order to carry out its obligations

4

under this Agreement are valid and properly authorized. The Escrow Agent need not question the authenticity of any such document or any signature thereon, nor inquire whether the person who signed, issued or authenticated such document had authority to do so. The Escrow Agent may rely upon any document that it believes in good faith to be genuine, sufficient and properly presented in accordance with the provisions of this Agreement.

     4.3 The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered to it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the Company, the Placement Agent, or to anyone else including, but not limited to, the Investors, in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement. The Escrow Agent shall have no responsibility with respect to the use or application of the Escrowed Funds pursuant to the provisions hereof.

     4.4 The Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred, without incurring liability to the Company, the Placement Agent, or to anyone else including, but not limited to, the Investors, for any action taken or omitted to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

     4.5 To the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of the Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds to the Company or to the Placement Agent on behalf of the Investors, as the case may be, or in accordance with the release of the Escrowed Funds contemplated in accordance with Section 3.3, as the case may be, to the extent due to the Company in accordance with the instructions delivered as set forth in Exhibit C such amount as the Escrow Agent estimates to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified and held harmless by the Company against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments in the manner provided in Section 4.6.

     4.6 The Escrow Agent will be indemnified and held harmless by the Company and the Placement Agent from and against all expenses, including all reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or proceedings involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, except for claims relating to gross negligence or willful misconduct by Escrow Agent or breach of this Agreement by the Escrow Agent, or the monies or other property held by it hereunder. Promptly after the receipt of the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against an Escrowing Party, notify each of them thereof in writing,

5

but the failure by the Escrow Agent to give such notice shall not relieve any such party from any liability which an Escrowing Party may have to the Escrow Agent hereunder, unless the Escrowing Party shall be materially prejudiced by such delay.

     4.7 For purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Escrow Agent, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.

5. Termination of Agreement and Resignation of Escrow Agent.

     5.1 Termination. This Agreement shall terminate with respect to the rights and obligations of the Escrow Agent and the Escrowing Parties regarding the Escrowed Funds upon disbursement of all of the Escrowed Funds in accordance with the terms hereof or resignation of the Escrow Agent as provided herein.

     5.2 Resignation.

          (a) General. The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the Placement Agent at least twenty (20) business days written notice thereof (the “Notice Period”).

          (b) Regarding the Escrowed Funds. Prior to the Closing and with respect to the Escrowed Funds, upon providing the written notice called for in Section 5.2(a) above, the Escrow Agent shall have no further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of the Notice Period. In such event, the Escrow Agent shall not take any action, other than receiving and depositing the Investors’ checks and wire transfers in accordance with this Agreement, until the Company and the Placement Agent have jointly designated a banking corporation, trust company, attorney or other person as successor escrow agent. As soon as practicable after its resignation, the Escrow Agent shall, if it receives written notice from the Company and the Placement Agent within the Notice Period, turn over to a successor escrow agent appointed jointly by the Company and the Placement Agent all Escrowed Funds (less such amount as the Escrow Agent is entitled to retain pursuant to Section 6) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the Placement Agent for delivery to the Investors from which they were received without interest or deduction other than the deductions provided in Section 4.5.

6. Form of Payments by Escrow Agent. All amounts referred to herein are expressed in Canadian Dollars and all payments by the Escrow Agent shall be made in such dollars.

7. Compensation. The Company will reimburse the Escrow Agent for all reasonable expenses, disbursements or advances incurred or made by the Escrow Agent in performance of

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its duties under this Agreement and any such payment or reimbursement to which the Escrow Agent is entitled will be borne by the Company.

8. Notices. All notices, requests, demands, and other communications provided herein shall be in writing, shall be delivered by hand or by first-class mail, shall be deemed given when received and shall be addressed to parties hereto at their respective addresses first set forth on Exhibit A hereto.

9. Further Assurances. From time to time on and after the date hereof, the Company and the Placement Agent shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

11. Miscellaneous-

     11.1 This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in this Agreement, refer to the Agreement in its entirety and not only to the particular portion of this Agreement where the term is used. The word “person” shall mean any natural person, partnership, corporation, government and any other form of business of legal entity. All words or terms used in this Agreement, regardless of the number or gender in which they were used, shall be deemed to include any other number and any other gender as the context may require. This Agreement shall not be admissible in evidence to construe the provisions of any prior agreement.

     11.2 This Agreement and the rights and obligations hereunder of the parties to this Agreement may not be assigned. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or have any rights under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent and the Escrowing Parties. This Agreement is intended to be for the sole benefit of the parties hereto and their respective successors, heirs and permitted assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person.

     11.3 This Agreement is governed by, and is to be construed, interpreted and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in that Province. All disputes arising under this Agreement shall be referred to the Courts of the Province of British Columbia.

     11.4 This Agreement constitutes the entire agreement between the Escrowing Parties and the Escrow Agent pertaining to the administration and disposition of the Escrow Funds by the Escrow Agent, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or

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written, of the Escrowing Parties and the Escrow Agent. There are no representations, warranties, or conditions (including any that may be implied by statute) and there are no other agreements between the Escrowing Parties and the Escrow Agent in connection with the administration and disposition of the Escrow Funds except as specifically set out in this Agreement. None of the Escrowing Parties nor the Escrow Agent has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or in contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term of this Agreement.

     11.5 Each provision of this Agreement is distinct and severable. If any provision of this Agreement, in whole or’ in part, is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

     (a) the legality, validity or enforceability of the remaining provisions of this Agreement; or

     (b) the legality, validity or enforceability of that provision in any other jurisdiction.

     11.6 Section 4 and any other provisions that would reasonably be expected to remain in force will survive the termination of the escrow created under this Agreement. The termination of the escrow created under this Agreement will not affect the rights of any party or the Escrow Agent to make a claim for damages arising from a breach of any provision of this Agreement which occurred prior to that termination.

12. Execution of Counterparts. This Agreement may be executed in a number of counterparts, each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more of the counterparts hereof, individually or taken together, are signed by all the parties. In the event that any signature is delivered by facsimile transmission or other electronic transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or other electronic signature page were an original thereof.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and year first above written,

ESCROW AGENT: GOWLING LAFLEUR HENDERSON LLP
By:	/s/ Cyndi Laval
	Name:	Cyndi Laval
	Title:    Partner
COMPANY: OLYMPUS PACIFIC MINERALS INC.
By:	/s/ Illegible
	Name:
	Title:
PLACEMENT AGENT: EURO PACIFIC CAPITAL, INC.
By:	/s/ Thomas Tan
	Name:	Thomas Tan
	Title:	Managing Director

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EXHIBIT A

PARTIES TO AGREEMENT

Olympus Pacific Minerals Inc.
Suite 500, 10 King Street East
Toronto, Ontario
M5C 1C3 Canada
Attention: David A. Seton, Chairman and Chief Executive Officer
Fax Number: 416.572.4202
Email: dseton@olympuspacific.com

With a copy to:
Gowlings Lafleur Henderson LLP
Attention: Cyndi Laval
Telephone: 604-891-2712
Fax: 604-448-5629
Email: cyndilaval@gowlings.com

Euro Pacific Capital, Inc.
88 Post Road West, 3rd Floor
Westport, CT 06880
Attention: Mr. Thomas Tan
Telephone: 203-662-9700
Fax:(203)662-9771
Email: ttan@europac.net

With a copy to:
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, N.W.
Washington, DC 20037-1122
Attention: Louis A. Bevilacqua, Esq.
Telephone: (202) 663-8158
Fax: (202)663-8007
Email: louis.bevilacqua@pillsburylaw.com

EXHIBIT B

SUBSCRIPTION INFORMATION

Name of Investor

Residential or Home Office Address of Investor

CAD $ Amount of Securities Subscribed

Subscription Amount Submitted Herewith

Taxpayer ID Number/ Social Security Number

Signature of Investor

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EXHIBIT C

JOINT INSTRUCTIONS

     Pursuant to that certain Escrow Agreement, dated March      ,2010 (the “Escrow Agreement”) by and among Olympus Pacific Minerals Inc., Euro Pacific Capital, Inc. (the “Placement Agent”), and Cowlings Lafleur Henderson LLP (the “Escrow Agent”), the Company and Placement Agent hereby unconditionally and irrevocably instruct the Escrow Agent to release the Escrowed Funds in the amount and manner described below.

Please disburse to:

Amount to disburse:

Form of distribution:

Payee:

Name:

Address:

City/State:

Zip:

Subscriptions Accepted From

Investor	Amount
Total:

Statement of event or condition which calls for this request for disbursement:

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EX-3.38

Exhibit 3.38

SECURITIES PURCHASE AGREEMENT

          This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated June 18, 2010, is among OLYMPUS PACIFIC MINERALS INC., a Canadian corporation (the “Company”), each purchaser identified on Schedule A hereto (each, including his, her or its successors and assigns, an “Investor” and, collectively, the “Investors”) and, with respect to certain sections hereof, Collateral Agents, LLC, a New York limited liability company (the “Collateral Agent”) and Euro Pacific Capital, Inc., a California corporation (the “Placement Agent”), individually and in its capacity as the “Investor Representative” hereunder.

BACKGROUND

     This Agreement has been entered into as contemplated by the Company’s Confidential Private Placement Memorandum, dated June 7, 2010, as supplemented by a supplement dated June 14, 2010 (together with any and all other amendments and/or supplements thereto and all documents incorporated therein by reference, the “Memorandum”).

     The Placement Agent is acting in such capacity in connection with the Company’s offering of Units (as defined below) as described in the Memorandum.

     The Investors desire to purchase from the Company, and the Company desires to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, a minimum of $12,000,000 (the “Minimum Amount”) of Units and up to a maximum of $21,960,000 (the “Maximum Amount”) of Units, which Maximum Amount constitutes the aggregate maximum stated or deemed principal amount of all of the Notes issuable hereunder.

     Each unit (a “Unit” and, collectively, the “Units”) shall consist of: (i) an 8% Senior Secured Redeemable Gold Delivery Promissory Note (each. a “Note” and, collectively, the “Notes”) of the Company in the stated or deemed principal amount of Ten Thousand Dollars ($10,000), which Notes shall be substantially in the form annexed hereto as Exhibit A, and (ii) a detachable common stock purchase warrant (each, a “Warrant” and, collectively, the “Warrants”) for the purchase of 3,470 shares of the Company’s common stock, no par value (“Common Stock”), at an exercise price of CAD $0.60 per Warrant Share (as defined below) (subject to adjustment as set forth in the certificate representing the Warrants). Each share issuable upon exercise of the Warrants is referred to herein as a “Warrant Share” and, collectively, as the “Warrant Shares.” The Warrants will be substantially in the form annexed hereto as Exhibit B.

     The Company and the Investors are executing and delivering this Agreement in reliance upon exemptions from securities registration afforded by the rules and regulations promulgated by the Commission (as hereinafter defined) and by the SEC (as hereinafter defined) under the Securities Act of 1933, as amended.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to the sale and purchase of the Units as set forth herein and to the other agreements set forth herein.

1. DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the respective meanings indicated in this Section 1.

     “Affiliate” means, with respect to any specified Person: (i) if such Person is an individual, the spouse of such Person and, if deceased or disabled, his heirs, executors or legal representatives, if applicable, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

     “ASIC” means the Australian Securities and Investments Commission.

     “ASX” means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

     “Business Day” means any day on which banks located in New York, New York, United States; Toronto, Ontario, Canada; Da Nang, Vietnam; Perth, Australia; Mendrisio, Switzerland; or London, England are not required or authorized by law or other governmental action to remain closed.

     “BVI Pledge Agreement” means the BVI Pledge Agreement, dated as of June 18, 2010, by and between the Company and the Collateral Agent substantially in the form annexed hereto as Exhibit G.

     “CAD” or “CAD $” means Canadian Dollar.

     “Closing Escrow Agreement” means the Closing Escrow Agreement, dated as of June 18, 2010, by and among the Company, the Placement Agent and the Escrow Agent substantially in the form annexed hereto as Exhibit C.

     “Collateral” means all the Properties subject to the Liens created by the Security Documents.

     “Commission” means the Ontario Securities Commission.

     “Company’s knowledge” means the information and/or other items that the following executives of the Company have actual knowledge of after due inquiry: the Chairman and Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Vice President of

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Commercial Development, the Corporate Secretary, the Chief Geologist, the Vice President of Finance and the Vice President of Investor Relations.

     “Deemed Principal Amount” has the meaning set forth in the Notes.

     “Escrow Account” means the escrow account established by the Escrow Agent pursuant to the Closing Escrow Agreement where funds representing the Investors’ aggregate Purchase Price (as hereinafter defined) shall be held pending the Closing or any partial Closing.

     “Escrow Agent” means Collateral Agents, LLC.

     “Exchange” or “TSX” means the Toronto Stock Exchange.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Formwell” means Formwell Holdings Limited, a British Virgin Islands company and direct wholly owned subsidiary of the Company.

     “Gold Agency Agreement” means the Gold Agency Agreement, dated as of June 18, 2010, by and between the Trust Account Agent and the Investor Representative on behalf of the Investors, substantially in the form attached hereto as Exhibit K.

     “Gold Deposits” means deposits of Gold (as defined in the Notes) made by the Company on the Gold Delivery Dates (as defined in the Notes) into the Trust Account (as defined in the Notes).

     “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal.

     “Guarantor” means each of Formwell and NVMC.

     “Indebtedness” means, with respect to any specified Person, any indebtedness of such specified Person: (a) for borrowed money; (b) evidenced by notes, bonds, debentures or similar instruments; (c) for the deferred and unpaid purchase price of goods, services or other property (other than trade payables or accrued expenses incurred in the ordinary course of business); (d) under capital lease obligations; and (e) in the nature of guarantees of the obligations described in clauses (a) through (d) above of any other Person.

     “Intellectual Property” means the Company’s patents, patent applications, provisional patents, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, mask works, customer lists, internet domain names, know-how and other intellectual property, including trade secrets and other unpatented and/or

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unpatentable proprietary or confidential information, systems, procedures or registrations or applications relating to the same.

     “Intercompany Subordination Agreement” means the Intercompany Subordination Agreement, dated as of June 18, 2010, by and among the Company, the Guarantors and the Collateral Agent substantially in the form annexed hereto as Exhibit H.

     “Investor” means any person who purchases Units in the Offering pursuant to this Agreement.

     “Legal Requirement” means any federal state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of any national securities exchange upon which the Common Stock is then listed or traded). Reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect from time to time, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or re-enactment of such section or other provision.

     “Lien(s)” means any interest in Property securing an obligation owed to a Person whether such interest is based on the common law, statute or contract, and including but not limited to a security interest arising from a mortgage, lien, title claim, assignment, encumbrance, adverse claim, contract of sale, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” includes, but is not limited to, mechanics’, materialmen’s, warehousemen’s and carriers’ liens and other similar encumbrances. For the purposes hereof, a Person shall be deemed to be the owner of Property that it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes. For purposes of clarification, “Lien(s)” shall not be deemed to include (a) any restrictions on Transfer pursuant to the Securities Act, the Securities Laws or any other securities laws or pursuant to any of the Transaction Documents or (b) any lien or security interest that, although reflected in a financing statement or other filing or recording that is dated on or about August 14, 2006, relates to obligations that were due to Macquarie Bank but have been fully paid or otherwise discharged.

     “Material Adverse Effect” means a material adverse effect on, and a “Material Adverse Change” means a material adverse change in: (i) the ability of the Company to perform its obligations under the Transaction Documents or to pay any obligations under the Notes when due or (ii) the validity or priority of the security interests created by the Security Documents, but, to the extent applicable, shall exclude any circumstance, change, matter or effect to the extent resulting or arising from: (a) any change in general economic conditions in the industries or markets in which the Company and its Subsidiaries operates so long as the Company and its Subsidiaries are not disproportionately (in a material manner) affected by such changes; (b) national or international political conditions, including any engagement in hostilities, whether or

4

not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack, so long as the Company and its Subsidiaries are not disproportionately (in a material manner) affected by such conditions; (c) changes in United States or Canadian generally accepted accounting principles or the interpretation thereof; (d) the entry into or announcement of this Agreement or any of the other Transaction Documents, actions contemplated by this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby; or (e) temporary in nature.

     “Note Pledge Agreement” means the Note Pledge Agreement, dated as of June 18, 2010, by and between the Company and the Collateral Agent substantially in the form annexed hereto as Exhibit F.

     “NVMC” means New Vietnam Mining Corp., a British Virgin Islands company and direct wholly owned subsidiary of the Company.

     “Obligations” means, collectively, the obligations of the Company to make Gold Deposits under the Notes in order to satisfy the gold delivery obligations thereunder, interest, penalties, fees, indemnifications, reimbursements, damages, costs, expenses and other liabilities payable by the Company under the Transaction Documents (other than the Warrants).

     “Offering” means the offering and sale of the Units pursuant to this Agreement and the Memorandum.

     “OTCBB” means the Over-the-Counter Bulletin Board system.

     “Person” means an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Purchase Price” means an amount equal to $10,000 per Unit multiplied by the number of Units being purchased.

     “Regulatory Authorities” means collectively the Commission and the TSX;

     “Required Holders” means, at any time, holders of Notes holding more than fifty percent (50%) of the aggregate Deemed Principal Amount of all Notes outstanding at such time.

     “SEC” means the United States Securities and Exchange Commission.

     “Securities” means, collectively, the Units, the Notes, the Warrants and the Warrant Shares.

     “Securities Act” means the Securities Act of 1933, as amended.

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     “Securities Laws” means the securities legislation and regulations of, and the instruments, policies, rules, orders, decisions, notices and interpretation notes of the Commission,

     “Security Documents” means, collectively, the BVI Pledge Agreement and the Note Pledge Agreement.

     “Subsidiary” means any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any controlling equity or other controlling ownership interest or otherwise controls through contract or otherwise, including, without limitation, any variable interest entity of the Company. If and for so long as the Company owns, directly or indirectly, any controlling equity or other controlling ownership interest or otherwise controls through contract or otherwise Bong Mieu Gold Mining Company Limited (a Vietnamese company), Phuoc Son Gold Company Limited (a Vietnamese Company), Bau Mining Co Ltd (a Samoan company), Binh Dinh NZ Gold Co Ltd (a Vietnamese company) or North Borneo Gold Sdn Bhd (a Malaysian company), such entity shall be deemed to be a Subsidiary.

     “Subsidiary Guaranty” means the Guarantee Agreement, dated as of June 18, 2010, by and among the Guarantors and the Collateral Agent substantially in the form annexed hereto as Exhibit D.

     “Trading Day” means: (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over the counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over the counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     “Trading Market” means whichever of the TSX, the New York Stock Exchange, the NYSE AMEX, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

     “Transaction Documents” means, collectively, this Agreement, the Security Documents, the Subsidiary Guaranty, the Intercompany Subordination Agreement, the Notes, the Warrants and the Closing Escrow Agreement.

     “Transfer” means any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

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     “Trust Account Agent” means Auramet Trading, LLC.

     “Trust Account Agreement” means the Trust Account Agreement, dated as of April 4, 2005, by and between the Trust Account Agent and JP Morgan Chase Bank, N.A., London Branch, relating to the establishment of the Trust Account (as defined in the Notes) in substantially the form annexed hereto as Exhibit J.

     “TSX” means the Toronto Stock Exchange.

     “USD,” “USD $,” or “$” means United States Dollars.

2. SALE AND PURCHASE OF UNITS.

     2.1. Subscription for Units by Investors. Subject to the terms and conditions of this Agreement and upon the basis of the representations and warranties herein contained, on the Closing Date, each Investor shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, the number of Units specified by it on its signature page attached hereto in exchange for the Purchase Price therefor. Units will be sold in minimum stated or deemed principal amounts of $10,000.

     2.2. Closing. Subject to the terms and conditions set forth in this Agreement, on each Closing Date, the Company shall issue and sell to each Investor listed on Schedule A (exclusive, however, of any such Investor to which Units have already been issued and sold), and each such Investor shall, severally and not jointly, purchase from the Company such number of Units as is set forth on the respective signature pages attached hereto, which will be reflected opposite such Investor’s name on Schedule A (each such event, a “Closing”). The date of each Closing is hereinafter referred to as the “Closing Date” for such Closing. Each Closing shall occur within the time periods set forth in the Memorandum at the offices of Pillsbury Winthrop Shaw Pittman LLP at 2300 N Street, NW, Washington, DC 20037 or remotely via the exchange of documents and signatures.

The Investors acknowledge that the Offering may be completed at one or more Closings in the discretion of the Company and the Investor Representative and that multiple Closings may be effected until the Maximum Amount is raised; provided, however, that Units equal to at least the Minimum Amount are required to be sold at the first such Closing. Upon completion of each Closing, the Company is irrevocably entitled to the Purchase Price for the Units issued and sold at such Closing, subject to the rights of the Investors under this Agreement and any applicable laws.

     2.3. Closing Deliveries. At each Closing, the Company shall deliver to each Investor purchasing Units at such Closing, against delivery by such Investor of the Purchase Price therefor as provided in the next sentence, certificates representing the Notes and the Warrants being purchased by such Investor. At each Closing, each Investor purchasing Units at such Closing shall deliver or cause to be delivered to the Company: (i) the Purchase Price set forth in its counterpart signature page annexed hereto by paying United States dollars in immediately available funds by wire transfer to the Escrow Account pursuant to the Closing Escrow

7

Agreement; and (ii) any further documentation required under the Securities Laws or the policies of any Regulatory Authority.

     2.4. The Notes. The Notes shall have the terms and conditions and be substantially in the form annexed hereto as Exhibit A.

     2.5. The Warrants. The Warrants shall have the terms and conditions and be substantially in the form annexed hereto as Exhibit B.

     2.6. Use of Proceeds. The Company hereby covenants and agrees that the proceeds from the sale of Units shall be used as provided for in the Memorandum.

     2.7. Appointment of the Investor Representative.

          (a) Each Investor, severally and not jointly, hereby appoints the Placement Agent (together with its permitted successors, and in this context, the “Investor Representative”), as its true and lawful agent and attorney-in-fact to, without the need for any further consent or further action on the part of any Investor: (i) enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Transaction Documents; (ii) accept delivery of the certificates representing the Notes and the Warrants comprised in the Units purchased hereunder; (iii) exercise all or any of the powers, authority and discretion conferred on such Investor under this Agreement or any of the Transaction Documents; (iv) without any action on the part of any Investor, waive or amend any terms and conditions of this Agreement or any of the Transaction Documents, including, but not limited to, waive any Event of Default (as defined in the certificate representing the Notes) and any negative or affirmative covenants of the Company contained in any Transaction Document; and (v) give and receive notices on such Investor’s behalf and to be such Investor’s exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and the Investor Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Investor Representative shall not be liable for any action taken or not taken by it in connection with its obligations under this Agreement, except for losses directly and solely caused by the Investor Representative’s gross negligence or wilful misconduct. If the Investor Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by the Required Holders, which successor shall serve and exercise the powers of the Investor Representative hereunder. Each Investor hereby agrees to be bound by all actions taken by the Investor Representative even if such Investor has not otherwise consented to or agrees with such action and even if neither the Required Holders nor such Investor nor any other Investor has consented to or agrees with such action; and each Investor hereby ratifies and confirms all actions taken by the Investor Representative.

          (b) The duties of the Investor Representative shall be ministerial and administrative in nature, and the Investor Representative shall not have a fiduciary relationship with any Investor, or other Person, by reason of any Transaction Document or any transaction relating thereto. The Investor Representative shall not have any duties except those expressly set

8

forth in the Transaction Documents. The conferral upon the Investor Representative of any right shall not imply a duty on the Investor Representative’s part to exercise such right, unless instructed to do so by the Required Holders (or all Investors if the Transaction Documents otherwise so provide) in accordance with this Agreement.

          (c) The Investor Representative may perform its duties through agents and employees (“Investor Representative Professionals”). The Investor Representative may consult with and employ Investor Representative Professionals and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Investor Representative Professional. The Investor Representative shall not be responsible for the negligence or misconduct of any agents, employees or Investor Representative Professionals selected by it with reasonable care.

          (d) This Section 2.7 is an agreement solely among the Investors and the Investor Representative and shall survive full payment of the Obligations. This Section 2.7 does not confer any rights or benefits or impose any duties, obligations or liabilities upon, and shall not otherwise be binding upon, the Company, the Guarantors or any other Person.

          (e) To the extent that the Investor Representative is not reimbursed and indemnified by the Company and its Subsidiaries, the Investors will jointly and severally reimburse and indemnify the Investor Representative, in proportion to their initially purchased respective deemed or stated principal amounts of their Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Investor Representative in performing its duties hereunder or under the other Transaction Documents or in any way relating to or arising out of the Transaction Documents, except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely from the Investor Representative’s own gross negligence or willful misconduct. Prior to taking any action hereunder as the Investor Representative, the Investor Representative may require each Investor to deposit with it sufficient sums as it determines in good faith are necessary to protect the Investor Representative for costs and expenses associated with taking such action.

          (f) The Investor Representative hereby acknowledges and agrees to perform those obligations contained in the Notes that require performance by the Investor Representative even though the Investor Representative is not a party to any of the Notes.

     2.8. Appointment of Collateral Agent. The Investors hereby appoint Collateral Agents, LLC to act as their Collateral Agent for purposes of exercising any and all rights and remedies of the Investors under this Agreement, the Subsidiary Guaranty or the Security Documents to which Collateral Agents, LLC is a party. Such appointment shall continue until revoked in writing by the Investor Representative or the Required Holders, at which time the Investor Representative or the Required Holders shall appoint a new Collateral Agent. The Collateral Agent shall have the rights, responsibilities and immunities set forth in Exhibit I annexed hereto.

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     2.9. Acknowledgements by Company with respect to Investor Representative. The Company agrees that (subject to the validity, binding effect and enforceability of Section 2.7) the Investor Representative has standing to, and may, enforce on behalf of the Investors any provision of this Agreement, the Note or any other Transaction Document to which the Investor Representative is a party, including any affirmative or negative covenant contained in this Agreement, the Note or any other such Transaction Document as and to the same extent as an Investor. As between the Company, the Guarantors and the Investor Representative, any action that the Investor Representative may take under any Transaction Document to which it is a party or with respect to any Obligations shall (subject to the validity, binding effect and enforceability of Section 2.7) be conclusively presumed to have been authorized and directed by the Investors.

3. ACKNOWLEDGEMENTS OF THE INVESTORS.

     Each Investor, severally and not jointly, acknowledges that:

     3.1. Resale Restrictions. None of the Securities have been registered under the Securities Act or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, none of the Securities may be offered or sold by such Investor except pursuant to an effective registration statement under the Securities Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with applicable state securities laws. Such Investor further acknowledges that neither this Agreement nor any of the other Transaction Documents provides such Investor with any registration rights and that the Company has no intention of registering any of the Securities.

     3.2. Agreements. Such Investor has received, carefully read and acknowledges the terms of the Transaction Documents and Memorandum, including the Risk Factors set forth in the Memorandum and the documents incorporated by reference into the Memorandum.

     3.3. Books and Records. The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by such Investor during reasonable business hours at the Company’s principal place of business, that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by such Investor and its attorney and/or advisor(s) and that such Investor and/or its advisor has reviewed all such documents, records and books to its full satisfaction and all questions it and/or its advisor(s) may have had been answered to their respective full satisfaction.

     3.4. Independent Advice. Such Investor has been advised to consult such Investor’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and neither the Company nor the Placement Agent is in any way, directly and/or indirectly, responsible) for compliance with:

          (a) any applicable laws of the jurisdiction in which such Investor is resident in connection with the distribution of the Securities hereunder, and

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          (b) applicable resale restrictions.

     3.5. No Governmental Review or Insurance. Neither the SEC, the Commission nor any other securities commission, securities regulator or similar regulatory authority has reviewed or passed on the merits of the Securities or on any of the documents reviewed or executed by such Investor in connection with the sale of the Securities, and there is no government or other insurance covering any of the Securities.

     3.6. Personal Information. Such Investor acknowledges and consents to the fact that the Company is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) of such Investor for the purpose of completing this Agreement. Such Investor acknowledges and consents to the Company retaining such personal information for as long as permitted or required by law or business practices; such Investor agrees and acknowledges that the Company may use and disclose such personal information: (i) for internal use with respect to managing the relationships between and contractual obligations of the Company and such Investor; (ii) for use and disclosure for income tax related purposes, including, without limitation, where required by law, disclosure to Canadian Revenue Agency; (iii) disclosure to professional advisers of the Company; (iv) disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trade or similar regulatory filings; (v) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (vi) disclosure to any Person where such disclosure is necessary for legitimate business reasons and is made with such Investor’s prior written consent; (vii) disclosure to a court determining the rights of the parties under this Agreement; and (viii) for use and disclosure as otherwise required or permitted by law; in addition, such Investor further acknowledges and consents to the fact that the Company may be required to provide any one or more of the Canadian securities regulators, stock exchanges, the Investment Industry Regulatory Organization of Canada, other regulatory agencies or the Company’s registrar and transfer agent with any personal information provided by such Investor in this Agreement, and may make any other filings of such personal information as the Company’s counsel deems appropriate, and such Investor acknowledges receipt of notification of the disclosure of Personal Information by the Company to the TSX and such Investor hereby consents to and authorizes the foregoing use and disclosure of such Personal Information and agrees to provide, on request, all particulars required by the Company in order to comply with the foregoing. Such Investor further acknowledges and expressly consents to:

          (a) the disclosure of Personal Information by the Company to the TSX, the ASIC, the ASX and other applicable regulatory authorities, as required;

          (b) the collection, use and disclosure of Personal Information by the TSX, the ASIC or the ASX for such purposes as may be identified by the TSX, the ASIC or the ASX respectively from time to time; and

          (c) that it has been notified by the Company (i) of the delivery to the

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Commission of the full name, residential address and telephone number of such Investor, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution, (ii) that this information is being collected indirectly by the Commission under the authority granted to it in securities legislation, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario, and (iv) that the Administrative Assistant to the Director of Corporate Finance can be contacted at Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or at (416) 593-8086 regarding any questions about the Commission’s indirect collection of this information (for the purposes of this Section 3.6, “Personal Information” means any information identifiable about such Investor).

     3.7. No Restriction. Except as otherwise expressly provided in any Transaction Document, the issue of the Units will not restrict or prevent the Company from obtaining any other financing or from issuing additional securities or rights.

     3.8. Proceeds of Crime. The funds representing the aggregate Purchase Price in respect of the Units that will be advanced by such Investor to the Company hereunder will not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTF Act”), and such Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s name and other information relating to this Agreement and such Investor’s subscription hereunder, on a confidential basis, pursuant to the PCMLTF Act; to the best of such Investor’s knowledge, none of the subscription funds to be provided hereunder (i) have been or will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under the laws of Canada or the United States or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to such Investor. Such Investor shall promptly notify the Company if such Investor discovers that any such representation ceases to be true and shall provide the Company with appropriate information in connection therewith.

     3.9. Investment Experience. Such Investor acknowledges that the purchase of the Securities is a highly speculative investment and that it can, without impairing its financial condition, bear the economic risk and complete loss of its entire investment in the Securities and has such knowledge and experience in financial and/or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby, and such Investor can be assured to have the capacity to protect its own interest in connection with its investment.

     3.10. Company’s Right to Reject Subscriptions. Such Investor acknowledges that the Company, in its sole discretion, reserves the unconditional right to accept or reject, in whole or in part, this subscription, with or without cause, or to determine not to proceed with the Offering.

     3.11. Canadian Acknowledgements. Such Investor acknowledges the following:

     (a) no prospectus has been or is intended to be filed by the Company with any securities commission in connection with the offering of Units or the issuance of the Securities;

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     (b) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of the Securities;

     (c) there is no government or other insurance covering the Securities,, and there are risks associated with the purchase of the Securities;

     (d) there are restrictions on such Investor’s ability to resell the Securities imposed by applicable securities legislation and the Exchange and it is the responsibility of such Investor to find out what those restrictions are and to comply with them before selling the Securities; and

     (e) the Company has advised such Investor that the Company is relying on an exemption from the requirements to provide such Investor with a prospectus under applicable securities legislation, and as a consequence of acquiring the Units pursuant to these exemptions:

(i) certain protections, rights and remedies provided by applicable securities legislation, including statutory rights of rescission or damages, will not be available to such Investor;

(ii) such Investor may not receive information that might otherwise be required to be provided to such Investor under the applicable securities legislation if the exemption was not being used; and

(iii) the Company is relieved from certain obligations that would otherwise apply under the applicable securities legislation if an exemption was not being used;

     (f) the Securities shall be subject to statutory resale restrictions under Securities Laws;

     (g) such Investor covenants that it will not resell any of the Securities except in compliance with applicable laws, and such Investor acknowledges that it is solely responsible (and the Company is not in any way responsible) for such compliance;

     (h) such Investor’s ability to transfer the Securities is limited by, among other things, applicable Securities Laws;

     (i) the certificates or other instruments representing the Notes will bear, as of the Closing Date, in addition to any other legends required by applicable law, legends substantially in the following form and with the necessary information inserted:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [the date that is 4 months and 1 day after the Closing Date]. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD.”

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     (j) the certificates or other instruments representing the Warrants will bear, as of the Closing Date (and in the event the Warrants are exercised prior to the date that is four months and one day after the Closing Date, the Warrant Shares will bear), legends substantially in the following form and with the necessary information inserted:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [the date that is 4 months and 1 day after the Closing Date] IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD.”

“THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”

     3.12. Australian Acknowledgements. Such Investor agrees not to offer any Warrant Shares for sale to any person in Australia (“Offer”), through an on-market sale on the ASX or otherwise, within 12 months from the date of issue of the Warrant Shares to the Investor on exercise of a Warrant unless:

     (a) the Offer does not require disclosure as a result of section 708 or 708A of the Australian Corporations Act 2001 (excluding section 708 (1) of the Australian Corporations Act 2001); or

     (b) the Offer is made pursuant to a disclosure document in accordance with the Australian Corporations Act 2001.

4. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.

     Each Investor, severally and not jointly, represents and warrants to the Company, solely as to such Investor, that as at the date given above and the Closing Date:

     4.1. Capacity. Such Investor: (i) if a natural person, has reached the age of 21 and has full authority, legal capacity and competence to enter into, execute and deliver this Agreement and the other Transaction Documents to which such Investor is (directly or through the Investor Representative) a party and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, was not formed for the specific purpose of acquiring the Units, is duly organized, validly existing and in good standing under the laws of the state of its organization, has full power and authority to execute and deliver this Agreement, the other Transaction Documents to which it is (directly or through the Investor

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Representative) a party and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof and to purchase and hold the Units; (iii) the execution and delivery of this Agreement and the other Transaction Documents to which it is (directly or through the Investor Representative) a party have been duly authorized by all necessary action on the part of such Investor; (iv) if executing this Agreement in a representative or fiduciary capacity, has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (directly or through the Investor Representative) a party in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, limited liability company or partnership or other entity for whom such Investor is executing this Agreement and the other Transaction Documents; and (v) such individual, partnership, ward, trust, estate, corporation, limited liability company or partnership or other entity has full right and power to perform pursuant to this Agreement and the other Transaction Documents to which it is (directly or through the Investor Representative) a party and make an investment in the Company.

     4.2. No Violation of Corporate Governance Documents. If such Investor is a corporation or other entity, the entering into of this Agreement and the other Transaction Documents to which it is (directly or through the Investor Representative) a party and the performance by such Investor of the transactions contemplated hereby and thereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, or the charter or other organizational documents, bylaws or other governing documents of, such Investor or of any agreement, written or oral, to which such Investor may be a party or by which such Investor is or may be bound.

     4.3. Binding Agreement. Such Investor has duly executed and delivered this Agreement and the other Transaction Documents to which it is (or, in the case of any other Transaction Document to which such Investor is contemplated to be a party or by which it is contemplated that such Investor will be bound, has caused the Investor Representative to execute the same of behalf of such Investor, with such Investor intending and hereby agreeing to be bound thereby as if it were a signatory thereto) a party, and this Agreement and the other Transaction Documents to which it is (directly or through the Investor Representative) a party constitute valid and binding agreements of such Investor enforceable against such Investor in accordance with their respective terms, except as such enforceability may be limited by general principals of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

     4.4. Purchase Entirely for Own Account. The Securities are being acquired by such Investor as principal for such Investor’s own account, not as nominee or agent, and not for the benefit of any other Person, for investment purposes only and not with a view to the resale or distribution of any part thereof in violation of any United States federal and state securities laws or the Securities Laws, and such Investor has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act or the Securities Laws, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of the Securities in compliance with United States federal and state securities laws and the Securities Laws, as may be applicable.

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     4.5. Not a Broker-Dealer. Such Investor is neither a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or Affiliated with any member of FINRA, nor a broker-dealer registered with the SEC under the Exchange Act or engaged in a business that would require it to be so registered, nor is it an Affiliate of such a broker-dealer or any Person engaged in a business that would require it to be registered as a broker-dealer. In the event such Investor is a member of FINRA or associated or Affiliated with a member of FINRA, such Investor agrees, if requested by FINRA, to sign a lock-up, the form of which shall be satisfactory to FINRA with respect to the Securities.

     4.6. Not an Underwriter. Such Investor is not an underwriter of the Common Stock, nor is it an Affiliate of an underwriter of the Common Stock.

     4.7. Disclosure of Information. Such Investor has had an opportunity to receive, and fully and carefully review, all information related to the Company and the Securities requested by it and to ask questions of and receive answers from the Company regarding the Company and its business and the terms and conditions of the Offering of the Securities. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. Such Investor acknowledges that it has received, and fully and carefully reviewed and understands, all of the Transaction Documents, including, but not limited to, the Memorandum describing, among other items, the Company, its business and risks, the Securities and the offering of the Securities. Such Investor acknowledges that it has received, and fully and carefully reviewed and understands, copies of the SEC Reports (as defined below), either in hard copy or electronically through the SEC’s EDGAR system. Such Investor acknowledges that the Transaction Documents and the Memorandum do not contain all the information that would be included in a registration statement covering the offering and sale of the Securities under the Securities Act. Such Investor understands that its investment in the Securities involves a high degree of risk. Such Investor’s decision to enter into this Agreement has been made based solely on the independent evaluation of such Investor and its representatives. Such Investor has received such accounting, tax and legal advice from Persons (other than the Company and its officers and other representatives) as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.

     4.8. Restricted Securities. Such Investor understands that the sale or re-sale of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Securities, as applicable, may not be transferred unless:

          (a) they are sold pursuant to an effective registration statement under the Securities Act; or

          (b) they are being sold pursuant to a valid exemption from the registration requirements of the Securities Act; or

          (c) they are sold or transferred to an “affiliate” (as defined in Rule 144, promulgated under the Securities Act (or a successor rule (“Rule 144”)) of such Investor who

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agrees to sell or otherwise transfer the Securities only in accordance with this Section 4.8 and who is an accredited investor, or

          (d) they are validly sold pursuant to Rule 144.

     Such Investor further understands that any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms and conditions of Rule 144 and that neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

     4.9. Accredited Investor. Such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act (“Regulation D”). Such Investor is also an “accredited investor” as defined in Section 1.1 of National Instrument 45-106 entitled “Prospectus and Registration Exemptions” under the Canadian Securities Laws.

     4.10. No General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation and is not aware of any public advertisement or general solicitation in respect of the Company or its securities.

     4.11. Brokers and Finders. Such Investor will not have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or any other Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

     4.12. Prohibited Transactions. Other than with respect to the transactions contemplated herein, since the earlier to occur of: (i) the time that such Investor was first contacted by the Placement Agent or any other Person regarding an investment in the Company and (ii) the thirtieth (30^th) day prior to the date hereof, neither such Investor nor any Affiliate of such Investor that (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading decisions (collectively, “Trading Affiliates”) has, directly or indirectly, nor has any Person acting on behalf of, or pursuant to, any understanding with such Investor or Trading Affiliate effected, or agreed to effect, any transactions in the securities of the Company or involving the Company’s securities.

     4.13. Residency. Such Investor is a resident of, or if not an individual, has its head office located in, the jurisdiction set forth in on such Investor’s signature page hereto, which address is the Investor’s residence or principal place of business, and such address was not obtained or used solely for the purpose of acquiring the Units.

     4.14. Reliance on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of

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United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein and in its questionnaire in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities. All of the information that such Investor has provided to the Company is true, correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to the Closing, such Investor will immediately provide the Company with such information. Such Investor will indemnify and hold the Company, its affiliates, and representatives, harmless from and against any and all loss, liability, cost, damage, expense (including attorney’s fees and expenses) and claims arising out of, in connection with or resulting from (i) the sale or distribution of the Securities by such Investor in violation of any applicable law, rule or regulation and/or (ii) any misrepresentation by such Investor or any breach of any warranties herein or in such Investor’s questionnaire or any covenants or agreements set forth herein. Notwithstanding the provisions of this paragraph, no Investor shall be required to indemnify any Person pursuant to this paragraph in an amount in excess of the amount of the aggregate Purchase Price paid by such Investor pursuant to the Offering.

     4.15. Control Person. Such Investor is not a “control person” of the Company as defined in the Securities Act (Ontario), will not become a “control person” by virtue of the purchase of any of the Units and does not intend to act in concert with any other Person to form a control group of the Company.

     4.16. No Representation. Other than in connection with the redemption of the Notes, no person has made to such Investor any written or oral representations: (i) that any Person will resell or repurchase any of the Securities; (ii) that any Person will refund the Purchase Price; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on a stock exchange.

     4.17. International Investors. If such Investor is resident outside the United States, such Investor: (a) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which such Investor is resident (the “International Jurisdiction”) which would apply to the acquisition of the Units; (b) is purchasing the Units pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, such Investor is permitted to purchase the Units under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; (c) such Investor confirms that the subscription by such Investor does not contravene any applicable securities laws of the Authorities in the International Jurisdiction and does not require the Company to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Units; and (d) such Investor confirms that the purchase of the Units by such Investor does not trigger: an obligation by the Company or any other Person to prepare and file a registration statement, prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or continuous disclosure reporting obligations of the Company in

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the International Jurisdiction; and such Investor will, if requested by the Company comply with such other requirements as the Company may reasonably require.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company hereby represents and warrants to each Investor as of the date hereof and as of the Closing Date applicable to such Investor’s purchase of any Units hereunder that, except as set forth or disclosed in the SEC Reports, the Memorandum or the corresponding Schedule of the Disclosure Schedule that is delivered to the Investor Representative or is attached hereto and made a part hereof:

     5.1. Subsidiaries. A true and correct structure chart of the Company and its wholly owned and consolidated Subsidiaries is included as Schedule 5.1 to the Disclosure Schedules. Except as disclosed on Schedule 5.1 to the Disclosure Schedules or in the Memorandum, the Company owns, directly or indirectly, all of the capital stock of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of pre-emptive and similar rights. The sole purpose of Bong Mieu Holdings Ltd. (“BM Thai HoldCo”), a Thai corporation, is to hold the equity interests of Bong Mieu Gold Mining Company Limited, a Vietnamese company, and BM Thai HoldCo conducts no other business, holds no other assets or is not liable for any Indebtedness or other liabilities.

     5.2. Organization and Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect.

     5.3. Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into the Transaction Documents to which it is a party, to consummate the transactions contemplated thereby to be consummated by it and otherwise to carry out its obligations thereunder. The execution and delivery by the Company of each of the Transaction Documents which it is a party and the consummation by it of the transactions contemplated thereby to be consummated by it have been duly authorized by all necessary action on the part of the Company, and no further action is required by the Company in connection therewith. Each Transaction Document to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting

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enforcement of creditors’ rights generally; and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

     5.4. No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated thereby to be consummated by it do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected; or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.

     5.5. Filings, Consents and Approvals. Neither Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of any of the Transaction Documents to which the Company is a party, other than (a) the application(s) to each Trading Market for the listing of the Warrant Shares for trading thereon in the time and manner required thereby and applicable Blue Sky filings, (b) such as have already been obtained or such exemptive filings as are required to be made under applicable securities laws, and (c) such other filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws that the Company undertakes to file within the applicable time periods. Subject to the truth, completeness and accuracy of the representations and warranties of each Investor set forth in Sections 3 and 4 hereof and in its questionnaire, the Company has taken all action necessary to exempt: (i) the issuance and sale of the Securities; (ii) the issuance of the Warrant Shares upon due exercise of the Warrants; and (iii) the other transactions contemplated by the Transaction Documents to which the Company is a party from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Articles of Incorporation or Bylaws that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents to which the Company is a party. Without limiting the generality of the foregoing, subject to the truth, completeness and accuracy of the representations and warranties of each Investor set forth in Sections 3 and 4 hereof and in its questionnaire, the Units are being offered and sold without registration under the Securities Act or applicable Canadian securities regulations in a private

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placement that is exempt from the registration provisions of the Securities Act and such Canadian securities regulations.

     5.6. Issuance of the Securities. The Notes are (or will be) duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly created, free and clear of all Liens. The Warrants have been duly and validly authorized. Upon the due exercise of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable and free and clear of all Liens. The Company has reserved (or will reserve) from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.

     5.7. Security Documents. The Security Documents, when executed and delivered by the Company in connection with the sale of the Units, will create in favor of the Collateral Agent for the benefit of itself and the Investors, valid and enforceable security interests in and liens on the right, title and interest of the Company in its Collateral described therein, and upon the taking of such actions as are further described in the Security Documents, the security interests in and liens on the rights, title and interest of the Company in its Collateral described therein will be perfected to the extent a security interest therein can be perfected by the taking of such actions.

     5.8. Capitalization and Ranking. Schedule 5.8 to the Disclosure Schedules sets forth as of the date hereof: (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, non-assessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. No Person has any right of first refusal, pre-emptive right, right of participation or any similar right to participate in the transactions contemplated by this Agreement, the Notes or the Warrants. Except as described on Schedule 5.8 to the Disclosure Schedules, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock, other than in connection with the Company’s stock option plan. The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors and the Placement Agent) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as described on Schedule 5.8 to the Disclosure Schedules, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 5.8 to the Disclosure Schedules, no Person has the right to require the Company to register any

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securities of the Company under the Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person.

     5.9. SEC Reports; Financial Statements. The Company has filed all reports and registration statements required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Reports” and, together with the Disclosure Schedules to this Agreement and the Memorandum, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in Canada applied on a consistent basis during the periods involved (“Canadian GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by Canadian GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

     5.10. Material Changes. Except as disclosed in the Memorandum, the SEC Reports or Schedule 5.10 to the Disclosure Schedules, since the date of the latest audited financial statements included in the SEC Reports, the Company and its Subsidiaries have not done any of the following (other than with respect to the matters referred to in clause (a) or (j) below) that, if it had occurred (and, if applicable, continued) prior to the date of the most recent SEC Report, would have been required to be disclosed in such SEC Report and that has had or is reasonably anticipated to have a Material Adverse Effect:

          (a) suffered any Material Adverse Change;

          (b) suffered any damage, destruction or loss, whether or not covered by insurance, in an amount in excess of CAD $200,000;

          (c) granted or agreed to make any increase in the compensation payable or to become payable by the Company or any of its Subsidiaries to any officer or employee, except for normal raises for non-executive personnel made in the ordinary course of business that are usual and normal in amount;

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          (d) declared, set aside or paid any dividend or made any other distribution on or in respect of the shares of capital stock of the Company or any of its Subsidiaries, or declared or agreed to any direct or indirect redemption, retirement, purchase or other acquisition by the Company or any of its Subsidiaries of such shares;

          (e) issued any shares of capital stock of the Company or any of its Subsidiaries, or any warrants, rights or options thereof, or entered into any commitment relating to the shares of capital stock of the Company or any of its Subsidiaries, other than pursuant to or as contemplated by any of the Transaction Documents or any engagement or similar agreement with the Placement Agent;

          (f) adopted or proposed the adoption of any change in the Company’s Certificate of Incorporation or Bylaws or similar constituent instruments;

          (g) made any change in the accounting methods or practices they follow, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein, or any tax election;

          (h) sold, leased, abandoned or otherwise disposed of any real property or any machinery, equipment or other operating property other than in the ordinary course of their business;

          (i) sold, assigned, transferred, licensed or otherwise disposed of any of the Company’s Intellectual Property or interest thereunder or other intangible asset except in the ordinary course of their business;

          (j) been involved in any dispute involving any employee that would reasonably be expected to result in a Material Adverse Change;

          (k) entered into, terminated or modified any employment, severance, termination or similar agreement or arrangement with, or granted any bonuses (or bonus opportunity) to, or otherwise increased the compensation of any executive officer;

          (l) entered into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure), other than pursuant to or as contemplated by any of the Transaction Documents or any engagement or similar agreement with the Placement Agent;

          (m) amended or modified, or waived any default under, any Material Contract (as defined below);

          (n) to the Company’s knowledge, incurred any material liabilities, contingent or otherwise, either matured or unmatured (whether or not required to be reflected in financial statements in accordance with Canadian GAAP, and whether due or to become due), except for accounts payable or accrued salaries that have been incurred by the Company since the date of the latest audited financial statements included within the SEC Reports, in the ordinary course of its business and consistent with the Company’s past practices;

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          (o) permitted or allowed any of their material property or assets to be subjected to any material Lien (other than Liens created pursuant to or as contemplated by any of the Transaction Documents);

          (p) settled any claim, litigation or action, whether now pending or hereafter made or brought;

          (q) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of CAD $200,000 or in the aggregate, in excess of CAD $500,000;

          (r) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of their Affiliates, officers, directors or stockholders or, to the Company’s knowledge, any Affiliate or associate of any of the foregoing;

          (s) made any amendment to, or terminated any agreement that, if not so amended or terminated, would be material to the business, assets, liabilities, operations or financial performance of the Company or any of its Subsidiaries;

          (t) compromised or settled any claims relating to taxes, any tax audit or other tax proceeding, or filed any amended tax returns;

          (u) merged or consolidated with any other Person, or acquired a material amount of assets of any other Person;

          (v) entered into any agreement in contemplation of the transactions specified herein other than this Agreement, the other Transaction Documents and an engagement or similar agreement with the Placement Agent; or

          (w) (other than pursuant to or as contemplated by any of the Transaction Documents or any engagement or similar agreement with the Placement Agent) agreed to take any action described in this Section 5.10 or that would reasonably be expected to otherwise constitute a breach of any of the representations or warranties of the Company contained in this Agreement.

     5.11. Litigation. Except as disclosed in the Memorandum, the SEC Reports or Schedule 5.11 to the Disclosure Schedules, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Company’s knowledge, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) that: (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities; or (ii) would, if there were an unfavourable decision with respect thereto, have or are reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director or officer thereof, is the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s knowledge, there is not pending or

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contemplated, any investigation by the Commission or SEC involving the Company or any current or former director or officer of the Company. Neither the Commission nor the SEC has issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

     5.12. Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) is in violation of any order of any court, arbitrator or Governmental Body; or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business, except in the case of clauses (i), (ii) and (iii) as would not have or reasonably be expected to result in a Material Adverse Effect.

     5.13. Regulatory Permits. Except as disclosed in the SEC Reports or the Memorandum, the Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports and the Memorandum, except where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

     5.14. Title to Assets. Except as disclosed in the SEC Reports or the Memorandum, the Company and the Subsidiaries have good and marketable title to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (a) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (b) Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties and (c) Liens created pursuant to or as contemplated by any of the Transaction Documents. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except where the failure to hold any such lease or to be in compliance therewith would not have or reasonably be expected to result in a Material Adverse Effect.

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     5.15. Contracts.

          (a) Except for the Transaction Documents or any engagement or similar agreement with the Placement Agent or as disclosed in the SEC Reports, the Memorandum or Schedule 5.15(a) to the Disclosure Schedules, neither the Company nor any of its Subsidiaries is party or subject to, or bound by, any of the following, except to the extent that (a) the same have been entered into in the ordinary course of business as gold mining production and exploration company or as a direct or indirect parent of a gold mining production and exploration company, including, without limitation, as required for construction of the Phuoc Son Gold Company Limited processing plant, or (b) the same would not be required to be disclosed in the SEC Reports:

               (i) any agreements, contracts or commitments that call for prospective fixed and/or contingent payments or expenditures by or to the Company or any of its Subsidiaries of more than CAD $200,000 or that are otherwise material and not entered into in the ordinary course of business;

               (ii) any contract, lease or agreement that involves payments in excess of CAD $200,000 and that is not cancellable by the Company or any of its Subsidiaries, as applicable, without penalty on not less than 60 days notice except for: Blasting Service Contract for Bong Mieu 18 August 2009 to 31 December 2014 for US $64,303 pa. Balance to go US $241,136; Ore Hauling Contract for Phuoc Son 1 November 2008 to 31 September 2010 for US $966,891 with 7 months to pay is US $294,271; and Lease and operating costs commitments for Toronto office expires 31 December 2012 with net commitment remaining of CAD $305,507;

               (iii) any contract, including any distribution agreements, containing covenants directly or explicitly limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any Person or to offer any of its products or services;

               (iv) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of money or pledging or granting a security interest in any assets;

               (v) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or any of its Subsidiaries or Persons related to or affiliated with such Persons;

               (vi) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company or any of its Subsidiaries, including, without limitation, any agreement with any stockholder of the Company or any of its Subsidiaries that includes, without limitation, antidilution rights, voting arrangements or operating covenants;

               (vii) any pension, profit sharing, retirement, stock option or stock ownership plans;

               (viii) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries or based on the revenues or profits derived from any material contract;

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               (ix) any acquisition, merger, asset purchase or other similar agreement;

               (x) any sales agreement that entitles any customer to a right of set-off or right to a refund after acceptance thereof;

               (xi) any agreement with any supplier or licensor containing any provision permitting such supplier or licensor to change the price or other terms upon a breach or failure by the Company or any of its Subsidiaries, as applicable, to meet its obligations under such agreement; or

               (xii) any agreement under which the Company or any of its Subsidiaries has granted any Person registration rights for securities.

          (b) The contracts disclosed in Schedule 5.15(a) to the Disclosure Schedules and the material contracts disclosed by the Company in its most recent SEC Reports are herein referred to collectively as the “Material Contracts”. The Company has made available to the Investor Representative copies of the Material Contracts. Neither the Company nor any of its Subsidiaries has entered into any oral contract that, if written, would qualify as a Material Contract. To the Company’s knowledge, each of the Material Contracts represents a valid and binding obligation of, and is in full force and effect against, each party thereto (other than the Company and its Subsidiaries) and is enforceable against each party thereto (other than the Company and its Subsidiaries) in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity) and will continue to be so immediately following the Closing Date.

          (c) Actions with Respect to Material Contracts.

               (i) Neither the Company nor any of its Subsidiaries has violated or breached, or committed any default under, any Material Contract in any material respect, and, to the Company’s knowledge, no other Person has violated or breached, or committed any default under any Material Contract, except for violations, breaches of defaults that would not have a Material Adverse Effect,

               (ii) To the Company’s knowledge, no event has occurred and is continuing, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to: (A) result in a material violation or breach of any of the provisions of any Material Contract; (B) give any Person the right to declare a default or exercise any remedy under any Material Contract; (C) give any Person the right to accelerate the maturity or performance of any Material Contract; or (D) give any Person the right to cancel, terminate or modify any Material Contract, except, in each case, as would not have a Material Adverse Effect.

     5.16. Taxes.

          (a) The Company and its Subsidiaries have timely and properly filed all tax returns required to be filed by them for all years and periods (and portions thereof) for which any

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such tax returns were due, except where the failure to so file would not have a Material Adverse Effect. All such filed tax returns are accurate in all material respects. The Company has timely paid all taxes due and payable (whether or not shown on filed tax returns), except where the failure to so pay would not have a Material Adverse Effect. There are no pending assessments, asserted deficiencies or claims for additional taxes that have not been paid and that would have a Material Adverse Effect. The reserves for taxes, if any, reflected in the SEC Reports or the in the Memorandum were, as of the dates stated, adequate, and there are no Liens for taxes on any property or assets of the Company and any of its Subsidiaries (other than Liens for taxes not yet due and payable or that would not have a Material Adverse Effect). There have been no audits or examinations of any tax returns by any Governmental Body, and the Company or its Subsidiaries have not received any notice that such audit or examination is pending or contemplated. No claim has been made by any Governmental Body in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns that it is or may be subject to taxation by that jurisdiction. To the Company’s knowledge, no state of facts exists or has existed that would constitute grounds for the assessment of any penalty or any further tax liability beyond that shown on the respective tax returns. There are no outstanding agreements or waivers extending the statutory period of limitation for the assessment or collection of any tax.

          (b) Neither the Company nor any of its Subsidiaries is a party to any tax-sharing agreement or similar arrangement with any other Person.

     5.17. Employees and Labor Relations.

          (a) Each individual who performs services for the Company or any of its Subsidiaries has been, and is, properly classified by the Company or its Subsidiaries as an employee or an independent contractor, except where the failure to so classify an individual has not had and is not reasonably anticipated to have a Material Adverse Effect.

          (b) To the Company’s knowledge, no employee or advisor of the Company or any of its Subsidiaries is or is alleged to be in violation of any term of any employment contract, disclosure agreement, proprietary information and inventions agreement or any other contract or agreement or any restrictive covenant or any other common law obligation to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, exclusive of any such violation as has not had and is not reasonably anticipated to have a Material Adverse Effect. There is neither pending nor, to the Company’s knowledge, threatened any actions, suits, proceedings or claims or, to the Company’s knowledge, any basis therefor or threat thereof with respect to any contract, agreement, covenant or obligation referred to in the preceding sentence, exclusive of any of the foregoing that has not had and is not reasonably anticipated to have a Material Adverse Effect.

          (c) No material labor dispute exists or, to the Company’s knowledge, is imminent with respect to any of the employees of the Company that would reasonably be expected to result in a Material Adverse Effect.

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     5.18. Patents and Trademarks. To the Company’s knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with their respective businesses as described in the SEC Reports and the Memorandum and that the failure to so have would have or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person, exclusive of any such violation or infringement as has not had and is not reasonably anticipated to have a Material Adverse Effect. To the Company’s knowledge, all such Intellectual Property Rights are enforceable. The Company and its Subsidiaries have taken reasonable steps to protect the Company’s and its Subsidiaries’ rights in their Intellectual Property Rights and confidential information (the “Confidential Information”). Each employee, consultant and contractor who has had access to Confidential Information that is necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted has executed an agreement to maintain the confidentiality of such Confidential Information and has executed appropriate agreements that are substantially consistent with the Company’s standard forms thereof, except where the failure of any employee, consultant and contractor to execute such an agreement has not had and is not reasonably anticipated to have a Material Adverse Effect. Except under confidentiality obligations, to the Company’s knowledge there has been no material disclosure of any of the Company’s or its Subsidiaries’ Confidential Information to any third party, exclusive of any such disclosure as has not had and is not reasonably anticipated to have a Material Adverse Effect.

     5.19. Environmental Matters. To the Company’s knowledge, neither the Company nor any Subsidiary of the Company is in violation of any statute, rule, regulation, decision or order of any Governmental Body relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s knowledge, threatened investigation that might lead to such a claim.

     5.20. Insurance. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’s knowledge, the Company and its Subsidiary will be able to renew their existing insurance coverage as and when such coverage expires or obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

     5.21. Private Placement. Assuming the truth, accuracy and completeness of the

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Investors’ representations and warranties set forth in Sections 3 and 4 and in their respective questionnaires, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investors as contemplated hereby.

     5.22. No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this Offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company is listed or designated.

     5.23. Brokers and Finders. Other than as described in the Memorandum or as provided in any of the Transaction Documents or the engagement or similar agreement with the Placement Agent, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary of the Company or any Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.

     5.24. No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities; provided, however, that no representation or warranty shall be deemed made hereby with respect to action taken by the Placement Agent or any agent or representative thereof.

     5.25. Disclosures. Neither the Company nor any Person acting on its behalf has provided the Investors or their agents or counsel with any information that constitutes or might constitute material, non-public information, other than the terms of the transactions contemplated hereby; provided, however, that no representation or warranty shall be deemed made hereby with respect to any information that may have been provided by the Placement Agent or any agent or representative thereof. The Memorandum does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading as at the date of such statements.

     5.26. Solvency.

          (a) The Company has not: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally.

          (b) The Company is, and immediately after the final Closing Date will be,

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Solvent. As used herein, the term “Solvent” means, with respect to any Person on a particular date, that on such date: (i) the fair market value of the assets of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person; (ii) the present fair salable value of the assets of such Person is greater than the amount that will be required to pay the probable liabilities of such Person on its debts as they become absolute and matured; (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature; and (iv) such Person does not have unreasonably small capital. “Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

     5.27. Related Party Transactions. Except as set forth in the SEC Reports or the Memorandum: (a) neither the Company nor, to the Company’s knowledge, any of its Affiliates, officers, directors, stockholders or employees (or any Affiliate of any of such Person), has any material interest in any property, real or personal, tangible or intangible, including the Company’s Intellectual Property used in or pertaining to the business of the Company, except for the normal rights of a stockholder or, to the Company’s knowledge, any supplier, distributor or customer of the Company, (b) there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, employees, Affiliates or, to the Company’s knowledge, any Affiliate thereof that are required to be disclosed in the SEC Reports, (c) to the Company’s knowledge, no employee, officer or director of the Company or any of its Subsidiaries has any direct or indirect ownership interest in any firm or corporation that is an Affiliate of the Company or with which the Company has a material business relationship or any firm or corporation that materially competes with the Company; (d) to the Company’s knowledge, no member of the immediate family of any officer or director of the Company is directly or indirectly interested in any Material Contract; or (e) there are no material amounts (whether salary, bonuses or other forms of compensation and whether in cash or stock) owed by the Company to any of its officers, directors and consultants that are required to be disclosed in the SEC Reports.

     5.28. Questionable Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of their respective current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company or any Subsidiary of the Company, has on behalf of the Company or any Subsidiary or in connection with their respective businesses: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of the Company or any Subsidiary of the Company; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

     5.29. PFIC. None of the Company and its Subsidiaries is or intends to become a “passive foreign investment company” within the meaning of Section 1297 of the Code of 1986.

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     5.30. OFAC. None of the Company and its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee, Affiliate or Person acting on behalf of the Company or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Units, or lend, contribute or otherwise make available such proceeds to any of the Company’s Subsidiaries, joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

     5.31. Money Laundering Laws. To the Company’s knowledge, the operations of each of the Company and its Subsidiaries are and have been conducted at all times in compliance with the money laundering Legal Requirements of all applicable Governmental Bodies and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

6. CONDITIONS TO EACH CLOSING OF THE INVESTORS.

     The obligation of the Investors to purchase the Units at any Closing is subject to the fulfillment, to the satisfaction of the Placement Agent, acting reasonably, on or prior to such applicable Closing Date, of the following conditions, any of which may be waived by the Placement Agent:

     6.1. Representations and Warranties. The representations and warranties made by the Company in Section 5 hereof that are qualified as to materiality shall be true and correct when made and on the applicable Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company in Section 5 hereof that are not qualified as to materiality shall be true and correct in all material respects when made and on the applicable Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.

     6.2. Performance of Agreements. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the applicable Closing Date.

     6.3. Approvals. The Company and the Guarantors shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units and the consummation of the other transactions contemplated by the Transaction Documents to be consummated by the Company or the Guarantors, as may be applicable, all of which consents, permits, approvals, registrations and waivers shall be in full force and effect.

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     6.4. Judgments, etc. No judgment, writ, order, injunction, award or decree of or by any court, judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

     6.5. Stop Orders. No stop order or suspension of trading shall have been imposed by the SEC, the TSX, the ASIC or the ASX or any other governmental or regulatory body having jurisdiction over the Company or the market(s) where the Common Stock is listed or quoted, with respect to public trading in the Common Stock.

     6.6. Adverse Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that would have or reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change.

     6.7. Officer Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer or such other senior officer as may be acceptable to the Placement Agent, dated as of the applicable Closing Date, certifying to the fulfillment of the conditions specified in this Section 6.

     6.8. Secretary Certificate. Each of the Company and the Guarantors shall have delivered a Certificate, executed on its behalf by its respective Secretary or such other officer as may be acceptable to the Placement Agent, dated as of the applicable Closing Date, certifying the resolutions adopted by its Board of Directors or other governing body (if any) approving its execution, delivery and performance of Transaction Documents to which it is a party, certifying the current versions of its Articles of Incorporation and Bylaws (or other applicable organic documents) and certifying as to the signatures and authority of persons signing such Transaction Documents and related documents on its behalf. The foregoing certificates shall only be required to be delivered on the first Closing Date, unless any information contained in such certificates has changed.

     6.9. Opinions of Counsel.

          (a) The Investors and the Placement Agent shall have received an opinion from Reed Smith LLP, the Company’s U.S. legal counsel, dated as of each Closing Date, in such form and substance as agreed to by the Company and the Placement Agent (it being agreed that such counsel shall not be required to deliver a “10b-5” or negative assurances letter or opinion).

          (b) The Investors and the Placement Agent shall have received an opinion from Boyle & Co. LLP, the Company’s Canadian legal counsel, dated as of each Closing Date, in such form and substance as agreed to by the Company and the Placement Agent (it being agreed that such counsel shall not be required to deliver a “10b-5” or negative assurances letter or opinion).

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          (c) The Investors and the Placement Agent shall have received a local counsel opinion from O’Neal Webster, the Company’s British Virgin Islands legal counsel, dated as of each Closing Date, in such form and substance as agreed to by the Company and the Placement Agent (it being agreed that such counsel shall not be required to deliver a “10b-5” or negative assurances letter or opinion).

     6.10. Note, Warrants and Other Transaction Documents. The Company shall have delivered the instruments or certificates representing the Notes and Warrants being sold at the applicable Closing, and such of the Company and the Guarantors as is party to any Transaction Document and each other party to such Transaction Document shall have executed and delivered such Transaction Document.

     6.11. TSX Approval. If required by applicable regulation, the TSX shall have approved the Warrant Shares for listing and provided any other requisite approvals in connection with the transactions contemplated hereby.

7. CONDITIONS TO EACH CLOSING OF THE COMPANY.

     The obligations of the Company to effect the transactions contemplated by this Agreement to be effected with any Investor are subject to the fulfillment at or prior to the applicable Closing Date of the conditions listed below.

     7.1. Representations and Warranties. The representations and warranties made by such Investor in Sections 3 and 4 above and in such Investor’s questionnaire shall be true and correct in all material respects when made and at such Closing Date as if made again on and as of such Closing Date.

     7.2. Corporate Proceedings. All corporate and other proceedings required to be undertaken by such Investor in connection with the transactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

     7.3. Agreements. Such Investor shall have completed and executed this Agreement and his, her or its questionnaire substantially in the form annexed hereto as Exhibit E and delivered the same to the Company.

     7.4. Purchase Price. Such Investor shall have delivered or caused to be delivered to the Escrow Account the Purchase Price for the Units being purchased by such Investor.

     7.5. TSX Approval. If required by applicable regulation, the TSX shall have conditionally approved the Warrant Shares for listing and provided any other requisite approvals in connection with the transactions contemplated hereby.

     7.6. Minimum Amount. Subscriptions for the Minimum Amount shall have been provided to and accepted by the Company.

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     7.7. Documentation. The Trust Account Agent and the Investor Representative shall have delivered the Trust Account Agreement and executed and delivered the Gold Agency Agreement.

8. OTHER AGREEMENTS

     8.1. Furnishing of Information. As long as any Investor owns the Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Investor owns Securities, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Investors and make publicly available in accordance with Rule 144(c) such information as is required for the Investors to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such holder to sell such Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

     8.2. Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors, or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market in a manner that would require stockholder approval of the sale of the Securities to the Investors.

     8.3. Securities Laws Disclosure; Publicity. By 9:00 a.m. (New York time) on the Trading Day following the initial Closing Date and each subsequent Closing Date, the Company shall issue a press release disclosing the transactions contemplated hereby that closed on the initial Closing Date or such subsequent Closing Date, as may be applicable. By no later than the fourth Trading Day following the Closing Date the Company will file a Report of Foreign Private Issuer on Form 6-K disclosing the Closing and the material terms of this Agreement and the other Transaction Documents (and attach as exhibits thereto the Transaction Documents). In addition, the Company will make such other filings and notices in the manner and time required by the SEC and the Trading Market on which the Common Stock is listed.

     8.4. Limitation on Issuance of Future Priced Securities. So long as any Securities remain outstanding, the Company shall not issue any “Future Priced Securities” as such term is described by the rules and regulations of FINRA.

     8.5. Listing of Securities. The Company agrees that: (i) if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application the Warrant Shares and will take such other action as is necessary or desirable to cause the Warrant Shares to be listed on such other Trading Market as promptly as possible; and (ii) it will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.

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     8.6. Controls and Procedures. Following the Closing, the Company agrees that it will utilize commercially reasonable efforts to establish and maintain, to the extent required by law, rule or regulation, a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with Canadian GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     8.7. Make Good.

          (a) The Company projects that it will produce at least 60,000 ounces of gold (the “Production Target”) in its fiscal years ending December 31, 2010 and 2011 combined. The Company acknowledges that the Placement Agent and the Investors are making their investment decision and valuation of the Company based in part based upon these projections.

          (b) The Company will notify the Placement Agent in writing, including a certification signed by the Company’s Chief Executive Officer and Chief Financial Officer, within ninety (90) days following the end of its fiscal year ending December 31, 2011 as to whether it has achieved the Production Target. If the Company fails to achieve the Production Target, then (subject to subsection (d) below) the annual interest rate of the Notes shall automatically increase by three (3) additional percentage points, with such increase being applied retroactively beginning on January 15, 2012. If the aforementioned notice or certification will contain any material non-public information, then the delivery of such notice or certification to the Investor Representative will be subject to the Investor Representative executing a non disclosure agreement that is in form and substance reasonably satisfactory to the Company. The Placement Agent acknowledges and agrees that neither the Placement Agent nor any of its Affiliates will make any decision regarding the purchase or sale, or any other dealings in or with, any securities of the Company based in whole or in part on any information that is related to the Company or any of its Subsidiaries and that is provided to the Placement Agent (whether as the placement agent for the Offering or in any other capacity) that is not public information.

          (c) If an Investor transfers such Investor’s Note, then the right of such Investor to receive such increased interest rate under such Note shall transfer along with such Note to the transferee of such Note.

          (d) The increase in the annual interest rate of the Notes pursuant to this Section 8.7 shall not apply if the Company fails to achieve the Production Target due to (i) a taking by eminent domain, requisitions, laws or orders of the Governmental Bodies in which the Company’s mining operations are conducted or (ii) the Company’s failure to obtain, timely or at all, the requisite business licenses necessary to conduct the Company’s mining operations from such Governmental Bodies (provided that the Company has used commercially reasonable efforts to timely obtain such business licenses).

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     8.8. Right of First Refusal.

          (a) From the date hereof until the eighteen (18) month anniversary of the initial Closing Date, the Company will not (except as provided in or contemplated by the Offering), directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ secured gold promissory notes having features similar to the Notes (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 8.8.

          (b) The Company shall deliver to each Investor hereunder a written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the notes being offered (the “Offered Notes”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Notes, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Notes to be issued, sold or exchanged, (y) identify the Persons (if known) to which or with which the Offered Notes are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Investors all of the Offered Notes, allocated among the Investors (a) based on each Investor’s pro rata portion of the total aggregate stated or deemed principal amount of Notes sold hereunder (the “Basic Amount”), and (b) with respect to each Investor that elects to purchase its Basic Amount, any additional portion of the Offered Notes attributable to the Basic Amounts of other Investors as such Investor shall indicate it will purchase or acquire should the other Investors subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until such Investor shall have an opportunity to subscribe for any remaining Undersubscription Amount.

          (c) To accept an Offer, in whole or in part, such Investor must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Investor’s Basic Amount that such Investor elects to purchase and, if such Investor shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Investor elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Investors are less than the total of all of the Basic Amounts, then each Investor who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Investor who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Investor bears to the total Basic Amounts of all Investors that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary.

          (d) The Company shall have twenty (20) Business Days from the expiration of the Offer Period to (i) offer, issue, sell or exchange all or any part of such Offered Notes as to which a Notice of Acceptance has not been given by the Investors (the “Refused Notes”), but

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only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement (as defined below), and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on an appropriate form with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. If no disclosure has been made by the Company by the end of the twenty (20) Business Day period referred to in this subsection (d), the Subsequent Placement shall be deemed to have been abandoned and the Investors shall no longer be deemed to be in possession of any non-public information with respect to the Company and the proposed Subsequent Placement.

          (e) In the event the Company shall propose to sell less than all the Refused Notes (any such sale to be in the manner and on the terms specified in this Section), then each Investor may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Notes specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Notes that such Investor elected to purchase pursuant to Section 8.8(c) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Notes the Company actually proposes to issue, sell or exchange (including Offered Notes to be issued or sold to Investors pursuant to Section 8.8(c) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Notes. In the event that any Investor so elects to reduce the number or amount of Offered Notes specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Notes unless and until such Offered Notes have again been offered to the Investors in accordance with Section 8.8(b) above.

          (f) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Notes, the Investors shall acquire from the Company, and the Company shall issue to the Investors, the number or amount of Offered Notes specified in the Notices of Acceptance, as reduced pursuant to Section 8.8(e) above if the Investors have so elected, upon the terms and conditions specified in the Offer. The purchase by the Investors of any Offered Notes is subject in all cases to the preparation, execution and delivery by the Company and the Investors of a purchase agreement relating to such Offered Notes reasonably satisfactory in form and substance to the Investors and their respective counsel (such agreement, the “Subsequent Placement Agreement”).

          (g) Any Offered Notes not acquired by the Investors or other Persons in accordance with Section 8.8(f) above may not be issued, sold or exchanged until they are again offered to the Investors under the procedures specified in this Agreement.

          (h) In exchange for the Company’s willingness to agree to these procedures, each Investor hereby irrevocably agrees that it will hold in strict confidence any and all Offer Notices, the information contained therein, and the fact that the Company is contemplating a Subsequent Placement, until such time as the Company is obligated to make the disclosures

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required by Section 8.8(d), or unless it notifies the Company in writing that it no longer desires to receive Offer Notices.

          (i) Notwithstanding the foregoing, this Section 8.8 shall not apply in respect of an issuance of promissory notes pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

     8.9. Further Assurances. The Company will, and will cause all of its Subsidiaries to, and their management to, use their best efforts to satisfy all of the closing conditions under Section 7 and will not take any action that could frustrate or delay the satisfaction of such conditions. In addition, either prior to or following the Closing, the Company will, and will cause each of its Subsidiaries to, and its and their management to, perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

     8.10. Company’s Obligations with respect to Gold Deliveries. Each of the Investor Representative, the Investors and the Collateral Agent hereby agrees that the Company’s only obligations with respect to any semi-annual delivery of any Gold Deposits on any Gold Delivery Date (as defined in the Notes) shall be to deliver (in the manner set forth in the definition of Gold Deposits) such Gold Deposits on or before such Gold Delivery Date to the Trust Account at JPMorgan Chase Bank, N.A., London Branch held by the Trust Account Agent for the sole and exclusive benefit of the Investor Representative on behalf of the Investors.

9. MISCELLANEOUS.

     9.1. Compensation of Placement Agent, Brokers, etc. Each Investor acknowledges that it is fully aware that the Placement Agent will receive from the Company, in consideration of its services as placement agent in respect of the offer and sale of the Units contemplated hereby:

          (a) a commission of eight (8) percent of the aggregate Purchase Price of the Units sold at each Closing, payable in cash; and

          (b) a warrant to purchase a number of shares of Common Stock derived by dividing an amount equal to 7% of the initial stated or deemed principal amount of the Notes sold at each Closing by CAD $0.60, which warrant shall otherwise have terms and provisions that are identical to the Warrants.

     It is acknowledged that the Placement Agent may share such fees and compensation with other placement agents or brokers participating in the transactions contemplated hereby. In

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addition, each Investor acknowledges that it is aware that the Placement Agent will receive from the Company payment of all of its accountable fees and expenses, including, but not limited to, all legal fees and expenses incurred in connection with the Offering, up to USD $120,000 in the aggregate.

     9.2. Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.

(a) The Company:

Olympus Pacific Minerals Inc.
Suite 500, 10 King Street East
Toronto, Ontario
M5C 1C3 Canada
Attention: David A. Seton
Chairman and Chief Executive Officer
Fax Number: 416-572-4202

With a copy to:

Reed Smith LLP
599 Lexington Avenue
New York, New York 10022-7650
Attention: Herb F. Kozlov, Esq.
Fax Number: (212) 521-5450

and

Boyle & Co. LLP
25 Adelaide Street East, Suite 1900
Toronto, Ontario MSC 3A1
Canada
Attn: James P. Boyle
Fax Number: (416) 867-8833

(b) The Investors:

To the Investor Representative at its address as
specified in Section 9.2(c) below.

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(c) The Placement Agent/Investor Representative:

Euro Pacific Capital, Inc.
88 Post Road West, 3rd Floor
Westport, CT 06880
Attention: Mr. Thomas Tan
Fax Number: (203) 662-9771

With a copy to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, N.W.
Washington, DC 20037-1122
Attention: Louis A. Bevilacqua, Esq.
Fax Number: (202) 663-8007

(d) The Collateral Agent

Collateral Agents, LLC
122 East 57^th Street, 3^rd Floor
New York, NY 10022
Attention: Robert Schechter, Esq.
Fax Number: (212) 245-9102

     9.3. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor Representative or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought (or, if such party is an Investor, then by the Investor Representative). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

     9.4. Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

     9.5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor Representative. Any Investor may assign any or all of its rights under this Agreement to any Person to whom such Investor assigns or transfers any Units, provided such transferee agrees in writing to be bound, with respect to the transferred Units, by the provisions hereof that apply to the “Investors”.

     9.6. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the

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parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

     9.7. Governing Law, Consent to Jurisdiction, Appointment of Agent for Service of Process, etc.

          (a) This Agreement shall be construed in accordance with and governed by the internal substantive laws of the State of New York applicable to contracts executed and to be wholly performed in such State without giving affect to the conflict of laws provisions thereof that would call for the application of the laws of any other jurisdiction, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

          (b) Each of the parties hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Transaction Document to which it is a party, or for recognition or enforcement of any judgment, and each party hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by law, in such Federal court. Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to any Transaction Document to which it is a party against any other party or its properties in the courts of any jurisdiction.

          (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section 9.7. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

          (d) Each party hereto irrevocably consents, to the fullest extent permitted by applicable law, to service of process in the manner provided for notices in Section 9.2 hereof. Nothing in any Transaction Document will affect the right of any party hereto to serve process in any other manner permitted by law.

          (e) EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT TO WHICH SUCH PARTY IS A

42

PARTY OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          (f) The Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process United Corporate Services, Inc., at its offices currently located at 10 Bank Street, Suite 560, White Plains, New York 10606 (the “Process Agent”), to accept and acknowledge for and on behalf of the Company service of any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. With respect to the Company, such designation and appointment shall be irrevocable until all of the Transaction Documents have terminated or the Obligations have been fully satisfied and discharged. The Company covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. The Company consents to process being served in any suit, action or proceeding by serving a copy thereof upon the Process Agent and to its counsels as provided in Section 9.2. Without prejudice to the foregoing, the Investors, the Investor Representative and the Collateral Agent agree that, to the extent lawful and possible, written notice of said service upon the Process Agent and to its counsels as provided in Section 9.2 shall also be mailed both by registered or certified airmail, postage prepaid, return receipt requested, and by regular first class mail, to the Company, at its address specified in or pursuant to Section 9.2 or to any other address of which the Company shall have given written notice to the Person giving such notice. The Company agrees that such service (i) shall, to the fullest extent permitted by applicable law, be deemed in every respect effective service of process upon itself in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itself. Nothing in this Section shall affect the right of any party hereto to serve process in any manner permitted by law or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     9.8. Survival. The representations, warranties, agreements and covenants contained herein shall survive each Closing contemplated by this Agreement.

     9.9. Indemnification.

          (a) The Company agrees to indemnify and hold harmless (without duplication) each Investor, the Investor Representative and each Investor’s and the Investor Representative’s Affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including, without

43

limitation, reasonable attorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened, and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of any representation, warranty, covenant or agreement made by or to be performed on the part of the Company under this Agreement, the Notes or the Warrants and will reimburse any such Person for all such amounts as they are incurred by such Person.

          (b) Promptly after receipt by any Person (the “Indemnified Person”) of notice of any demand, claim or circumstances that would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to Section 9.9(a), such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure so to notify the Company. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

          (c) The recitation of any rights or remedies under the foregoing provisions of this Section 9.9 shall not be deemed to limit any other rights or remedies that may otherwise be available, at law or in equity, to any Indemnified Person.

     9.10. Restricted Securities.

          (a) All instruments and certificates representing any of the Securities shall bear the restrictive legends specified or provided for in Sections 9.10(b) and 9.10(c) and/or in the Notes and the Warrants only to the extent required by applicable law or by the Notes and the Warrants. The Company warrants that no instruction other than such instructions as referred to in this Section 9.10 or required under applicable law will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent permitted by applicable law and provided by this Agreement.

44

Nothing in this Section 9.10 shall limit in any way any Investor’s obligations and agreement to comply with all applicable securities laws upon resale of any of the Securities, including the Australia Corporations Act 2001. If, in connection with any proposed assignment or other transfer of any of its Securities, an Investor (i) provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of such Securities is not required under the Securities Act or any other applicable laws as a condition to the assignment or other transfer thereof or (ii) transfers such Securities to an affiliate of such Investor that is an accredited investor (in accordance with the provisions of this Agreement) or in compliance with Rule 144, then, in either instance, the Company shall permit the said assignment or other transfer, and if applicable, promptly instruct its transfer agent to issue one or more instruments or certificates in such name and in such denominations as is specified by such Investor.

          (b) Certificates evidencing the Securities will contain a legend in substantially the following form, so long as is required by this Section 9.10 or applicable law:

NEITHER THESE SECURITIES NOR ANY SECURITIES (IF ANY) ISSUABLE UPON THE EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

          (c) The certificates representing the Securities will also contain legends in substantially the forms referred to in Sections 3.11(i) and 3.11(j), to the extent applicable.

          (d) Other than the legends specified in Sections 9.10(b)-(c), except as otherwise required by applicable law, certificates evidencing any Warrant Shares shall not contain any legend: (i) following a sale or transfer of such Warrant Shares pursuant to an effective registration statement; (ii) following a sale or transfer of such Warrant Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company); or (iii) while such Warrant Shares are eligible for sale without volume limitations pursuant to Rule 144. If an Investor shall make a sale or transfer of Warrant Shares either (x) pursuant to and in compliance with Rule 144 or (y) pursuant to a registration statement, and in each case shall have delivered to the Company or the Company’s transfer agent the certificate representing such Warrant Shares

45

that are the subject of such sale or transfer, a representation letter in customary form and an opinion of counsel reasonably acceptable to the Company with respect to the proposed transfer (the date of such sale or transfer and Warrant Shares delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to such Investor a certificate representing such Warrant Shares that is free from all restrictive or other legends, other than the legends set forth in Sections 9.10(b)-(c) or are otherwise required by applicable law, by the third Trading Day following the Share Delivery Date and (2) following such third Trading Day after the Share Delivery Date and prior to the time certificates representing such Warrant Shares are received free from restrictive legends, other than the legends set forth in Sections 9.10(b)-(c) or are otherwise required by applicable law, the Investor or any third party on behalf of such Investor is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock (and purchases such shares) to deliver in satisfaction of a sale by such Investor of such Warrant Shares (a “Buy-In”), then the Company shall pay in cash to the Investor (for costs incurred either directly by such Investor or on behalf of a third party) the amount by which the total purchase price paid for such shares of Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceed the proceeds received by such Investor as a result of the sale to which such Buy-In relates. Such Investor shall provide the Company written notice indicating the amounts payable to such Investor in respect of the Buy-In. Notwithstanding the foregoing, the provisions related to the Buy-In shall only apply if the Investor has delivered the duly completed and executed requisite documentation, satisfactory to the Company and its transfer agent, to effect the removal of the legends specified in Sections 9.10(b)-(c) and/or in the Warrants.

          (e) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to transfer (or to cause or permit its transfer agent to transfer) any Securities in violation of any applicable laws, including the Australian Corporations Act 2001, or to remove any legend from any instrument or certificate evidencing or representing any Securities that is required under any applicable law to placed on such instrument or certificate.

     9.11. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

     9.12. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

     9.13. Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each party hereto will be entitled to specific performance under the Transaction Documents to which it is a party. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any

46

breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

     9.14. Payment Set Aside. To the extent that the Company makes a payment or payments to any Investor pursuant to any Transaction Document or any Investor enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then, to the extent of any such restoration, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

     9.15. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document to which it is (directly or through the Investor Representative) a party are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby or by such Transaction Document.

     9.16. Irrevocable Offer. Each Investor agrees that this Agreement constitutes an irrevocable offer by such Investor to purchase the Securities from the Company and that such Investor cannot cancel, terminate or revoke this Agreement or any agreement of such Investor made hereunder. This Agreement shall survive the death or legal disability of such Investor and shall be binding upon such Investor’s heirs, executors, administrators, successors and assigns.

[Signature Pages Follow]

47

     IN WITNESS WHEREOF, each of the parties hereto has executed this Securities Purchase Agreement, or has caused this Securities Purchase Agreement to be duly executed by its authorized signatory, as of the date first indicated above.

COMPANY: OLYMPUS PACIFIC MINERALS INC.
By:	/s/ J. W. Hamilton
	Name:	James Hamilton
	Title:	Vice President, Investor Relations
Solely with respect to those provisions of this Agreement that expressly obligate the Placement Agent or the Investor Representative and with respect to those provisions of this Agreement that, by their terms, apply to all parties to this Agreement: EURO PACIFIC CAPITAL INC., individually, and as the Investor Representative
By:
	Name:
	Title:
Solely with respect to those provisions of this Agreement that expressly obligate the Collateral Agent and with respect to those provisions of this Agreement that, by their terms, apply to all parties to this Agreement: COLLATERAL AGENTS, LLC
By:
	Name:
	Title:

[Signature Page to Securities Purchase Agreement]

     IN WITNESS WHEREOF, each of the parties hereto has executed this Securities Purchase Agreement, or has caused this Securities Purchase Agreement to be duly executed by its authorized signatory, as of the date first indicated above.

COMPANY: OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:
Solely with respect to those provisions of this Agreement that expressly obligate the Placement Agent or the Investor Representative and with respect to those provisions of this Agreement that, by their terms, apply to all parties to this Agreement: EURO PACIFIC CAPITAL INC., individually, and as the Investor Representative
By:	/s/ Gordon McBean
	Name:	Gordon McBean
	Title:	Head of Capital Markets
Solely with respect to those provisions of this Agreement that expressly obligate the Collateral Agent and with respect to those provisions of this Agreement that, by their terms, apply to all parties to this Agreement: COLLATERAL AGENTS, LLC
By:
	Name:
	Title:

[Signature Page to Securities Purchase Agreement]

     IN WITNESS WHEREOF, each of the parties hereto has executed this Securities Purchase Agreement, or has caused this Securities Purchase Agreement to be duly executed by its authorized signatory, as of the date first indicated above.

COMPANY: OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:
Solely with respect to those provisions of this Agreement that expressly obligate the Placement Agent or the Investor Representative and with respect to those provisions of this Agreement that, by their terms, apply to all parties to this Agreement: EURO PACIFIC CAPITAL INC., individually, and as the Investor Representative
By:
	Name:
	Title:
Solely with respect to those provisions of this Agreement that expressly obligate the Collateral Agent and with respect to those provisions of this Agreement that, by their terms, apply to all parties to this Agreement: COLLATERAL AGENTS, LLC
By:	/s/ Robert Schechter
	Name:	Robert Schechter
	Title:	CEO

[Signature Page to Securities Purchase Agreement]

INVESTORS:

The Investors executing the Counterpart Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.  

[Signature Page to Securities Purchase Agreement]

Annex A

Securities Purchase Agreement
Investor Counterpart Signature Page

     The undersigned, desiring to: (i) enter into this Securities Purchase Agreement, dated as of June 18, 2010 (the “Agreement”), between the undersigned, Olympus Pacific Minerals Inc., a Canadian corporation (the “Company”), and the other parties thereto, in form furnished to the undersigned; and (ii) purchase the securities of the Company appearing below, hereby agrees to purchase such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.

IN WITNESS WHEREOF, the undersigned has executed the Agreement as of June 18, 2010.

Name and Residential or Head Office Address, Fax No. and Social Security No./EIN of Investor: Fax No.: Soc. Sec. No./EIN: If a partnership, corporation, trust or other business entity:
By:
	Name:
	Title:
If an individual: Signature Number of Units Purchased:                                   Purchase Price: US $

[Signature Page to Securities Purchase Agreement]

List of Investors
(all amounts in USD)

Investor	Units		Investment		Warrant Shares
1992 MATHRE FAMILY TRUST UAD 01/28/92		9	$	90,000		31,230
ABDOLHOSAYN TASLIMI SHIDAN TASLIMI JT TEN		6	$	60,000		20,820
ADRIAN ETESSAMI		12	$	120,000		41,640
ALLEN B MONS		14	$	140,000		48,580
ALLEN GWYNN CHEVROLET		15	$	150,000		52,050
AM-PER ENTERPRISES INC.		10	$	100,000		34,700
ANDRES KEICHIAN		9	$	90,000		31,230
ANDREW GARNOCK		5	$	50,000		17,350
ANTHONY JAMES JOHNSON		12	$	120,000		41,640
ART KLEPPEN KIMBERLY KLEPPEN JT TEN		10	$	100,000		34,700
ASCHENBRENNER LIVING TRUST UAD 01/27/83		10	$	100,000		34,700
BARBARA SEIDEL		5	$	50,000		17,350
BENJAMIN R EARL JONEE D EARL JT TEN		10	$	100,000		34,700
BERT HUNTSINGER		6	$	60,000		20,820
BRADBURY REVOCABLE TRUST UAD 12/28/93		40	$	400,000		138,800
BRENT PAULGER SHARISSA PAULGER JT TEN		12	$	120,000		41,640
BRIAN S BEHAN		10	$	100,000		34,700
BRUCE WALKER RAVENEL III		100	$	1,000,000		347,000
BRUCE WAPEN		10	$	100,000		34,700
BRUNZLICK MEDICAL SERVICES INC.		5	$	50,000		17,350
BUCKTHORN LLC		12	$	120,000		41,640
BYPASS TRUST “B” OF RESTATEMENT TO NILSSON FAM TRST UAD 10/31/06		29	$	290,000		100,630
CALVIN HOLT CINZIA DRAGONI JT TEN		6	$	60,000		20,820
CARLO LATTINELLI		5	$	50,000		17,350
CARLOS ALFONSO MERINO REV LIVING TRUST UAD 12/04/96		12	$	120,000		41,640
CAROL IMBT COOPER		25	$	250,000		86,750
CAROLYN R LONG		15	$	150,000		52,050
CATHIS FAMILY REV LIVING TRUST UAD 5/8/1998 UAD 05/08/93		10	$	100,000		34,700
CENTER FOR PHYSICAL HEALTH 401K PROFIT SHARING PLAN		5	$	50,000		17,350
CHARLES BRABENAC		7	$	70,000		24,290
CHRISTIANNA SEIDEL SEPARATE PROPERTY TRUST UAD 11/05/99		5	$	50,000		17,350
CLEARPATH LLC		5	$	50,000		17,350
CONNELLY JOHNSON SMITH FAMILY TRUST UAD 04/02/09		5	$	50,000		17,350
DARREL LEE KLOECKNER		5	$	50,000		17,350
DAVID ALAN SCULLY		24	$	240,000		83,280
DAVID M CARVER		17	$	170,000		58,990
DAVID W LARSON JENNIFER L LARSON JT TEN		70	$	700,000		242,900
DEBORAH D. FOREMAN TRUST		20	$	200,000		69,400
DEBORAH GREEN GEORGE MADARAZ COMM PROP WROS		5	$	50,000		17,350
DENISE D FOULKES		10	$	100,000		34,700
DENNIS AND MARY TRINE FAMILY TRUST UAD 09/20/06		15	$	150,000		52,050
DENNIS D FRENCH LIMITED		10	$	100,000		34,700
DIANE SPOLUM		10	$	100,000		34,700
DIPAOLO WORTHINGTON FAMILY TRUST DTD 1/31/2008 UAD 01/31/08		5	$	50,000		17,350
DONALD SHOFF		8	$	80,000		27,760
ELMIRA GADOL		5	$	50,000		17,350
FORD C BARTON SUSAN B BARTON JT TEN		8	$	80,000		27,760
FRIED FAMILY TRUST DTD 7/25/91 UAD 07/25/91		8	$	80,000		27,760
FURBER FAMILY TRUST A RESTATED UAD 01/18/07		10	$	100,000		34,700
GERARD SURERUS		5	$	50,000		17,350
GIVENS LIVING TRUST UAD 04/10/97		5	$	50,000		17,350
GREG JABIN MARGARET ROSE JT TEN		5	$	50,000		17,350
GROFF LIVING TRUST UAD 06/05/08		5	$	50,000		17,350
H KATHURIA INVESTMENTS II PENSION PLAN & TRST		5	$	50,000		17,350
H WIMMERSBERGER EXEMPT EQUIV TRUST		5	$	50,000		17,350
HCR INVESTMENTS INC.		30	$	300,000		104,100
HEIDI W KIENE KEVIN KIENE JT TEN		15	$	150,000		52,050
HELEN HUNTER KATHRYN HACKER JT TEN		6	$	60,000		20,820

1 of 4

List of Investors
(all amounts in USD)

Investor	Units		Investment		Warrant Shares
HELEN M. ERSKINE TRUST UAD 03/02/04		5	$	50,000		17,350
HEMANT KATHURIA		5	$	50,000		17,350
HENRY LOUIS SCHAIRER JR		5	$	50,000		17,350
HENRY R. WIMMERSBERGER FAMILY PARTNERS, LTD		5	$	50,000		17,350
HERSCHEL HUNTER TRUST UAD 11/30/88		5	$	50,000		17,350
HOKE LIVING TRUST UAD 04/19/02		12	$	120,000		41,640
ILONA URBAN BLAKELEY PAUL DAVID BLAKELEY JT TEN		13	$	130,000		45,110
INNES BRISBIN LIVING TRUST UAD 06/08/04		11	$	110,000		38,170
INTEGRITY FUNDS LP		20	$	200,000		69,400
INWOOD HOLDINSGS LP		6	$	60,000		20,820
JAKBEK LTD		7	$	70,000		24,290
JAMES BUCKNER		85	$	850,000		294,950
JAMES R BARNES SHARON A BARNES JT TEN		5	$	50,000		17,350
JAMES V. BACON TRUST DTD 09/14/1995 UAD 03/26/09		25	$	250,000		86,750
JASON L RAWLINGS LEANNE K RAWLINGS JT TEN		5	$	50,000		17,350
JEAN A DAVIDS-OSTERHAUS REVOCABLE TRUST UAD 10/03/07		5	$	50,000		17,350
JELINDO A TIBERTI II AND SANDRA LEE MELVIN TIBERTI UAD 05/10/95		10	$	100,000		34,700
JERRY F MCWILLIAMS		8	$	80,000		27,760
JIM ROBERT PUGH		8	$	80,000		27,760
JMC FAMILY INVESTMENTS INC		10	$	100,000		34,700
JOHN HUNDALE LAWRENCE III		10	$	100,000		34,700
JOHN MICHAEL CHEEZEM		5	$	50,000		17,350
JOHN RUSSELL RIEDMUELLER NICOLE CAMERON RIEDMUELLER TEN COM		5	$	50,000		17,350
JOHN WINANS HUTCHISON		5	$	50,000		17,350
JON MARVIN STOKES CHRISTINA WOJCICKI STOKES JT TEN		5	$	50,000		17,350
JON MURRAY KARKOW		10	$	100,000		34,700
JONATHAN BLAIR HENSLEIGH		15	$	150,000		52,050
JONATHAN EDWARDS VIRGINIA C ADAMS JT TEN		5	$	50,000		17,350
JOSEPH MCCARTHY MIKI MCCARTHY COMM PROP WROS TOD DTD 12/09/2008		5	$	50,000		17,350
JOSH D BRADBURY IRREVOCABLE TRUS UAD 10/16/98		20	$	200,000		69,400
JOSH D BRADBURY JR IRREVOCABLE TRUST UAD 05/01/01		40	$	400,000		138,800
KADOWAKI FAMILY TRUST UAD 6/24/09		5	$	50,000		17,350
KARGES REVOCABLE INTERVIVOS TRUST UAD 04/29/85		5	$	50,000		17,350
KENNETH H NASS LIVING TRUSTR UAD 05/16/05		9	$	90,000		31,230
KEVIN MOORE		10	$	100,000		34,700
KEVIN P O’NEILL SUZANNE ODELL ONEILL JT TEN		5	$	50,000		17,350
KK SWOGGER ASSET MANAGEMENT		12	$	120,000		41,640
KURTZ-WALSH FAMILY TRUST UAD 05/24/01		5	$	50,000		17,350
LAWRENCE ALLEN GLENN TRUST DATED 06/18/2002 UAD 06/18/02		20	$	200,000		69,400
LAYNE YOSHIDA		5	$	50,000		17,350
LEONARD SCUDERI CAROLYN VARGAS JT TEN		5	$	50,000		17,350
LINDA KRUG LESLIE BEIERS JT TEN		6	$	60,000		20,820
LYNN HAVLIK		5	$	50,000		17,350
LYNN ROLLINS STULL TRUST UAD 08/01/08		5	$	50,000		17,350
MARC BIENSTOCK JENNY I BIENSTOCK JT TEN		5	$	50,000		17,350
MARK & KATHERINE MITCHELL FAMILY TRUST UAD 11/07/90		8	$	80,000		27,760
MARK DUGGER		10	$	100,000		34,700
MARK E SMEAD REVOCABLE LIVING TRUST UAD 11/17/95		10	$	700,000		242,900
MARK R MITCHELL M.D. A MEDICAL CORPORATION		8	$	80,000		27,760
MARY NEIBERG		15	$	150,000		52,050
MATHEW HAYDEN		10	$	100,000		34,700
MEHRAN M TASLIMI		30	$	300,000		104,100
MICHAEL ANTHONY D’ANNUNZIO KIM D’ANNUNZIO JT TEN		14	$	140,000		48,580
MICHAEL HOWES KIMBERLY HOWES COMM PROP WROS		8	$	80,000		27,760
MICHAEL J HANRATTY LYNSAY F HANRATTY TEN ENT		8	$	80,000		27,760
MICHAEL LEE HUMPHREY JANE ELIZABETH ROWE JT TEN		5	$	50,000		17,350
MICHAEL LOURIS		8	$	80,000		27,760
MICHAEL SCULLY		10	$	100,000		34,700

2 of 4

List of Investors
(all amounts in USD)

Investor	Units		Investment		Warrant Shares
MITCHELL MARTIN DEBORAH MARTIN TEN ENT		5	$	50,000		17,350
NORMAN E. APPERSON AND PAMELA MC EACHERN UAD 07/22/96		8	$	80,000		27,760
NORTHERN STAR GROWTH TRUST DTD 10/20/1998 UAD 10/20/98		5	$	50,000		17,350
PATRICK ROBERT DUROCHER AMY LYNNE DUROCHER COMM PROP		5	$	50,000		17,350
PAUL EHRMAN & MICHELLE EHRMAN JTWROS		5	$	50,000		17,350
PAUL FOSSE		5	$	50,000		17,350
PAUL H FREIBERG DIANE FREIBERG JT TEN		10	$	100,000		34,700
PAUL KIERNAN		5	$	50,000		17,350
PAUL P ULRICH DEBORAH A DEAN JT TEN		6	$	60,000		20,820
PAUL SLOMINSKI DONNA SLOMINSKI JT TEN		7	$	70,000		24,290
PETER ARGUIMBAU		5	$	50,000		17,350
PETER D SCHIFF		25	$	250,000		86,750
POINT AUXCHENES, LLC		10	$	100,000		34,700
POM INVESTMENTS LLC		12	$	120,000		41,640
PRASAD REALTY CORPORATION		10	$	100,000		34,700
QMI FERTILIZER & GRAIN INC		5	$	50,000		17,350
RALPH EDSON SANDRA EDSON JT TEN		6	$	60,000		20,820
RANDEE DAY TOD DTD 05/29/2009		5	$	50,000		17,350
REISNER MILLENNIUM INVESTMENTS LLC		5	$	50,000		17,350
REVOCABLE LIVING TRUST OF ROGER T. DAUN AND LILY T UAD 06/29/95		5	$	50,000		17,350
RICHARD D HELPPIE JR TRUST UAD 04/02/92		8	$	80,000		27,760
RICHARD E BENAMY		5	$	50,000		17,350
RICHARD P ANTHONY III KIMBERLY J ANTHONY JT TEN		5	$	50,000		17,350
RICHARD POTAPCHUK		25	$	250,000		86,750
RICKY A MULLER CHRISTINE M MULLER JT TEN		5	$	50,000		17,350
ROBERT C SAYSON ALICE K SAYSON JT TEN		60	$	600,000		208,200
ROBERT E CATHRO TRUST		10	$	100,000		34,700
ROBERT JOSEPH BENZ DENISE RENEE BENZ JT TEN		5	$	50,000		17,350
ROBERT L BISHOP TOD DTD 11/13/2007		10	$	100,000		34,700
ROBERT NEAL SPADY LINDA SPADY JT TEN		10	$	100,000		34,700
ROBERT S. CARLSON AND MICHELLE A. CARLSON REV TRUST UAD 03/31/10		6	$	60,000		20,820
ROBERT SCOTT LAPPORTE		5	$	50,000		17,350
ROBERT T. & MARGARET FOSS REVOCABLE TRUST UAD 03/31/04		5	$	50,000		17,350
ROD MCINTYRE TRUST U A DATED 5/1/01		5	$	50,000		17,350
RONALD BOVASSO LINDA BOVASSO JT TEN		5	$	50,000		17,350
RUHA TASLIMI SHIDAN TASLIMI JT TEN		6	$	60,000		20,820
SANDY HECKMAN WILMA HECKMAN JT TEN		5	$	50,000		17,350
SCHEIN VENTURES LLC		5	$	50,000		17,350
SCOTT R. LENNES REVOCABLE TRUST DTD 06/07/2005 UAD 06/07/05		6	$	60,000		20,820
SEAN E KEENER		10	$	100,000		34,700
SHELBY JORDAN BECKY JORDAN JT TEN		6	$	60,000		20,820
SHIDAN TASLIMI		30	$	300,000		104,100
SPONGBOB VENTURES II LLC		12	$	120,000		41,640
STEPHEN P MCCARRON		5	$	50,000		17,350
STEVEN JAY EPSTEIN		8	$	80,000		27,760
STEVEN PAUL JEDE KIMBERLY JEDE JT TEN		5	$	50,000		17,350
SYED HASNAT AHMED MIRIAN F AHMED JT TEN		6	$	60,000		20,820
T KEALY REVOCABLE TRUST UAD 12/09/08		5	$	50,000		17,350
TAD E & KAREN K SANDERS TRUST UAD 10/07/05		5	$	50,000		17,350
TAMBORELLO TRUST UAD 06/24/98		12	$	120,000		41,640
TERRENCE AND TRUDY ROSE 1979 LIVING TRUST UAD 05/14/79		15	$	150,000		52,050
THE ALEXANDER GALUZ AND YANA GALUZ JT LIVING TST UAD 08/24/05		5	$	50,000		17,350
THE GAYLE M SANDERS FAMILY TRUST REVOCABLE LIVING TR UAD 08/15/02		20	$	200,000		69,400
THE GOLDSCHLAGER FAMILY TRUST UAD 06/24/04		5	$	50,000		17,350
THE MARK A OSTERHAUS REVOCABLE TRUST UAD 10/31/07		5	$	50,000		17,350
THE MARYANN MIGAS REVOCABLE TRUST UAD 10/10/05		7	$	70,000		24,290
THE MEISTER NON-EXEMPT MARITAL TRUST UAD 11/17/83		10	$	100,000		34,700
THE MUNRO REVOCABLE FAMILY TRUST MUNRO UAD 02/15/08		10	$	100,000		34,700

3 of 4

List of Investors
(all amounts in USD)

Investor	Units		Investment		Warrant Shares
THE PARAGON TRUST UAD 08/19/08		12	$	120,000		41,640
THE SUTER FAMILY TRUST UAD 04/12/02		15	$	150,000		52,050
TIMOTHY CARROLL		6	$	60,000		20,820
TIMOTHY G LOWRY III & LAURA N LOWRY JT TEN		8	$	80,000		27,760
TIMOTHY M WEAVER		30	$	300,000		104,100
TIMOTHY R. CRANE TRUST DATED 12/06/2004 UAD 12/06/04		25	$	250,000		86,750
TINA C PETERSON HENDRIKUS M SCHRAVEN JT TEN		20	$	200,000		69,400
TOBIAS ETESSAMI		12	$	120,000		41,640
TONY BIZ JEANNE C LIM-BIZ COMM PROP WROS		8	$	80,000		27,760
UZZI REISS & YAEL REISS JT WROS		10	$	100,000		34,700
VDHF HOLDING CO		50	$	500,000		173,500
VIVEK GHAI		5	$	50,000		17,350
WILLIAM C ARTHUR BY PASS TRUST DATED 10/18/1990 UAD 10/18/90		6	$	60,000		20,820
WILLIAM GORDON MCBEAN		5	$	50,000		17,350
WILLIAM J CYR		5	$	50,000		17,350
WILLIAM T PFLANZE		10	$	100,000		34,700

4 of 4

DISCLOSURE SCHEDULE
TO
SECURITIES PURCHASE AGREEMENT (THE “SECURITIES PURCHASE
AGREEMENT”), DATED AS OF JUNE 18, 2010, BY AND AMONG OLYMPUS
PACIFIC MINERALS INC., COLLATERAL AGENTS, LLC, EURO PACIFIC
CAPITAL, INC. AND CERTAIN OTHER SIGNATORY THERETO AS “INVESTORS”

Capitalized terms that are defined in the Securities Purchase Agreement and that are used
in this Disclosure Schedule are (unless otherwise defined herein) used herein with the
respective meanings ascribed to such terms in the Securities Purchase Agreement.

Schedule 5.1 — Structure Chart of the Company and its Subsidiaries

Schedule 5.8 — Capitalization and Ranking

Schedule 5.10 — Material Changes

Schedule 5.11 — Litigation

Schedule 5.15(a) — Contracts

Schedule 5.1

Structure Chart of the Company and its Subsidiaries

Schedule 5.8

Capitalization and Ranking

Authorized capital of stock of the Company: Unlimited

Number of shares of capital stock issued and outstanding: 323,764,453

Number of shares of capital stock issuable pursuant to the Company’s stock plans: 34,501,988¹

Number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company: 82,466,226

Other than stock options, the following securities are convertible into common shares of the Company: (a) convertible notes on issue: 30,357,118 and (b) warrants on issue: 17,607,130.

In March 2010, the Company obtained certain financing (the “March Financing”) through a private placement of CAD $12,750,000 of its 9% Subordinated Unsecured Convertible Promissory Notes pursuant to and as contemplated by the Securities Purchase Agreement, dated as of March 2010, by and among the Company, Euro Pacific Capital, Inc. and the investors party thereto. The notes issued pursuant to the March Financing are convertible into shares of the Company’s common stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events). The Company has loaned or advanced portions of the net proceeds from the March Financing to one or more of its Subsidiaries (which, in turn, may have loans or advanced funds loaned to it by the Company or to other Subsidiaries of the Company). Based upon such loans or advances, one or more of the Subsidiaries have made capital expenditures or commitment for additions to property, plant or equipment.

Further disclosure note:

Deferred Share Units — In the second quarter 2008, the Company set up a deferred share unit plan for the non-executive members of the Board of Directors. Under this plan, fees are paid as deferred share units (“DSUs”) whose value is based on the market value of the common shares. Under terms of the plan, the DSU plan will be an unfunded and unsecured plan. The deferred share units are paid out in cash upon retirement/resignation. The value of DSU cash payment changes with the fluctuations in the market value of the common shares. Compensation expense for this plan is recorded in the year the payment is earned and changes in the amount of the deferred share unit payments as a result of share price movements are recorded in management fees and salaries in the Consolidated Statements of Operation in the period of change. Total DSUs outstanding as at December 31, 2009 were 712,070 units. 482,760 DSUs were granted during the year ended December 31, 2009. Liabilities related to this plan are recorded in accrued

¹ As of June 14, 2010, the Company has granted 34,501,988 stock options and the TSX has reserved 8,054,328 common shares for listing upon exercise of stock options. The Company is currently in the process of filing with the TSX to increase the reserve by 30,782,098 common shares to 38,836,426 and is awaiting acceptance for the increase of the reserve.

liabilities in the Consolidated Balance Sheet and totalled $203,260 as at December 31, 2009. Compensation expense related to this plan for the year ended December 30, 2009 was $237,598.

Schedule 5.10

Material Changes

Effective from July 1, 2010, the gold sales royalty applying to Phuoc Son Gold Company Limited will be a net smelter royalty of 15%. The Company is awaiting the publishing of the formal government decree.

In March 2010, the Company obtained the March Financing (as defined in Schedule 5.8 hereto) through a private placement of CAD $12,750,000 of its 9% Subordinated Unsecured Convertible Promissory Notes pursuant to and as contemplated by the Securities Purchase Agreement, dated as of March 2010, by and among the Company, Euro Pacific Capital, Inc. and the investors party thereto. The notes issued pursuant to the March Financing are convertible into shares of the Company’s common stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events). The Company has loaned or advanced portions of the net proceeds from the March Financing to one or more of its Subsidiaries (which, in turn, may have loans or advanced funds loaned to it by the Company or to other Subsidiaries of the Company). Based upon such loans or advances, one or more of the Subsidiaries have made capital expenditures or commitment for additions to property, plant or equipment.

With respect to Sections 5.10(q) and (r), see attached disclosures.

See also Schedule 5.15(a).

Schedule 5.11

Litigation

None.

Schedule 5.15(a)

Contracts

as of June 14, 2010

Contracts in Excess of CAD $200,000 & not cancellable by Olympus Pacific Minerals Inc., Bong Mieu Gold Mining Company Limited and Phuoc Son Gold Company Limited within 60 days without penalty:

							Remaining
Contract Type	Description	Company	Start Date	End Date	P.A. Value		Balance		Currency
Standard Contract	Blasting Service Contract	Bong Mieu Gold Mining Company Limited	August 18, 2009	December 31, 2014		64,303		225,060	USD
Standard Contract	Ore Haulage Contract	Phuoc Son Gold Company Limited	November 1, 2008	September 30, 2010		966,891		132,199	USD
Lease	Toronto Office Lease	Olympus Pacific Minerals Inc.		December 31, 2012				292,007	CAD
Standard Contract	PEB Steel Buildings	Phuoc Son Gold Company Limited	June 2, 2010			248,776		248,776	USD

With respect to Sections 5.15(a)(i), (ii) and (iv), in March 2010, the Company obtained the March Financing (as defined in Schedule 5.8 hereto) through a private placement of CAD $12,750,000 of its 9% Subordinated Unsecured Convertible Promissory Notes pursuant to and as contemplated by the Securities Purchase Agreement, dated as of March 2010, by and among the Company, Euro Pacific Capital, Inc. and the investors party thereto. The notes issued pursuant to the March Financing are convertible into shares of the Company’s common stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events). The Company has loaned or advanced portions of the net proceeds from the March Financing to one or more of its Subsidiaries (which, in turn, may have loans or advanced funds loaned to it by the Company or to other Subsidiaries of the Company). Based upon such loans or advances, one or more of the Subsidiaries have made capital expenditures or commitment for additions to property, plant or equipment.

Exhibit A

Form of Note

[attached hereto]

CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD.

U.S. LEGENDS:

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES REPRESENTED BY THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

OLYMPUS PACIFIC MINERALS INC.

8% SENIOR SECURED REDEEMABLE GOLD DELIVERY
PROMISSORY NOTE

USD $                     June 18, 2010

     FOR VALUE RECEIVED, OLYMPUS PACIFIC MINERALS INC., a Canadian corporation (the “Company”), promises to                                          (the “Holder”) to make the Gold Deposits (as defined below) to the Trust Account (as defined below) that has been established at JPMorgan Chase Bank, N.A., London Branch (the “Trust Account”) for the sole and exclusive benefit of the Investor Representative (as defined below) on behalf of the Holder and the other holders of Notes (as defined below) and to make the cash interest payments specified below.

     Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated of even date herewith (the “SPA”), pursuant to which the Holder is acquiring this Note.

     The following is a statement of the rights of the Holder of this Note and the terms and conditions to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

     1. Defined Terms. In addition to the terms defined elsewhere in this Note or in the SPA, for all purposes of this Note, the following terms have the meanings indicated in this Section 1.

     (a) “Assumed Value” for each $10,000 increment of Deemed Principal Amount of this Note is determined by taking the product of (i) the number of Ounces of Gold scheduled to be deposited by the Company into the Trust Account for the benefit of the Holder on each Gold Delivery Date as set forth in the chart in Section 3(b) and (ii) $900 per Ounce.

     (b) “Business Day” means any day on which banks located in New York, New York, United States; Ontario, Canada; Da Nang, Vietnam; Perth, Australia; Mendrisio, Switzerland; or London, England are not required or authorized by law or other governmental action to remain closed.

     (c) “CAD” or “CAD $” means Canadian dollars.

     (d) “Default Rate” means, with respect to any Obligation (including, to the extent permitted by law, interest not paid when due), 4% plus the interest rate otherwise applicable thereto.

     (e) “Deemed Principal Amount” means on the date of the issuance of this Note the USD stated principal amount set forth at the beginning of this Note, and thereafter, as of any determination date, such stated principal amount minus the aggregate Assumed Value of Gold deliveries theretofore made under this Note.

     (f) “Gold” means “good delivery” gold bars as per the standards of The London Bullion Market Association, which gold bars must have gold purity of not less than 0.9995.

     (g) “Gold Delivery Dates” means the six semi-annual dates commencing on November 30, 2010 and thereafter on the last Business Day of each May and December to and including the Maturity Date, which is the final Gold Delivery Date.

     (h) “Gold Price Participation Interest” means the lesser of (i) $300 per Ounce, and (ii) the Reference Gold Price minus $900 per Ounce.

     (i) “Investor Representative” means Euro Pacific Capital, Inc.

     (j) “Maturity Date” means May 31, 2013.

     (k) “Ounce” means a troy ounce, which is equal to 31.1034768 grams.

     (l) “Reference Gold Price” means on any determination date the price established in United States Dollars at the P.M., London time, fix through the London gold fixing procedure by which the price of Gold is determined by the five members of The London Gold Market Fixing Ltd.

2

     (m) “Trust Account” means the trust account maintained at JPMorgan Chase Bank, N.A., London Branch with the Trust Account Agent for the sole and exclusive benefit of the Investor Representative on behalf of the Holder and the other holders of the Notes.

     (n) “Trust Account Agent” means Auramet Trading, LLC.

     (o) “USD,” “USD $,” or “$” means United States Dollars.

     (p) “Vietnamese Project” means either the Bong Mieu Project or Phuoc Son Gold Project in Vietnam.

     2. Series. This Note is one of a series of 8% Senior Secured Redeemable Gold Delivery Promissory Notes of the Company up to a maximum of Twenty One Million, Nine Hundred Sixty Thousand United States Dollars ($21,960,000) (collectively, the “Notes”) as described in the Memorandum.

     3. Gold Deposits.

     (a) Gold Deposits in Lieu of Principal Payments. In order to satisfy the obligations of the Company under this Note, the Company shall make deposits of Gold (the “Gold Deposits”) as specified in Section 3(b) on the Gold Delivery Dates into the Trust Account. The Gold Deposits may be made, at the sole option of the Company, by physical delivery or physical transfer (through a location swap of Gold) to the Trust Account held by the Trust Account Agent for the sole and exclusive benefit of the Investor Representative on behalf of the Holder and the other holders of the Notes.

     (b) Semi-Annual Gold Deposits. The Company shall make Gold Deposits into the Trust Account in the amounts specified in the table below, subject to adjustment as specified in Section 3(c), on each of the six semi-annual Gold Delivery Dates. The delivery of Gold Deposits into the Trust Account fully satisfies the Company’s obligations under this Note to make Gold Deposits on such Gold Delivery Date.

	Ounces of Gold to be
	Deposited into the Trust
	Account for each $10,000
	increment of Deemed Principal
Gold Delivery Date	Amount of this Note
November 30, 2010	1.27504555 Ounces
May 31, 2011	1.27504555 Ounces
November 30, 2011	1.9125683 Ounces
May 31, 2012	1.9125683 Ounces
November 30, 2012	2.3679417 Ounces
May 31, 2013	2.3679417 Ounces

     (c) Adjustment to Gold Deposits. If, but only if, the Reference Gold Price exceeds $900 per Ounce based upon the Reference Gold Price on the Business Day immediately preceding the Gold Delivery Date, then the Gold Deposit for each USD 10,000 increment of

3

Deemed Principal Amount of this Note for such Gold Delivery Date shall be reduced in accordance with the following formula:

Gold Deposit = NOZ - (GPPI * NOZ)/RGP

          Where:

          “NOZ” means the number of Ounces of Gold to be deposited into the Trust Account as set forth in the chart in Section 3(b) (but not subject to adjustment under this Section);

          “GPPI” means the Gold Price Participation Interest; and

          “RGP” means the Reference Gold Price.

The prices of Gold are highly volatile and the Company makes no representation as to what Gold prices will be on any Gold Delivery Date.

     4. Interest. Interest shall accrue on the outstanding Deemed Principal Amount of this Note from the date hereof at the rate of eight percent (8%) per annum, payable semi-annually in cash in arrears by 5:00 p.m. New York time on each Gold Delivery Date to the Investor Representative on behalf of the holders of the Notes at an account located in the U.S. specified by the Investor Representative to the Company in writing at least five Business Days prior to the first interest payment date, in full satisfaction of the Company’s obligations in respect of interest for the applicable interest payment date. The amount of interest shall be calculated as follows: the product of (i) the quotient of the number of days during the interest period and 360, (ii) 8% and (iii) the Deemed Principal Amount as of the immediately preceding Gold Delivery Date. For purposes of clarity, the initial interest payment shall consist of accrued interest from the date of issuance of the Note through November 30, 2010 and the Note will cease accruing interest on the earlier of (i) the Maturity Date or (ii) if such Note is redeemed in accordance with Section 9, the date specified in the notice of redemption. All computations of the interest rate hereunder shall be made on the basis of the actual number of days elapsed in each semi-annual period between Gold Delivery Dates. During an Event of Default if the Investor Representative or Required Holders in their discretion so elect, the Obligations shall bear interest at the Default Rate (whether before or after any judgment). Interest accrued at the Default Rate shall be due and payable on demand. The Company acknowledges that the cost and expense to the Investor Representative and the Holders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate the Investor Representative and the Holders for this. In the event that any interest rate provided for herein shall be determined to be unlawful, such interest rate shall be computed at the highest rate permitted by applicable law. Any payment by the Company of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to reduce the Gold Delivery obligations of the Company hereunder.

     5. Security. This Note is one of the Notes referred to in the SPA. The Note and the Obligations are secured by certain assets of the Company and the Guarantors pursuant to the Security Documents and are entitled to the benefits therein.

4

     6. Events of Default. In the event that any of the following (each, an “Event of Default”) shall occur:

     (a) Failure to Make Gold Deposit; Non-Payment; Payment Obligations. The Company shall default in depositing the required amount of Gold by physical delivery or physical transfer (through a location swap of Gold) to the Trust Account on or before any Gold Delivery Date as set forth in Section 3 hereof or in the payment in cash of accrued interest on, or the Company or any Guarantor shall fail to pay any Obligation when due (whether at stated maturity, on demand, upon acceleration or otherwise); or

     (b) Default in Covenants. The Company or any Guarantor shall default in any material manner in the observance or performance of the affirmative or negative covenants or agreements on its part to be observed or performed set forth in the SPA, this Note or any other Transaction Document; or

     (c) Breach of Representations and Warranties. Either the Company or any Guarantor breaches in any material respect any representation or warranty contained in any Transaction Document to which it is a party; or

     (d) Repudiation or Termination. A Guarantor in writing repudiates, revokes or attempts to revoke the Subsidiary Guaranty; the Company or a Guarantor in writing denies or contests the perfection or priority of any Lien granted under the Security Documents; or the Company or any Guarantor in writing contests the validity or enforceability of any Transaction Document; or

     (e) Exchange Act or Exchange Requirements. Any termination of registration or suspension of the Company’s reporting obligations under the Exchange Act or suspension from trading on the TSX (it being agreed that the delisting of the Common Stock from any national exchange in the United States shall not be an Event of Default if the Common Stock is, within ten (10) Business Days of the effective date of such delisting, quoted on the OTCBB or the OTC QX)), or the Company’s failure to file reports with the SEC on a timely basis as required by the Exchange Act; or

     (f) Judgments. Any final, non-appealable judgment, decree or order for the payment of money is entered against any of the Company or its Subsidiaries in an amount equal to CAD $1,000,000 or more by a court having jurisdiction and the same remains unsatisfied or unbonded for more than twenty (20) days; or

     (g) Illegality. Any court of competent jurisdiction issues a final, non-appealable judgment, decree or order declaring the Notes to be illegal or the Liens and security interests created on the Collateral (except with respect to any such judgment by a Vietnamese court with respect to the Collateral pledged under the Note Pledge Agreement) to be invalid, unenforceable or illegal; or

     (h) Cross Default. There occurs with respect to any agreement, indenture or instrument under which the Company has Indebtedness of the Company or its Subsidiaries having a value of CAD $1,000,000 or more in the aggregate: (i) a default with respect to any payment obligation thereunder that then entitles the holder thereof to declare such Indebtedness

5

to be due and payable prior to its stated maturity, or (ii) any other default thereunder that entitles, and has caused, the holder thereof to declare such Indebtedness to be due and payable prior to its stated maturity; and in both cases such default continues after the applicable grace period, if any, specified in the agreement, indenture or instrument relating to such Indebtedness; or

     (i) Bankruptcy. The Company or any Guarantor thereof shall: (i) admit in writing its inability to pay its debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian or any of their respective property, or make a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian or for any part of their respective property or assets; or (iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding and, if such case or proceeding is not commenced by any such Person or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief;

then, and so long as such Event of Default is continuing for a period of two (2) Business Days in the case of Section 6(a) or, a period of five (5) Business Days in the case of Sections 6(d), 6(f), 6(g) or 6(h), or for a period of thirty (30) calendar days in the case of events under Sections 6(b), 6(c), or 6(e) (and the event which would constitute such Event of Default, if curable, has not been cured), after written notice of such Event of Default is received by the Company from the Investor Representative, the Deemed Principal Amount under this Note and all accrued and unpaid interest thereon shall be immediately due and payable in cash without presentment, demand, protest or any other action of the Holder of any kind, all of which are hereby expressly waived. In addition, the Required Holders may direct the Investor Representative or Collateral Agent, as appropriate, to exercise any other remedies the Holders, Investor Representative, but solely as an agent for the Investors, or the Collateral Agent, but solely as an agent for the Investors, may have at law or in equity. If an Event of Default specified in Section 6(h) above occurs, the aggregate outstanding Deemed Principal Amount of, and accrued interest on, all the Notes shall automatically, and without any declaration or other action on the part of the Investor Representative or the Required Holders, become immediately due and payable. If an Event of Default has occurred and is continuing, interest shall accrue on the outstanding Deemed Principal Amount at a rate equal to the Default Rate from the date of such Event of Default until the date the unpaid Deemed Principal Amount hereof is paid in full.

     7. Affirmative Covenants of the Company. The Company hereby agrees that, so long as the Note remains outstanding and unpaid, or any other amount is owing to the Holder hereunder, the Company shall, and shall cause any Guarantor to:

     (a) Corporate Existence and Qualification. Take the necessary steps to preserve their existence and right to conduct business in all jurisdictions in which the nature of their business requires qualification to do business, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect; provided, however, BM Thai HoldCo may merge with or liquidate into Formwell pursuant to an internal restructuring;

6

     (b) Books of Account. Keep their books of account in accordance with good accounting practices;

     (c) Insurance. Maintain insurance with responsible and reputable insurance companies or associations, as determined by the Company in its sole but reasonable discretion, in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company and the Guarantors operate;

     (d) Compliance with Law. Comply with their respective charter and bylaws or other organizational or governing documents, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon the Company and the Guarantors or any of their respective Properties or to which each of the Company, the Guarantors or any of their respective Properties is subject, except as would not reasonably be expected to have a Material Adverse Effect;

     (e) Taxes. Duly pay and discharge all taxes or other claims, which might become a lien upon any of their respective Properties, except to the extent that any thereof are being in good faith appropriately contested with adequate reserves provided therefor;

     (f) Reservation of Shares. At all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock issuable upon exercise of the Warrants issued under the SPA;

     (g) Use of Proceeds. Use the proceeds of the sale of the Notes and the Warrants solely for the purposes described in the Memorandum;

     (h) Notice of Known Events of Default. The Company shall furnish to the Investor Representative a notice of any occurrence of an Event of Default, and what action the Company is taking or proposes to take with respect thereto, promptly after such Event of Default becomes known to the Company; and

     (i) Further Assurances. The Company shall execute and deliver any and all such further documents and take any and all such other actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Note and to consummate the transactions contemplated herein.

     8. Negative Covenants of the Company. So long as this Note remains outstanding and unpaid the Company will not, nor will it permit any of its Subsidiaries, without the consent of the Investor Representative to:

     (a) Indebtedness for Borrowed Money. Except to the extent set forth on Schedule 8(a) hereto or otherwise permitted pursuant to Sections 8(g), (m) or (n), incur, or permit to exist, any Indebtedness for borrowed money during the period of twelve (12) months beginning on the Closing date (except that this restriction shall not apply to Indebtedness in the form of deferred price payments with respect to North Borneo Gold Sdn Bhd), or in excess of an aggregate amount of CAD $75,000,000 at any time outstanding (including any amendments and restatements thereto or any extensions, renewals or replacements thereof) during the period

7

beginning on the Closing Date and ending on the Maturity Date, except in the ordinary course of the Company’s business;

     (b) Loans; Investments. Lend or advance money, credit or property to or invest in (by capital contribution, loan, purchase or otherwise) any Person in excess of CAD $2,000,000 except: (i) investments in United States, Canadian, Australian or New Zealand Government obligations, certificates of deposit of any banking institution with combined capital and surplus of at least USD $200,000,000 or short-term banking deposits in Vietnam; (ii) accounts receivable arising out of sales in the ordinary course of business; and (iii) intercompany loans, subject in the case of intercompany loans made by the Company to the Guarantors or the Guarantors to the Company to an Intercompany Subordination Agreement between and among the Company and its Subsidiaries;

     (c) Dividends and Distributions. Pay dividends or make any other distribution on shares of the capital stock of the Company other than intercompany dividends, and distributions between and among the Company, its Subsidiaries and the Vietnamese Projects;

     (d) Liens. Except as set forth on Schedule 8(d) hereto, shall not create, assume or permit to exist, any Lien on any Property now owned or hereafter acquired except Liens (i) under the Security Documents; (ii) granted to secure Indebtedness incurred within the limitations of Sections 8(a), 8(g), 8(m) and 8(n) hereof; (iii) incidental to the conduct of its business or the ownership of Property which were not incurred in connection with borrowing money or obtaining advances of credit (other than as permitted in Section 8(d)(ii) and which do not materially impair the use thereof in the operation of business); (iv) for taxes or other governmental charges which are not delinquent or which are being contested in good faith; and (v) that are purchase money liens granted to secure the unpaid purchase price of any assets purchased within the limitations of Section 8(g) hereof;

     (e) Contingent Liabilities. Assume, endorse, be or become liable for or guarantee the obligations of any Person, contingently or otherwise, excluding however, the endorsement of negotiable instruments for deposit or collection in the ordinary course of business or guarantees of the Company made within the limitations of Section 8(a) hereof;

     (f) Sales of Receivables; Sale — Leasebacks. Sell, discount or otherwise dispose of notes, accounts receivable or other obligations owing to the Company, with or without recourse, except for the purpose of collection in the ordinary course of business; or sell any asset pursuant to an arrangement to thereafter lease such asset from the purchaser thereof;

     (g) Capital Expenditures; Capitalized Leases. Expend in the aggregate for the Company and all its Subsidiaries in excess of CAD $100,000,000 in any fiscal year for Capital Expenditures (as defined below). For purposes of the foregoing, Capital Expenditures shall include payments made on account of (i) Capitalized Leases (as defined below), (ii) purchase money Indebtedness, (iii) Indebtedness payable to an equipment manufacturer or supplier or affiliate thereof (including a finance company) incurred in connection with the acquisition of equipment or (iv) any deferred purchase price or any Indebtedness incurred to finance any such purchase price. “Capital Expenditures” shall mean for any period, the aggregate amount of all payments made by any Person directly or indirectly for the purpose of acquiring, constructing or

8

maintaining fixed assets, real property or equipment which, in accordance with generally accepted accounting principles, would be added as a debit to the fixed asset account of such Person, including, without limitation, all amounts paid or payable with respect to Capitalized Lease Obligations and interest which are required to be capitalized in accordance with generally accepted accounting principles. “Capitalized Lease” shall mean any lease under which the obligations to pay rent or other amounts constitute Capitalized Lease Obligations. “Capitalized Lease Obligations” shall mean as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under generally accepted accounting principles and, for purposes of this Note, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with generally accepted accounting principles;

     (h) Nature of Business. Materially alter the nature of the Company’s business or otherwise engage in any business other than the business engaged in or proposed to be engaged in on the date of this Note;

     (i) Stock of Subsidiaries. Sell or otherwise dispose of any Subsidiary related to the Company’s interests in the Bong Mieu Gold Mining Company Limited or Phuoc Son Gold Company Limited;

     (j) Accounting Changes. Make, or permit any Subsidiary to make any change in their accounting treatment or financial reporting practices except as required or permitted by generally accepted accounting principles in effect from time to time or by law;

     (k) Merger or Sale.

               (i) The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, consolidate or merge with or into another Person, or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole in one or more related transactions, to any other Person, unless (A) either the Company or such Subsidiary is the surviving corporation, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made (1) assumes in writing all the obligations of the Company under the Notes and the other Transaction Documents and (2) causes to be delivered to each Holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Investor Representative, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (C) immediately after such transaction, no default or Event of Default exists;

     The foregoing paragraph in this Section 8(k)(i) shall not apply to (x) a merger of the Company with an Affiliate with no material assets, liabilities or operations solely for the purpose of reincorporating the Company in another jurisdiction; or (y) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among

9

the Company and its Subsidiaries; provided, however, that such consolidation or merger shall comply with subclauses (A) and (B) in the foregoing paragraph;

               (ii) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or any of its Subsidiaries permitted by Section 8(k)(i) hereof, the successor corporation formed by such consolidation or into or with which the Company or such Subsidiary is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Note referring to the “Company,” or to a “Subsidiary” shall refer instead to the successor corporation and not to the Company or such Subsidiary, as the case may be), may exercise every right and power of the Company or such Subsidiary under this Note with the same effect as if such successor Person had been named as the Company or a Subsidiary herein and shall be bound by every obligation and liability of the Company or such Subsidiary under this Note and the other Transaction Documents, however, that the predecessor Person shall not be relieved from the obligations to make Gold deliveries, pay interest or comply with the other obligations of the Company hereunder;

     (l) Transactions with Affiliates. Except for transactions contemplated by the Transaction Documents or as otherwise approved by the Board (including a majority of the independent directors then on the Board) or as disclosed in the SEC Reports or the Memorandum, the Company shall not, and shall cause its Subsidiaries not to enter into any transaction with any director, officer, employee or holder of more than five percent of the outstanding capital stock of any class or series of capital stock of the Company or any Subsidiary, member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person is a director, officer, trustee, partner or holder of more than five percent of the outstanding capital stock thereof;

     (m) Hedging Arrangements. Become a party to any agreement relating to any swap, cap, floor, collar, option, forward, cross-right, or obligation or combination thereof or similar transaction with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk, except to hedge risks in the ordinary course of business pursuant to risk management policies approved by the Company’s board of directors, but not for any speculative purpose; and

     (n) North Borneo Mining Development. Incur, or permit to exist, any Indebtedness with respect to North Borneo Gold Sdn Bhd. not otherwise permitted pursuant to Sections 8(a), 8(g) or 8(m) hereof, except (i) Indebtedness in the ordinary course of business and (ii) with the consent of the Investor Representative additional Indebtedness for the development and acquisition of equity interests related to the North Borneo Gold Sdn Bhd, which Indebtedness may be secured (x) in accordance with Section 8(d) hereof or (y) as otherwise consented to by the Investor Representative, provided that in neither case shall the collateral for any such Indebtedness include the assets of Bong Mieu Gold Mining Company Limited or Phuoc Son Gold Company Limited.

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     9. Redemption.

     (a) Redemption or other prepayment of the Notes may only be effected in accordance with this Section 9.

     (b) In the event that the Investor Representative does not consent to the incurrence of additional Indebtedness under Section 8(n) of this Note upon the request of the Company, the Company may redeem or prepay the Notes by giving notice in writing (the “Section 8(n) Notice”) on any Business Day to the Investor Representative of its desire to so redeem or prepay this Note. On the date which is twenty (20) Business Days after receipt by the Investor Representative of the 8(n) Notice (the “Section 8(n) Redemption Date”), the Company shall pay to the Investor Representative , for the benefit of the Holder, all accrued, but unpaid interest on the outstanding Deemed Principal Amount as of the Section 8(n) Redemption Date. Redemption under this clause (b) shall be without penalty or any additional amount of interest.

     (c) In addition, the Company has the right to redeem this Note on November 30, 2011 (the “Redemption Date”) by giving notice in writing (the “Redemption Notice”) to the Investor Representative on or before October 31, 2011 of its desire to so redeem this Note. On the Redemption Date, the Company shall pay to the Investor Representative, for the benefit of the Holder, all accrued, but unpaid interest on the outstanding Deemed Principal Amount as of the Redemption Date, and an additional amount, in one lump sum, that is equal to twelve percent (12%) of the outstanding Deemed Principal Amount as of the Redemption Date.

     (d) In the event that the Company elects to redeem or prepay the Notes as set forth in clause (b) or (c) above and receives from the Investor Representative on behalf of the Holder, (i) within ten (10) Business Days after receipt by the Investor Representative of the Section 8(n) Notice (the “Section 8(n) Notice Date”) in the case of clause (b) or (ii) by November 23, 2011 (the “Redemption Notice Date”) in the case of clause (c), written notice of the Holder’s election in its sole discretion to (1) receive all of the Holder’s Gold for the remaining Gold Delivery Dates based on a price of USD 900 per Ounce of Gold, as adjusted in accordance with Section 3(c) hereof as if the Redemption Date were a Gold Delivery Date (with minimum delivery units of one kilo (32.15 Ounces)) (subject to deduction of the applicable shipping location swap and account costs), (2) receive the cash value in United States Dollars of all of the Holder’s Gold for the remaining Gold Delivery Dates through a sale thereof at the Reference Gold Price five (5) Business Days prior to the Section 8(n) Redemption Date or the Redemption Date, as applicable or (3) receive a cash payment equal to the Deemed Principal Amount, the Company shall deliver to the Trust Account Agent, for the benefit of such Holder, such Gold, in the case of clauses (1) and (2) above, or if an election to receive cash under clause (3) above is made, then the Company shall deliver such cash to the Investor Representative for the benefit of the Holder, as applicable, on the Section 8(n) Redemption Date or the Redemption Date, as applicable. In the event that the Company does not receive written notice from the Investor Representative of such Holder’s election on or before the Section 8(n) Notice Date or the Redemption Notice Date, as applicable, then the Investor Representative shall elect one of the three (3) delivery methods set forth in the immediately preceding sentence, and the Company shall deliver to the Trust Account Agent, for the benefit of the Holder, the Gold, or to the Investor Representative, for the benefit of the Holder, the cash, as the Investor Representative so elects, on the Section 8(n) Redemption Date or the Redemption Date, as applicable. In the event that the Company does not receive notice

11

from the Investor Representative of such election by the applicable date, the Company shall deliver the requisite amount of Gold to the Trust Account Agent, for the benefit of the Holder.

     10. Mutilated, Destroyed, Lost or Stolen Notes. In case this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a new note of like principal amount in exchange and substitution for the mutilated or defaced Note, or in lieu of and in substitution for the destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the Holder shall surrender such Note to the Company. In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company: (i) evidence to its satisfaction of the destruction, loss or theft of such Note and (ii) such security or indemnity as may be reasonably required by the Company to hold the Company harmless.

     11. Waiver of Demand, Presentment, etc. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder. The Company agrees that, in the event of an Event of Default, to reimburse the Holder for all reasonable costs and expenses (including reasonable legal fees of one counsel) incurred in connection with the enforcement and collection of this Note.

     12. Cash Payments. All cash payments with respect to this Note shall be made in lawful money of the United States, at the address of the registered Holder as of the date hereof or as designated in writing by the Holder from time to time. The receipt by the Holder of immediately available funds shall constitute a payment of any cash amounts due hereunder and shall satisfy and discharge the liability for any such cash amounts to the extent of the sum represented by such payment.

     13. Assignment. The rights and obligations of the Company and the Holder of this Note shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto. The Holder may not assign, pledge or otherwise transfer this Note or any interest therein without the prior written consent of the Company. Interest is payable only to, and Gold Deposits are made to the Trust Account only for the benefit of, the registered Holder of this Note on the books and records of the Company.

     14. Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investor Representative (and without any requirement of any vote or the consent of the Investors who will be bound by any action taken by the Investor Representative even if such Investor does not agree with such action and even if neither such Investor nor Investors holding more than fifty percent (50%) of the Deemed Principal Amount of the Notes outstanding have consented to such action.)

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     15. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if given in accordance with the provisions of Section 9.2 of the SPA.

     16. Governing Law, Consent to Jurisdiction, Appointment of Agent for Service of Process, etc.

     (a) This Note shall be construed in accordance with and governed by the laws of the State of New York (without reference to conflicts of laws principles that would call for the application of the laws of any other jurisdiction), except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

     (b) The Company irrevocably and unconditionally submits, to the fullest extent permitted by applicable law, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Transaction Document to which it is a party, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees, to the fullest extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Transaction Document shall affect any right that the Investor Representative may otherwise have to bring any action or proceeding relating to any Transaction Document against the Company or its properties in the courts of any jurisdiction.

     (c) The Company irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note in any court referred to in subsection (b) of this Section. The Company hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

     (d) The Company irrevocably consents, to the fullest extent permitted by applicable law, to service of process in the manner provided for notices in Section 15 hereof. Nothing in any Transaction Document will affect the right of any party hereto to serve process in any other manner permitted by law.

     (e) THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT TO WHICH IT IS A PARTY OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE COMPANY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

13

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

     (f) The Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process United Corporate Services, Inc., at its offices currently located at 10 Bank Street, Suite 560, White Plains, New York 10606 (the “Process Agent”), to accept and acknowledge for and on behalf of the Company service of any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. With respect to the Company, such designation and appointment shall be irrevocable until all of the Transaction Documents have terminated or the Obligations have been fully satisfied and discharged. The Company covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. The Company consents to process being served in any suit, action or proceeding by serving a copy thereof upon the Process Agent, and to its counsels as provided in Section 9.2 of the SPA. Without prejudice to the foregoing, the Investors, the Investor Representative and the Collateral Agent agree that to the extent lawful and possible, written notice of said service upon the Process Agent and its counsels as provided in Section 9.2 of the SPA shall also be mailed both by registered or certified airmail, postage prepaid, return receipt requested, and by regular first-class mail, to the Company, at its address specified in or pursuant to Section 15 of this Note or to any other address of which the Company shall have given written notice to the Person giving such notice. The Company agrees that such service (i) shall, to the fullest extent permitted by applicable law, be deemed in every respect effective service of process upon itself in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itself. Nothing in this Section shall affect the right of the Investor Representative to serve process in any manner permitted by law, or limit any right that the Investor Representative may otherwise have to bring proceedings against the Company in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     17. Severability. In case any one or more of the provisions of this Note shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Note shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Note.

     18. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

     19. Cumulative Rights. All agreements, warranties, guaranties, indemnities and other undertakings of the Company and the Guarantors under the Transaction Documents are cumulative and not in derogation of each other. The rights and remedies of the Holder, the Investor Representative and the Collateral Agent are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or

14

remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until the indefeasible payment in full of all Obligations.

     20. Rank and Priority. The Notes rank pari passu with one another, in accordance with their terms without discrimination, preference or priority.

     21. Binding Nature. By accepting the benefit of this Note, the Holder (and its agents, the Investor Representative and Trust Account Agent) hereby agree to be bound by any terms of this Note applicable to them.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first above written.

OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:

[Signature Page to Note]

SCHEDULE 8(a)

EXISTING INDEBTEDNESS
as of June 14, 2010

							Remaining
Contract Type	Description	Company	Start Date	End Date	P.A. Value		Balance		Currency
Standard Contract	Blasting Service Contract	Bong Mieu Gold Mining Company Limited	August 18, 2009	December 31, 2014		64,303		225,060	USD
Standard Contract	Ore Haulage Contract	Phuoc Son Gold Company Limited	November 1, 2008	September 30, 2010		966,891		132,199	USD
Lease	Toronto Office Lease	Olympus Pacific Minerals Inc.		December 31, 2012				292,007	CAD
Standard Contract	PEB Steel Buildings	Phuoc Son Gold Company Limited	June 2, 2010			248,776		248,776	USD

In March 2010, the Company obtained certain financing (the “March Financing”) through a private placement of CAD $12,750,000 of its 9% Subordinated Unsecured Convertible Promissory Notes pursuant to and as contemplated by the Securities Purchase Agreement, dated as of March 2010, by and among the Company, Euro Pacific Capital, Inc. and the investors party thereto. The notes issued pursuant to the March Financing are convertible into shares of the Company’s common stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events). The Company has loaned or advanced portions of the net proceeds from the March Financing to one or more of its Subsidiaries (which, in turn, may have loans or advanced funds loaned to it by the Company or to other Subsidiaries of the Company). Based upon such loans or advances, one or more of the Subsidiaries have made capital expenditures or commitment for additions to property, plant or equipment.

SCHEDULE 8(d)

PERMITTED LIENS

None.

Exhibit B

Form of Warrant

[attached hereto]

CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD.

THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

U.S. LEGENDS:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

OLYMPUS PACIFIC MINERALS INC.

COMMON STOCK PURCHASE WARRANT

Initial Holder:	Original Issue Date: June 18, 2010
	No. of Shares Subject to Warrant:
	Exercise Price Per Share: CAD$0.60
	Expiration Time: 5:00 p.m., Toronto time, on May 31, 2013

     Olympus Pacific Minerals Inc., a Canadian corporation (the “Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted

registered assigns (the “Holder”), is entitled to purchase from the Company up to the number of shares of its common stock with no par value (the “Common Stock”) shown above (each such share, a “Warrant Share,” and all such shares, the “Warrant Shares”) at the exercise price per share shown above (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time commencing on the original issue date indicated above (the “Original Issue Date”) and continuing through and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:

     This Warrant is being issued pursuant to a Securities Purchase Agreement dated June 18, 2010 (the “SPA”), by and between the Company, the Initial Holder and the other parties thereto.

     1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are defined in the SPA and are used herein are, unless otherwise defined herein, used herein with the respective meanings ascribed to such terms in the SPA.

     2. List of Warrant Holders. The Company shall record this Warrant upon the register to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant has been permissibly assigned hereunder). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder and for all other purposes, notwithstanding any notice to the contrary.

     3. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein or such address as my be notified in writing by the Company, subject, however, to such transfer being made in compliance with applicable law. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the transferring Holder had in respect of this Warrant (or the portion thereof so transferred).

     4. Exercise and Duration of Warrant.

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 4 hereof at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. Subject to Section 11 hereof, at the Expiration Time, the portion of this Warrant not exercised prior thereto

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shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

(b) The registered Holder may exercise this Warrant, in whole or in part, by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company, of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date,” and to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrants that have been exercised as such shall cease, and the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

(c) The registered Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”):

Net Number =	(A x B) - (A x C)
	B

     For purposes of the foregoing formula:

A=	the total number of shares with respect to which this Warrant is then being exercised.
B=	the volume weighted average trading price of the shares of Common Stock calculated by dividing the total value of shares traded by the total volume of shares traded on all stock exchanges trading the shares of Common Stock (as reported by the respective exchanges or obtained through Bloomberg) on the date immediately preceding the date of the Exercise Notice.
C=	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

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For purposes of Rule 144(d) promulgated under the Securities Act as in effect on the date hereof, assuming the registered Holder is not an affiliate of the Company, it is intended that (subject to any amendment or modification of, or change in the interpretation of, such Rule 144(d)) the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the registered Holder, and the holding period for the Warrant Shares issued pursuant to such Cashless Exercise shall be deemed to have commenced, on the Original Issue Date.

(d) The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this Warrant pursuant to the terms hereof.

5. Delivery of Warrant Shares.

(a) Upon a Cashless Exercise of this Warrant in which the holding period of the Warrants Shares has satisfied the requirements of Rule 144(d), the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the registered Holder and in such name or names as the registered Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of United States restrictive legends not required by applicable law. “Trading Day” shall mean a date on which the Company’s Common Stock trades on its principal trading market. The registered Holder shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the registered Holder, use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. In the event this Warrant (i) is exercised in accordance with subsection 4(b) or (ii) is exercised by means of a Cashless Exercise in accordance with subsection 4(c) and the holding period under Rule 144(d) shall not have lapsed, the share certificate to be issued upon such exercise shall bear the restrictive legend set forth in subsection 13(b) below. In addition, if as of the time of the exercise of this Warrant the Warrant Shares issuable upon such exercise constitute restricted or control securities, the Holder, by exercising this Warrant, agrees not to resell them except in compliance with all applicable securities laws, including the Australian Corporations Act 2001.

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of (i) any action or inaction by the Holder to enforce the same, (ii) the recovery of any judgment against any Person or any action to enforce the same, (iii) any set-off, counterclaim, recoupment, limitation or termination, (iv) any breach or alleged breach by the Holder or any other Person of any obligation to the Company, (v) any violation or alleged violation of law by the Holder or any other Person and (vi) any other circumstance that might otherwise limit such obligation of the Company to the Holder in

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connection with the issuance of Warrant Shares, exclusive, however, of any waiver or consent of the Holder to the contrary. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

(c) If the Company fails to cause its transfer agent to transmit to the registered Holder a certificate or the certificates (either physical or electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then the Holder will have the right to rescind such exercise, provided such right is exercised prior to the delivery of such certificate or the certificates to the Holder.

     6. Charges and Expenses. Issuance and delivery of certificates for Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer agent fee or expense in respect of the issuance of such certificates, all of which expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any expenses that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the registered Holder. The Holder shall be responsible for all tax liabilities that may arise as a result of holding or transferring this Warrant or receiving, holding or transferring Warrant Shares upon exercise hereof.

     7. Replacement of Warrant. If this Warrant is mutilated, the Company shall issue or cause to be issued in exchange herefor and upon cancellation hereof a New Warrant. If this Warrant is lost, stolen or destroyed, the Company shall issue or cause to be issued in substitution for this Warrant and upon cancellation hereof a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

     8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.

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     9. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a) Adjustments for Stock Splits and Consolidation and Stock Dividends. If the Company shall, at any time or from time to time after the date hereof and prior to the Expiration Time, effect a stock split or consolidation of the outstanding shares of Common Stock or pay a stock dividend in shares of on the outstanding shares of Common Stock, then the Exercise Price in effect immediately prior to such stock split or consolidation shall be proportionately adjusted. Any adjustments under this subsection 9(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable. Upon each adjustment of the Exercise Price as provided in this subsection 9(a), the registered Holder shall thereafter be entitled to acquire, at the Exercise Price resulting from such adjustment, the number of Warrant Shares (calculated to the nearest tenth of a Warrant Share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares that may be acquired hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

(b) Merger Sale, Reclassification, etc. In case of any: (i) combination, merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof and prior to the Expiration Time, then and in each such case the registered Holder of this Warrant, upon the exercise hereof at any time thereafter but prior to the Exercise Time shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such combination, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

(c) No Adjustment. No adjustment in the Exercise Price or in the number of Warrant Shares shall be required unless such adjustment would result in a change of at least 1% in the Exercise Price then in effect or unless the number of Warrant Shares to be issued would change by at least 1/100th of a Warrant Share; provided, however, that any adjustments, that, except for the provisions of this subsection (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

     10. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional Warrant Shares

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that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.

     11. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be delivered in accordance with the procedures set forth in Section 9.2 of the SPA, with any such notice, other communication or delivery to the Company to be so delivered to the Company at the address for the Company provided for in such Section 9.2 and any such notice, other communication or delivery to the Holder to be so delivered to the Holder at its last address as shown on the Warrant Register.

     12. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon at least thirty (30) days’ notice to the registered Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the registered Holder at its last address as shown on the Warrant Register.

     13. Legending.

     (a) All certificates issued in exchange for or in substitution of this Warrant (and any certificates issued in exchange or in substitution thereof) shall bear legends substantially in the following form:

CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD.

THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

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U.S. LEGENDS:

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

     (b) All certificates representing any Warrant Shares issued upon the exercise of this Warrant (and any certificates issued in exchange or in substitution thereof) shall bear legends substantially in the following form:

CANADIAN LEGENDS:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010 IN CANADA. OTHER JURISDICTIONS MAY HAVE A LONGER HOLDING PERIOD.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

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U.S. LEGENDS:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY THE SECURITIES.

provided that, if at any time, in the opinion of counsel to the Company, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate that does not bear such legend.

     14. Miscellaneous.

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the registered Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the registered Holder or their successors and assigns.

(b) Each party agrees, to the fullest extent permitted by applicable law, that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto, to the fullest extent permitted by applicable law, hereby irrevocably submits to the

9

exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant) and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such suit, action or proceeding is improper. The Company irrevocably consents, to the fullest extent permitted by applicable law, to service of process in the manner provided for notices in Section 11 hereof. Nothing in any Transaction Document will affect the right of any party hereto to serve process in any other manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision that shall be a commercially reasonable substitute therefor and, upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e) Prior to exercise of this Warrant, the registered Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

(f) No provision hereof, in the absence of any affirmative action by the registered Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the registered Holder, shall give rise to any liability of the registered Holder for the purchase price of any shares of Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(g) All Warrants shall rank pari passu, whatever may be the actual date of issue of same.

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(h) For the purposes of this Section 14, the Holder of this Warrant and the successors and assigns thereof shall be deemed parties to this Warrant; and by accepting this Warrant, the Holder of this Warrant and the successors and assigns thereof agree to be bound by the provisions of this Section 14 as if the same were a signatories and parties to this Warrant and agree to be bound by Section 5 and the other provisions hereof providing for any agreement by, or obligation of, such Holder.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:

[Signature page to Warrant]

EXERCISE NOTICE

TO: OLYMPUS PACIFIC MINERALS INC.

Ladies and Gentlemen:

(1) The undersigned represents that he, she or it is the registered owner of a certain Common Stock Purchase Warrant that was issued on June 18, 2010 and that is exercisable for _________________________________ (                  ) shares of the Company’s common stock with no par value (such Common Stock Purchase Warrant, the “Warrant”).

(2) The undersigned hereby irrevocably elects to exercise the Warrant with respect to ____________________________ (                  ) shares of Common Stock. Capitalized terms that are used herein and are defined in the Warrant are, unless otherwise defined herein, used herein with the respective meanings ascribed to such terms in the Warrant.

(3) The undersigned intends that payment of the Exercise Price shall be made as (check one):

o  Cash Exercise under subsection 4(b) of the Warrant

o  Cashless Exercise under subsection 4(c) of the Warrant

(4) If the undersigned has elected a Cash Exercise, the, she or it shall pay the sum of CAD$ ____________ to the Company in accordance with the terms of the Warrant.

(5) Pursuant to this Exercise Notice, the Company shall deliver to the undersigned the number of Warrant Shares determined in accordance with the terms of the Warrant.

In connection with the exercise of the Warrant, the undersigned represents as follows: (Please check the ONE box applicable):

o 1.  The undersigned hereby certifies that (i) it is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”)), (ii) at the time of exercise it is not within the United States (as defined in Regulation S under the 1933 Act) and did not execute or deliver the subscription form in the United States, and (iii) it is not exercising the Warrant on behalf of any U.S. person or any person within the United States.

o 2.  The undersigned has delivered a written opinion of U.S. counsel reasonably satisfactory to the Company to the effect that the Warrant Shares to be delivered upon exercise hereof are exempt from registration under the 1933 Act and the securities laws of all applicable states of the United States.

o 3.  The undersigned (i) was the original purchaser in the Company’s private placement of the Units that included the Warrant, (ii) is exercising the Warrant solely for its own

account; and (iii) is an accredited investor as defined in Rule 501 (a) of Regulation D under the 1933 Act on the date hereof and on the date such Units were acquired from the Company.

“United States” and “U.S. person” are as defined in Regulation S under the 1933 Act.

Please issue a certificate for the Warrant Shares being purchased as follows in the name of the undersigned:

NAME:

(please print)

ADDRESS:

      DATED this _______________ day of _________________________________, ____________.

(Signature) 

ASSIGNMENT FORM

TO: OLYMPUS PACIFIC MINERALS INC.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________ (name), ________________________ address), __________________ Warrants of Olympus Pacific Minerals Inc. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within certificate and irrevocably appoints _____________________ the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

DATED this ____________ day of, ________________________, 20___.

(Witness)	Signature of Registered Warrant Holder)
	Print name of Registered Warrant Holder)
	Signature of transferor guaranteed by:
	*

* Authorized Signature Number 

Instructions:

1. Signature of Holder must be the signature of the person appearing on the face of the Warrant certificate.

2. If the transfer of Warrants is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

Note:  The signature to this transfer form must correspond with the name as recorded on the certificate(s) in every particular without alteration or enlargement or any

change whatsoever. The signature of the person executing this transfer form must be guaranteed by a Chartered Bank or an eligible guarantor institution with membership in an approved signature guarantee medallion program.

Exhibit C

Form of Closing Escrow Agreement

[attached hereto]

CLOSING ESCROW AGREEMENT

     This CLOSING ESCROW AGREEMENT is dated as of the ___ day of June, 2010, by and among Olympus Pacific Minerals Inc. (the “Company”), a Canadian corporation, Euro Pacific Capital, Inc. (the “Placement Agent”), a California corporation, and Collateral Agents, LLC (the “Escrow Agent” and, collectively with the Company and the Escrow Agent, the “Parties” and each a “Party”), a New York limited liability company:

BACKGROUND

     The Company and certain Investors have entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of June ___, 2010, among the Company, such Investors and, with respect to certain sections, the the Escrow Agent and the Placement Agent, calling for the sale by the Company to the Investors of Units for an aggregate purchase price of up to $21,960,000 in the respective amounts and for the respective Investors set forth on Schedule A hereto (such amounts, collectively, the “Escrow Funds”).

     In the Securities Purchase Agreement, the Investors appointed the Placement Agent as their true and lawful agent and attorney-in-fact to, among other things, enter into any agreement in connection with the transactions contemplated therein, including this Agreement.

     The Company and the Placement Agent require the Escrowed Funds to be delivered to the Escrow Agent, to be held in escrow and released by the Escrow Agent in accordance with the terms and conditions of this Agreement.

     The Escrow Agent is willing to serve as escrow agent pursuant to the terms and conditions of this Agreement.

AGREEMENT

     NOW THEREFORE, the Parties hereby agree as follows:

1. INTERPRETATION

     1.1. Definitions. Capitalized terms that are defined in the Securities Purchase Agreement and are used herein are, unless otherwise defined herein, used herein with the respective meanings ascribed to such terms in the Securities Purchase Agreement. Whenever used in this Agreement, the following terms shall have the following respective meanings:

• “Agreement” means this Agreement and all amendments made hereto by written agreement among the Parties;

• “Closing Date” has the meaning set forth in Section 2.2 of the Securities Purchase Agreement; and

• “Escrow Agent Fees” means the fees itemized on Schedule C to this Agreement.

2. DELIVERIES TO THE ESCROW AGENT

     2.1. Appointment of the Escrow Agent. The Company and the Placement Agent (acting for, on behalf of, and as attorney-in-fact for, the Investors) hereby appoint the Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.

     2.2. Establishment of the Escrow Account. The Escrow Agent shall establish a non-interest-bearing bank account at the branch of the bank selected by the Escrow Agent (such bank account, the “Escrow Account”). The purpose of the Escrow Account is for (a) the deposit of the Escrow Funds and (b) the disbursement of collected funds, all as described herein.

     2.3. Delivery of Escrow Funds. On or before the Closing Date for each Closing, the Placement Agent shall direct each Investor purchasing Units at such Closing to deliver the Purchase Price for such Units to the Escrow Agent. Such Purchase Price will be delivered pursuant to the wire transfer instructions set forth on Schedule B hereto.

3. RELEASE OF ESCROW FUNDS

     3.1. Release of Escrow. The Escrow Agent shall release the Escrow Funds:

          (a) Upon receipt by the Escrow Agent of joint written instructions (“Joint Instructions”) signed by the Company and the Placement Agent, the Escrow Agent shall deliver the Escrow Funds in accordance with the terms of the Joint Instructions. All funds to be delivered to the Company shall be delivered pursuant to the wire instructions to be provided in writing by the Company to the Escrow Agent.

          (b) If the Escrow Agent does not receive Joint Instructions by September 30, 2010 or such later date as may be agreed to by the Company and the Placement Agent, all Escrow Funds shall be returned to the parties from which they were received, without any accrued interest thereon and without any deduction therefrom.

          (c) Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Escrow Funds in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

          (d) Interpleader. If any controversy arises among the Parties with respect to this Agreement or with respect to the right to receive the Escrow Funds, the Escrow Agent shall have the right to consult counsel and/or to institute an appropriate interpleader action to determine the rights of the Parties. The Escrow Agent is also hereby authorized to institute an appropriate interpleader action upon receipt of a written letter so directing the Escrow Agent and executed by the Placement Agent and the Company. If the Escrow Agent is directed to institute an appropriate interpleader action, it shall institute such action not prior to thirty (30) days after receipt of such letter of direction and not later than sixty (60) days after such receipt. Any interpleader action instituted in accordance with this Section 3(d) shall be filed in any court of

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competent jurisdiction in New York, New York and the Escrow Funds in dispute shall be deposited with the court, and in such event the Escrow Agent shall be relieved of and discharged from any and all obligations and liabilities under and pursuant to this Agreement with respect to the Escrow Funds so deposited.

4. CONCERNING THE ESCROW AGENT

     4.1. (a) The Escrow Agent is not a party to, and is not bound by or charged with notice of, any agreement out of which this escrow may arise. The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other Party hereunder or for the identity or authority of any Person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any Party (other than the Escrow Agent) or any maker, endorser or other signatory of any document to perform such Person’s obligations hereunder or under any such document. Except for this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the Persons referred to herein, notwithstanding its knowledge thereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

          (b) The Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own reasonable best judgment, and may rely conclusively on, and will be protected in acting upon, any order, notice, demand, certificate or opinion or advice of counsel (including counsel chosen in good faith by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) that is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper Person or Persons. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement, and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of New York upon fiduciaries.

          (c) The Escrow Agent will be indemnified and held harmless, jointly and severally, by the Company and the Investors from and against any expenses, including reasonable attorneys’ fees and disbursements, damages or losses suffered by the Escrow Agent in connection with any claim or demand, that, in any way, directly or indirectly, arises out of or relates to this Agreement or the services of the Escrow Agent hereunder; except that, if the Escrow Agent is guilty of willful misconduct, fraud or gross negligence under this Agreement, then the Escrow Agent will bear all losses, damages and expenses arising as a result of such willful misconduct, fraud or gross negligence. Promptly after the receipt by the Escrow Agent of notice of any such demand or claim or the commencement of any action, suit or proceeding relating to such demand or claim, the Escrow Agent will notify the other Parties in writing. For the purposes hereof, the terms “expense” and “loss” will include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit or proceeding settled with the express written consent of the other Parties, and all costs and

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expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. The provisions of this Section 4.1(c) shall survive the termination of this Agreement.

          (d) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process that in any way affects the Escrow Funds (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Funds), the Escrow Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the other Parties or to any other Person even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

          (e) The Escrow Agent may consult with legal counsel chosen in good faith by it, as to any matter relating to this Agreement, and the Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel.

          (f) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

          (g) The Escrow Agent shall not be called upon to advise any other Party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

          (h) The Escrow Agent shall not be under any duty to give the Escrow Account held by it hereunder any greater degree of care than it gives its own similar property.

          (i) When the Escrow Agent acts on any information, instructions, communications (including, but not limited to, communications with respect to the wire transfer of funds) sent by telex, facsimile, email or other form of electronic or data transmission, the Escrow Agent, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication (whether due to fraud, distortion or otherwise). In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Funds, unless the Escrow Agent receives written instructions, signed by the Company and the Placement Agent, that eliminates such ambiguity or uncertainty.

          (j) The Escrow Agent does not have any interest in the Escrow Funds deposited hereunder but is serving as escrow holder only and having only possession thereof. The Company shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Funds incurred in connection herewith and shall indemnify

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and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. To the extent required by applicable law, the Company and the Placement Agent will provide the Escrow Agent with appropriate W-9 forms for tax identification number certifications or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall only be responsible for income reporting with respect to income earned on the Escrow Funds, if any, and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent.

          (k) The Escrow Agent may generally engage in any kind of business with the Company, the Investors, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof as if it had not entered into this Agreement or any other agreement with them. The Escrow Agent and its affiliates and their officers, directors, employees and agents (including legal counsel) may now or hereafter be engaged in one or more transactions with the Company, the Investors, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof or may act as trustee, agent or representative of any the foregoing parties or otherwise be engaged in other transactions with such parties (collectively, the “Other Activities”). Without limiting the forgoing, the Escrow Agent and its affiliates and their officers, directors, employees and agents (including legal counsel) shall not be responsible to account to the Company, the Investors or any participant in the Offering or any subsidiary or affiliate thereof for such Other Activities.

          (l) Fees and Expenses. In consideration of the services provided hereunder, the Company agrees to pay the Escrow Agent the Escrow Agent Fees. The Company agrees to pay the Escrow Agent’s reasonable costs and expenses (“Expenses”), including reasonable attorney’s fees, in the event of any dispute or litigation threatened or commenced that requires the Escrow Agent in its good faith opinion to refer such matter to its attorneys and all wire fees, packaging and postal fees and expenses (including FedEx); provided, however, that no Expenses shall be payable to the Escrow Agent with resepct to any such dispute or litigation resulting from or occasioned by any willful misconduct, fraud or gross negligence of the Escrow Agent or any representative or agent thereof. The Escrow Agent will incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent’s Fees and Expenses shall be paid out of the Escrowed Funds.

          (m) Resignation of the Escrow Agent. At any time, upon at least five (5) Business Days’ written notice to the Company, the Escrow Agent may resign and be discharged from its duties as escrow agent hereunder. As soon as practicable after its resignation, the Escrow Agent will promptly turn over to a successor escrow agent appointed by the Company (with the consent of the Placement Agent, with such consent not to be unreasonably withheld, delayed or conditioned) the Escrow Funds held hereunder upon presentation of a document appointing the new escrow agent and evidencing its acceptance thereof. If, by the end of the 5-Business Day period following the giving of notice of resignation by the Escrow Agent, the Company shall have failed to appoint a successor escrow agent, the Escrow Agent may interplead the Escrow Funds into the registry of any court having jurisdiction.

          (n) Records. The Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement or as may reasonably be requested by either of the other Parties from time to time before such termination, the Escrow

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Agent shall provide the requesting Party or Parties with a complete copy of such records, certified by the Escrow Agent to be a complete and accurate account of all such transactions. The authorized representatives of each of the other Parties shall have access to such books and records at all reasonable times during normal business hours upon reasonable notice to the Escrow Agent.

     4.2. Dispute Resolution: Judgments. Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions. If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Escrow Funds or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Escrow Funds pending receipt of the Joint Instructions or (ii) deposit the Escrow Funds with any court of competent jurisdiction in the State of New York, in which event the Escrow Agent shall give written notice thereof to the other Parties and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement with respect to the Escrow Funds so deposited. The Escrow Agent may, but shall be under no duty to, institute or defend any legal proceedings that relate to the Escrow Funds.

5. GENERAL MATTERS

     5.1. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

     5.2. Assignment and Modification. This Agreement and the rights and obligations hereunder of any of the Parties may not be assigned without the prior written consent of the other Parties. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. No other Person will acquire or have any rights under, or by virtue of, this Agreement. No portion of the Escrow Funds shall be subject to interference or control by any creditor of any Party or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such Party prior to the disbursement thereof to such Party in accordance with the provisions of this Agreement. This Agreement may be changed or modified only in writing signed by all of the Parties. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by any Party with respect to any condition, default or breach of covenant hereunder shall be deemed to extend to any prior or subsequent condition, default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

     5.3. Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

     5.4. Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees from the other Parties (unless such other party is the Escrow Agent), which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose and which fees shall be in addition to any other relief that may be awarded; provided, however, that the Escrow Agent

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shall not be obligated to pay any such fees other than with respect to any such action brought against the Escrow Agent on account of the willful misconduct, fraud or gross negligence of the Escrow Agent or any representative or agent thereof.

     5.5. Entire Agreement. This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such subject matter. There are no warranties, representations and other agreements made by the Parties in connection with the subject matter hereof except as specifically set forth in this Agreement.

     5.6. Extended Meanings. In this Agreement words importing the singular number include the plural and vice versa; and words importing any gender include the other genders. The word “Person” includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative.

     5.7. Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of New York applicable to contracts executed and to be performed wholly within such State without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by any Party against any other Party concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts situated in the City, County and State of New York. All Parties agree, to the fullest extent permitted under applicable law, to submit to the jurisdiction of such courts and waive trial by jury.

     5.8. Specific Enforcement, Consent to Jurisdiction. Each Party acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injuction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Each of the parties hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Transaction Document to which it is a party, or for recognition or enforcement of any judgment, and each party hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to any Transaction Document to which it is a party against any other party or its properties in the courts of any jurisdiction. Each party irrevocably consents, to the fullest extent permitted by applicable law, to service of process in the manner provided for notices in Section 5.10 hereof.

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Nothing in this Section 5.8 will affect the right of any party hereto to serve process in any other manner permitted by law.

     5.9. Termination. This Agreement shall terminate upon the release of all of the Escrow Funds as provided herein.

     5.10. Notices. All notices, demands, requests, consents, approvals and other communications (each of the foregoing, a “Notice”) required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery or facsimile, addressed as set forth below or to such other address as the intended recipient shall have specified most recently by written notice in accordance with this Section 5.10. Any Notice required or permitted to be given hereunder shall be deemed effective (a) if personally served as above provided, upon such personal service, (b) if transmitted by hand delivery or facsimile as above provided, upon such hand delivery or such delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, if delivered on a Business Day during normal business hours where such Notice is to be received, on such Business Date, or otherwise on the next following Business Day, (c) if delivered by reputable air courier service as above provided, on the second Business Day following delivery to such reputable air courier service, or (d) if mailed as above provided, upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall (unless and until changed by Notice as contemplated above) be:

(a)	If to the Company, to:
	Olympus Pacific Minterals Inc.
	Suite 500, 10 King Street East
	Toronto, Ontario
	M5C 1C3 Canada
	Attention: David A. Seton
	Chairman and Chief Executive Officer
	Facsimile: (416) 572-4202
	With a copy to:
	Reed Smith LLP
	599 Lexington Avenue
	New York, New York 10022-7650
	Attention: Herbert F. Kozlov, Esq.
	Fax Number: (212) 521-5450
(b)	If to the Placement Agent, to:
	Euro Pacific Capital, Inc.
	88 Post Road West, 3rd Floor
	Westport, CT 06880
	Attention: Mr. Thomas Tan

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	Fax Number : (203) 662-9771
	With a copy to:
	Pillsbury Winthrop Shaw Pittman LLP
	2300 N Street, N.W.
	Washington, DC 20037-1122
	Attention: Louis A. Bevilacqua, Esq.
	Fax Number: (202) 663-8007
(c)	If to the Escrow Agent, to:
	Collateral Agents, LLC
	111 West 57th Street, Suite 1416
	New York, New York 10019
	Attn: General Counsel
	Fax: (212) 245-9101

or to such other address as any of them shall give to the others by notice made pursuant to this Section 5.10.

     5.11. Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties shall be enforceable to the fullest extent permitted by law.

     5.12. Binding Effect on the Investors. The Placement Agent represents, warrants and confirms to the other Parties that it has the authority to execute and deliver this Agreement for and on behalf of each and all of the Investors and by executing and delivering this Agreement it is binding each and all of the Investors hereto as if they executed and delivered this Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed by their respective authorized signatories as of the day and year first indicated above.

COMPANY: OLYMPUS PACIFIC MINERALS INC.
By:
	Name:
	Title:
PLACEMENT AGENT: EURO PACIFIC CAPITAL, INC.
By:
	Name:
	Title:
ESCROW AGENT: COLLATERAL AGENTS, LLC
By:
	Name:
	Title:

[Signature Page to Closing Escrow Agreement]

Schedule A

Escrow Funds

INVESTOR AMOUNT

Schedule B

Wire Instructions

Account Name: Olympus Pacific Minerals Inc
Account #:664687199
HSBC BANK USA, N.A.
9201 3rd Ave
Brooklyn, NY 11209
Contact: Sophia Sudeall
Tel: 718 238 9329
ABA or Routing #021001088

For International Wires
Swift Code: MRMDUS 33

Schedule C

Escrow related fees:	$	2,500
Collateral Agent fees:	$	12,500

Exhibit D

Form of Subsidiary Guaranty

[attached hereto]

GUARANTEE AGREEMENT

dated as of

June 18, 2010

among

THE GUARANTORS PARTY HERETO,

and

Collateral Agents, LLC,
as Collateral Agent

TABLE OF CONTENTS

		Page
Section 1.	Definitions		1
Section 2.	Guarantees by Guarantors		3
Section 3.	Further Assurances		5
Section 4.	Representations And Warranties		5
Section 5.	Notices		7
Section 6.	No Implied Waivers; Remedies Not Exclusive		7
Section 7.	Successors and Assigns		8
Section 8.	Amendments and Waivers		8
Section 9.	Governing Law; Jurisdiction; Consent to Service of Process		8
Section 10.	Waiver of Jury Trial		9
Section 11.	Appointment of Agent for Service of Process		9
Section 12.	Judgment Currency		10
Section 13.	Use of English Language		10
Section 14.	Headings		10
Section 15.	Severability		10
Section 16.	Counterparts; Integration, Effectiveness		11

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GUARANTEE AGREEMENT

     GUARANTEE AGREEMENT dated as of June 18, 2010 among the GUARANTORS (as defined below) party hereto and Collateral Agents, LLC, as Collateral Agent on behalf of the holders of the Obligations. Terms used herein and not otherwise defined in subsection (a) or (b) of Section 1 have, as used herein, the respective meanings provided for in the Securities Purchase Agreement.

     WHEREAS, Olympus Pacific Minerals Inc., as the Company, is entering into the Securities Purchase Agreement pursuant to which the Company intends to sell and issue Units, consisting of Warrants and Notes, and to use the proceeds thereof for the purposes set forth therein;

     WHEREAS, each of the Guarantors is willing to guarantee the Obligations of each other Note Party (as defined below);

     WHEREAS, in consideration of the financial and other support that the Company has provided, and such financial and other support as the Company may in the future provide, to each Guarantor, each Guarantor is willing to enter into this Agreement; and

     WHEREAS, the Guaranteed Parties are not willing to purchase Units and advance funds pursuant to the Notes in accordance with the terms of the Securities Purchase Agreement, unless (i) the foregoing obligations of each Note Party are guaranteed as described above and (ii) each guarantee thereof is secured by Liens on certain assets of the relevant Guarantor as provided in the Security Documents;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     Section 1. Definitions.

     (a) The following terms, as used herein, have the following meanings:

     “Agreement” means this Guarantee Agreement.

     “Company” means Olympus Pacific Minerals Inc., a Canadian corporation.

     “Contingent Guaranteed Obligation” means, at any time, any Obligation (or portion thereof) that is:

     (i) contingent in nature (including any guarantee) at such time; or

     (ii) an obligation to provide collateral to secure the foregoing type of obligation.

     “Guaranteed Parties” means the holders from time to time of the Obligations.

     “Guarantors” means each Subsidiary listed on the signature pages hereof under the caption “Guarantors.”

     “Non-Contingent Guaranteed Obligation” means, at any time, any Guaranteed Obligation (as defined below) (or portion thereof) that is not a Contingent Guaranteed Obligation at such time.

     “Note Parties” means the Company and the Guarantors.

     “Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any one or more of the Note Parties (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

     “Release Conditions” means the following conditions for releasing all the Transaction Guarantees:

     (i) all Non-Contingent Guaranteed Obligations shall have been paid in full; and

     (ii) no Contingent Guaranteed Obligation (other than contingent indemnification and expense reimbursement obligations as to which no claim shall have been asserted) shall remain outstanding.

     “Transaction Guarantee” means, with respect to each Guarantor, its guarantee of the Guaranteed Obligations under Section 2 hereof.

     (b) Terms Generally. The definitions of terms herein (including those incorporated by reference to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in any Transaction Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement and (v) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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     Section 2. Guarantees by Guarantors.

     (a) Transaction Guarantees. Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment and performance of all Obligations when due of each other Note Party now or hereafter existing under or in respect of the Transaction Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, early termination amounts, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”). In addition, each Guarantor, jointly and severally, agrees to pay all reasonable costs and expenses of the Investor Representative, Collateral Agent and any Guaranteed Party (including, without limitation, the reasonable fees and expenses of counsel) in connection with the enforcement of any rights under this Agreement or any other Transaction Document, whether in any action, suit or litigation, or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Note Party under or in respect of the Transaction Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Note Party.

     (b) Each Guarantor, and by acceptance of this Agreement, the Collateral Agent and each Guaranteed Party hereby confirms that it is the intention of all such Persons that this Agreement and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, fraudulent conveyance or any similar law applicable to this Agreement and the Guaranteed Obligations of each Guarantor under this Agreement. To effectuate the foregoing limitation, the Collateral Agent and each Guaranteed Party hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Agreement shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Agreement not constituting a fraudulent transfer or conveyance.

     (c) Each Guarantor hereby agrees unconditionally and irrevocably that in the event that any payment shall be required to be made to any Guaranteed Party under this Agreement, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to the other Guarantor so as to maximize the aggregate amount paid to such Guaranteed Party under or in respect of the Transaction Documents. If a Note Party fails to pay and perform any Guaranteed Obligation punctually when due, each Guarantor agrees that it will forthwith promptly pay the amount not so paid at the place and in the manner specified in the relevant Transaction Document.

     (d) Transaction Guarantees Unconditional. The obligations of each Guarantor under its Transaction Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

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     (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company, any other Guarantor or any other Person under any Transaction Document, by operation of law or otherwise;

     (ii) any modification or amendment of or supplement to any Transaction Document;

     (iii) any release, impairment, non perfection or invalidity of any direct or indirect security for any obligation of the Company, any other Guarantor or any other Person under any Transaction Document;

     (iv) any change in the corporate existence, structure or ownership of the Company or any other Guarantor or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, any Guarantor or any of their assets or any resulting release or discharge of any obligation of the Company, any other Guarantor or any other Person under any Transaction Document;

     (v) the existence of any claim, set off or other right that such Guarantor may have at any time against the Company, any other Guarantor, any Guaranteed Party or any other Person, whether in connection with the Transaction Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

     (vi) any invalidity or unenforceability relating to or against the Company, or any other Guarantor for any reason of any Transaction Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Guaranteed Obligation by the Company; or

     (vii) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any other party to any Transaction Document, any Guaranteed Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

     (e) Release of Transaction Guarantees. (i) All the Transaction Guarantees will be released without further action of any party when all the Release Conditions are satisfied. If at any time any payment of a Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Transaction Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time.

     (ii) The Collateral Agent may release any Transaction Guarantee with the prior written consent of the Investor Representative or Required Holders.

     (f) Waiver by Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice provided for herein, as well as any requirement that

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at any time any action be taken by any Person against the Company, any other Guarantor or any other Person.

     (g) Subrogation. A Guarantor that makes a payment with respect to a Guaranteed Obligation hereunder shall be subrogated to the rights of the payee against the Company with respect to such payment; provided that no Guarantor shall enforce any payment by way of subrogation against the Company, or by reason of contribution against any other Guarantor of such Guaranteed Obligation, until all the Release Conditions have been satisfied.

     (h) Stay of Acceleration. If acceleration of the time for payment of any Guaranteed Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, all Guaranteed Obligations otherwise subject to acceleration under the terms of any Transaction Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Collateral Agent.

     (i) Continuing Guarantee. Each Transaction Guarantee is a continuing guarantee, shall be binding on the relevant Guarantor and its successors and assigns, and shall be enforceable by the Collateral Agent on behalf of the Guaranteed Parties or the Guaranteed Parties. If all or part of any Guaranteed Party’s interest in any Guaranteed Obligation is assigned or otherwise transferred, the transferor’s rights under each Transaction Guarantee, to the extent applicable to the obligation so transferred, shall automatically be transferred with such obligation.

     Section 3. Further Assurances. Each Guarantor covenants that it will from time to time, at its expense, execute, deliver, file and record any statement, instrument, document, agreement or other paper and take any other action that may be necessary or desirable, or that the Collateral Agent may request, in order to enable the Collateral Agent on behalf of the Guaranteed Parties to obtain the benefits of this Agreement.

     Section 4. Representations and Warranties. Each Guarantor represents and warrants that:

     (a) Organization and Qualification. Each Guarantor is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. No Guarantor is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each Guarantor is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect.

     (b) Authorization and Enforcement. Each Guarantor has the requisite corporate power and authority to enter into the Transaction Documents to which it is a party, to consummate the transactions contemplated thereby to be consummated by it and otherwise to carry out its obligations thereunder. The execution and delivery by each Guarantor of each of

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the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby to be consummated by it have been duly authorized by all necessary action on the part of such Guarantor, and no further action is required by such Guarantor in connection therewith. Each Transaction Document to which each Guarantor is a party has been (or upon delivery will have been) duly executed by each Guarantor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

     (c) No Conflicts. The execution, delivery and performance by each Guarantor of the Transaction Documents to which it is a party and the consummation by each Guarantor of the transactions contemplated thereby to be consummated by it do not and will not: (i) conflict with or violate any provision of such Guarantor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Guarantor debt or otherwise) or other understanding to which such Guarantor is a party or by which any property or asset of such Guarantor is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which such Guarantor is subject (including federal and state securities laws and regulations), or by which any property or asset of such Guarantor is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.

     (d) Filings, Consents and Approvals. No Guarantor is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by such Guarantor of any of the Transaction Documents to which such Guarantor is a party other than such as have already been obtained.

     (e) Capitalization and Ranking. The authorized capital stock of Formwell Holdings Limited consists of 50,000 shares of common stock and no shares of preferred stock. The authorized capital stock of New Vietnam Mining Corporation consists of 100,000,000 shares of common stock and no shares of preferred stock. An aggregate of 1 share of common stock of Formwell Holdings Limited is issued and outstanding and an aggregate of 15,318 shares of common stock New Vietnam Mining Corporation are issued and outstanding, all of which are held by the Company. All of the issued and outstanding shares of each Guarantor’s capital stock have been duly authorized and validly issued and are fully paid, non-assessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. No Person has any right of first refusal, pre-emptive right, right of participation or any similar right to participate in any securities of the Guarantors. There are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or

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exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of common stock, or contracts, commitments, understandings or arrangements by which either Guarantor is or may become bound to issue additional shares of common stock, or securities or rights convertible or exchangeable into shares of common stock, other than in connection with a stock option plan of either Guarantor.

     (f) Solvency. Each Guarantor represents as to itself that it has not: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally. Each Guarantor represents as to itself that it is, and immediately after the final Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to any Person on a particular date, that on such date (1) the fair market value of the assets of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (2) the present fair salable value of the assets of such Person is greater than the amount that will be required to pay the probable liabilities of such Person on its debts as they become absolute and matured, (3) such Person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature, and (4) such Person does not have unreasonably small capital. “Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

     (g) Independent Investigation. Each Guarantor has (i) without reliance on any Guaranteed Party or any information received from any Guaranteed Party and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and the Company, the Company’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Company or the obligations and risks undertaken herein with respect to the Guaranteed Obligations; (ii) adequate means to obtain from the Company on a continuing basis information concerning the Company; (iii) full and complete access to the Transaction Documents and any other documents executed in connection therewith; and (iv) not relied and will not rely upon any representations or warranties of any Guaranteed Party not embodied herein or any acts heretofore or hereafter taken by any Guaranteed Party (including but not limited to any review by any Guaranteed Party of the affairs of the Company).

     Section 5. Notices. Each notice, request or other communication given to any party hereunder shall be given in accordance with Section 9.2 of the Securities Purchase Agreement.

     Section 6. No Implied Waivers; Remedies Not Exclusive. No failure by the Collateral Agent or a Guaranteed Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent or any Guaranteed Party of any right or remedy under any Transaction Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the

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Transaction Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

     Section 7. Successors and Assigns. This Agreement is for the benefit of the Collateral Agent on behalf of the Guaranteed Parties and the Guaranteed Parties. If all or any part of a Guaranteed Party’s interest in any Guaranteed Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Guarantors and their respective successors and assigns.

     Section 8. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by the Collateral Agent, with the consent of such Investor Representative as is required to consent thereto under Section 9.3 of the Securities Purchase Agreement.

     Section 9. Governing Law; Jurisdiction; Consent to Service of Process.

     (a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York without reference to conflicts of laws principles that would call for the application of the laws of any other jurisdiction.

     (b) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Transaction Document to which it is a party, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Transaction Document shall affect any right that any Guaranteed Party may otherwise have to bring any action or proceeding relating to any Transaction Document against any Guarantor or its properties in the courts of any jurisdiction.

     (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

     (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 15 of the Note. Nothing in any Transaction Document will affect the right of any party hereto to serve process in any other manner permitted by law.

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     Section 10. Waiver of Jury Trial EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT TO WHICH IT IS A PARTY OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     Section 11. Appointment of Agent for Service of Process.

     (a) Each of the Guarantors hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process United Corporate Services, Inc., at its offices currently located at 10 Bank Street, Suite 560, White Plains, New York 10606 (the “Process Agent”), to accept and acknowledge for and on behalf of such Guarantor service of any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such designation and appointment shall be irrevocable until all of the Release Conditions have been satisfied. Each of the Guarantors covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity.

     (b) Each of the Guarantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 9 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Guaranteed Parties and the Collateral Agent agree that, to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to each Guarantor, care of the Company, at the Company’s address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which a Guarantor shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, each of the Guarantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 10 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to such Guarantor, at the address of the Company specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which such Guarantor shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Each of the Guarantors agrees that such service (i) shall be deemed in every respect effective service of process upon itself in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itself.

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     (c) Nothing in this Section shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     Section 12. Judgment Currency.

     (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in United States Dollars into another currency, the parties hereto agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase United States Dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

     (b) The obligation of each Guarantor in respect of any sum due to any Guaranteed Party hereunder in United States Dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than United States Dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Guaranteed Party may in accordance with normal banking procedures purchase United States Dollars in the amount originally due to such Guaranteed Party with the judgment currency. If the amount of United States Dollars so purchased is less than the sum originally due to such Guaranteed Party, each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Guaranteed Party against the resulting loss; and if the amount of United States Dollars so purchased is greater than the sum originally due to such Guaranteed Party, such Guaranteed Party agrees to repay such excess.

     Section 13. Use of English Language. Any translation of this Agreement into another language shall have no interpretive effect. All documents or notices to be delivered pursuant to or in connection with this Agreement shall be in the English language or, if any such document or notice is not in the English language, accompanied by an English translation thereof, and the English language version of any such document or notice shall control for purposes hereof.

     Section 14. Headings. Section headings and the Table of Contents herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     Section 15. Severability. If any provision of any Transaction Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity, illegality or unenforceability, (ii) the other provisions of the Transaction Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Guaranteed Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (iii) the invalidity, illegality or unenforceability of any such provision in any jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

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     Section 16. Counterparts; Integration, Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Transaction Documents and any separate letter agreements with respect to fees payable to the Collateral Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement (i) will become effective when the Collateral Agent shall have signed this Agreement and received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile will be effective as delivery of a manually executed counterpart of this Agreement.

[Signatures on Next Page]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Collateral Agent: Collateral Agents, LLC
By:
	Name:
	Title:
Guarantors: FORMWELL HOLDINGS LIMITED
By:
	Name:
	Title:
NEW VIETNAM MINING CORPORATION
By:
	Name:
	Title:

[Signature Page to Guarantee Agreement]

Exhibit E

Form of Investor Questionnaire

[attached hereto]

ACCREDITED INVESTOR QUESTIONNAIRE
Olympus Pacific Minerals Inc.

INDIVIDUAL INVESTORS:

I am a natural person whose individual net worth, or joint net worth with my spouse, presently exceeds $1,000,000.

I am a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect reaching the same income level in the current year.

CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, BUSINESS TRUSTS OR OTHER ENTITIES:

I am a corporation, partnership, limited liability company, or other entity in which all of the equity owners are “accredited investors” (meeting at least one of the suitability requirements for individual investors, above).

I am a corporation, partnership, limited liability company, or a “Massachusetts” or similar business trust with total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring Units, the executive officer, manager or trustee of which has such knowledge and experience in oil and gas investing and/or financial and business matters that it is capable of evaluating the merits and risks of investing in the Units.

GRANTOR OR FAMILY TRUSTS (NOTE: Please enclose a copy of the trust agreement):

I am a revocable or family trust the settlor(s) or grantor(s) of which (i) may revoke the trust at any time and regain title to the trust assets; and (ii) meet(s) at least one of the suitability requirements for individual investors, above.

INDIVIDUAL RETIREMENT ACCOUNTS (to be initialed by participant, not the IRA custodian):

I am an individual retirement account administered in accordance with the U.S. Tax Code the participant of which meets at least one of the suitability requirements for individual investors, above.

OTHER:

I am a director or executive officer of the Company.

I otherwise qualify as an “accredited investor” for the following reason(s):

Page 1 of 2

Subscriber Representation:

In order to further induce the Company to accept this subscription, I represent and warrant the following to be true: I have a net worth of at least the amount indicated above or otherwise qualify as an “Accredited Investor” under the Act. I further represent that I satisfy any other minimum income and/or net worth standards imposed by the jurisdiction in which I reside, if different from the standards set forth in the Memorandum or any supplement thereto. If I am acting in a representative capacity for a corporation, partnership, trust or other entity, or as agent for any person or entity, I hereby represent and warrant that I have full authority to subscribe for Units in such capacity. If I am subscribing for Units in a fiduciary capacity, the representations and warranties herein shall be deemed to have been made on behalf of the person or persons for whom I am subscribing.

BY EXECUTING BELOW, I REPRESENT AND WARRANT THAT THE INFORMATION CONTAINED IN THIS QUESTIONNAIRE IS TRUE, ACCURATE AND COMPLETE.

X	X
Authorized Signature	Second Authorized Signature (if applicable)
Date	Date
Name of Signatory	Name of Signatory
Title (if applicable)	Title (if applicable)
Name of Entity (if applicable)

Page 2 of 2

Exhibit F

Form of Note Pledge Agreement

[attached hereto]

NOTE PLEDGE AGREEMENT

     This NOTE PLEDGE AGREEMENT (this “Note Pledge Agreement”), dated as of June 18, 2010, is made by the undersigned (the “Pledgor” or the “Company”) to Collateral Agents, LLC, a New York limited liability company (the “Collateral Agent”). Terms used herein and not otherwise defined herein have, as used herein, the respective meanings provided for in that certain Securities Purchase Agreement dated as of June 18, 2010 by and among the Company, Euro Pacific Capital, Inc., as placement agent and investor representative, the investors party thereto, and the Collateral Agent.

     WHEREAS, the Company is entering into the Securities Purchase Agreement, pursuant to which the Company intends to sell and issue Units, consisting of Warrants and Notes, and to use the proceeds thereof for the purposes set forth therein;

     WHEREAS, the Pledgor is willing to secure its obligations under the Transaction Documents by entering this Note Pledge Agreement; and

     WHEREAS, upon any foreclosure or other enforcement of the Security Documents, the net proceeds of the collateral pledged herein are to be received by or paid over to the Collateral Agent and applied as provided herein;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. SECURITY FOR OBLIGATIONS. This Note Pledge Agreement is made by the Pledgor for the benefit of the Collateral Agent:

     (i) to secure the Obligations;

     (ii) to secure any and all sums advanced by the Collateral Agent in order to preserve the Pledged Notes (as hereinafter defined) or to preserve its security interest in the Pledged Notes; and

     (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Company or Pledgor referred to in clauses (i) and (ii) above, after an Event of Default (such term, as used in this Note Pledge Agreement, shall mean any Event of Default under, and as defined in, the Note and shall in any event include any payment default on any of the Pledged Obligations (as hereinafter defined)) shall have occurred and be continuing, to secure the payment of the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Pledged Notes, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs;

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all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iii) of this Section 1 being herein collectively called the “Pledged Obligations.”

     2. DEFINITION OF NOTES, ETC.

     2.1 Notes. As used herein, the term “Pledged Notes” shall mean all agreements, notes, or other instruments from time to time evidencing the intercompany debt of Bong Mieu Gold Mining Company Limited and Phuoc Son Gold Company Limited (collectively, the “Borrowers”) to the Pledgor at any time pledged or required to be pledged hereunder, together with all proceeds thereof, but excluding payments to the Pledgor permitted by Section 6, including any moneys received and at the time held by the Collateral Agent hereunder.

     2.2 Principles of Interpretation. The definitions of terms herein (including those incorporated by reference to the Uniform Commercial Code (“UCC”) or to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in any Transaction Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Note Pledge Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Note Pledge Agreement.

     3. PLEDGE OF NOTES, ETC.

     3.1 Pledge. To secure the Pledged Obligations and for the purposes set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent for the benefit of the holders from time to time of the Obligations (the “Secured Parties”) a continuing security interest in all of the Pledged Notes; (ii) hereby pledges and deposits with the Collateral Agent the Pledged Notes owned by the Pledgor on the date hereof, and delivers to the Collateral Agent the agreements, notes or other instruments representing the Pledged Notes, duly endorsed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Pledged Notes), or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor’s right, title and interest in and to such Pledged Notes (and in and to the agreements, notes or other instruments evidencing such Pledged Notes), to be held by the Collateral Agent, upon the terms and conditions set forth in this Note Pledge Agreement.

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     3.2 Subsequently Acquired Notes. If the Pledgor shall acquire (by purchase or otherwise) any additional Pledged Notes at any time or from time to time after the date hereof, the Pledgor will promptly pledge and deposit such Pledged Notes (or agreements, notes or other instruments representing the Pledged Notes) as security with the Collateral Agent and deliver to the Collateral Agent the agreements, notes or other instruments representing the Pledged Notes, duly endorsed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Pledged Notes) or such other instruments of transfer as are acceptable to the Collateral Agent, and will promptly thereafter deliver to the Collateral Agent a certificate executed by a duly authorized officer of the Pledgor describing such Pledged Notes and certifying that the same has been duly pledged with the Collateral Agent hereunder for the benefit of the Secured Parties. Notwithstanding the foregoing, if the Pledgor chooses to register such Pledged Notes with the State Bank of Vietnam then delivery of such Pledged Notes shall be made promptly after such registration is effected by the State Bank of Vietnam.

     4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Collateral Agent shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Pledged Notes, which may be held, in the discretion of the Collateral Agent, in the name of the Pledgor, endorsed or assigned in blank or in favor of the Collateral Agent or any nominee or nominees of the Collateral Agent or a subagent appointed by the Collateral Agent. The Collateral Agent agrees to promptly notify the Pledgor after the appointment of any sub- agent; provided, however, that the failure to give such notice shall not affect the validity of such appointment.

     5. VOTING, ETC., WHILE NO SUBORDINATION TRIGGER PERIOD. Unless and until there shall have occurred and be continuing a Subordination Trigger Period (as defined in the Intercompany Subordination Agreement), the Pledgor shall be entitled to vote any and all voting and other consensual rights pertaining to the Pledged Notes owned by it, and to give consents, waivers or ratifications in respect thereof, provided that no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate or result in a breach of any covenant contained in this Note Pledge Agreement, the Securities Pledge Agreement, any other Transaction Document, or which could have the effect of impairing the value of the Pledged Notes or any part thereof or the position or interests of the Collateral Agent. All such rights of the Pledgor to vote and to give consents, waivers and ratifications shall cease in case a Subordination Trigger Period has occurred and is continuing, and upon the occurrence and during the continuance of an Event of Default, Section 7 hereof shall become applicable.

     6. PAYMENTS UNDER PLEDGED NOTES. Unless and until there shall have occurred and be continuing a Subordination Trigger Period, all payments in respect of the Pledged Notes shall be paid to the Pledgor. The Collateral Agent shall be entitled to receive directly, and to retain as part of the Pledged Notes all other or additional property (including cash) which may be paid in respect of the Pledged Notes by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization. Nothing contained in this Section 6 shall limit or restrict in any way the Collateral Agent’s right to receive proceeds of the Pledged Notes in any form in accordance with Section 3 of this Note

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Pledge Agreement. All payments which are received by the Pledgor contrary to the provisions of this Section 6 and of Section 7 shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of the Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Notes in the same form as so received (with any necessary endorsement).

     7. REMEDIES IN CASE OF EVENTS OF DEFAULT.

     7.1 Remedies Under Security Documents. If an Event of Default has occurred and is continuing, the Collateral Agent may exercise any and all remedies available to it under the Security Documents.

     7.2 Specific Remedies Under Security Documents. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, then and in every such case, the Collateral Agent may exercise on behalf of the Secured Parties all of the rights of a secured party under the UCC (whether in effect in the jurisdiction where such rights are exercised) with respect to the Pledged Notes and also shall be entitled, without limitation, to exercise the following rights, which the Pledgor hereby agrees are commercially reasonable:

     (a) to receive all amounts payable in respect of the Pledged Notes otherwise payable under Section 6 to the Pledgor;

     (b) to transfer all or any part of the Pledged Notes into the Collateral Agent’s name or the name or names of its nominee or nominees;

     (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, to make any demand for payment thereon);

     (d) to vote all or any part of the Pledged Notes (whether or not transferred into the name of the Collateral Agent) and to give all consents, waivers and ratifications in respect of the Pledged Notes and otherwise to act with respect thereto as though it were the outright owner thereof (the Pledgor hereby irrevocably constituting and appointing the Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and

     (e) at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Pledged Notes, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral Agent in its absolute discretion may determine, provided that at least 15 days’ notice of the time and place of any such sale shall be given to the Pledgor. The Collateral Agent shall not be obligated to make

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any such sale of the Pledged Notes regardless of whether any such notice of sale has theretofore been given.

The Pledgor hereby waives and releases to the fullest extent permitted by applicable law any right or equity of redemption with respect to the Pledged Notes, whether before or after sale hereunder, and all rights, if any, of marshalling the Pledged Notes and any other security for the Pledged Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Collateral Agent may bid for and purchase (by bidding in Pledged Obligations or otherwise) all or any part of the Pledged Notes so sold free from any such right or equity of redemption. The Collateral Agent shall not be liable for failure to collect or realize upon any or all of the Pledged Notes or for any delay in so doing nor shall the Collateral Agent be under any obligation to take any action whatsoever with regard thereto.

     8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and remedy of the Collateral Agent provided for in this Note Pledge Agreement, any other Transaction Document, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Collateral Agent of any one or more of the rights, powers or remedies provided for in this Note Pledge Agreement or any other Transaction Document or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Collateral Agent of all such other rights, powers or remedies, and no failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on the Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Collateral Agent to any other or further action in any circumstances without notice or demand.

     9. APPLICATION OF PROCEEDS. All moneys collected by the Collateral Agent upon any sale or other disposition of the Pledged Notes, together with all other moneys received by the Collateral Agent hereunder, shall be applied by the Collateral Agent in the following order of priorities: (i) to the Collateral Agent in any amount sufficient to pay in full the reasonable costs of the Collateral Agent in connection with such enforcement, including all fees, costs, expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including, reasonable attorneys’ fees; (ii) to the Collateral Agent in an amount equal to the then unpaid Pledged Obligations; and (iii) upon payment and performance in full of the Pledged Obligations, any surplus then remaining from the proceeds of the Pledged Notes to the Pledgor, or as a court of competent jurisdiction may direct.

     10. PURCHASERS OF PLEDGED NOTES. Upon any sale of the Pledged Notes by the Collateral Agent hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt of the Collateral Agent or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Notes so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the

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purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication or nonapplication thereof.

     11. COSTS. The Pledgor agrees to pay or reimburse the Collateral Agent for any and all reasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Collateral Agent’s security interest in the Pledged Notes, including all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Pledged Notes and all other reasonable fees, costs and expenses in connection with protecting, maintaining or preserving the Pledged Notes and the Collateral Agent’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Pledged Notes.

     12. FURTHER ASSURANCES; POWER-OF-ATTORNEY.

          (a) The Pledgor agrees that it will join with the Collateral Agent in executing and, at its own expense, will file and refile under the applicable UCC or other applicable law such financing statements, continuation statements and other documents in such offices as the Collateral Agent may deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Collateral Agent’s security interest in the Pledged Notes and hereby authorizes the Collateral Agent to file financing statements and amendments thereto relative to all or any part of the Pledged Notes without the signature of the Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Collateral Agent such additional conveyances, assignments, agreements and instruments as the Collateral Agent may reasonably require or deem advisable to carry into effect the purposes of this Note Pledge Agreement or to further assure and confirm unto the Collateral Agent its rights, powers and remedies hereunder. The Pledgor shall not deny or contest the enforceability or validity of this Note Pledge Agreement or the creation, priority or perfection of the Lien granted to the Collateral Agent hereunder.

          (b) The Pledgor hereby appoints the Collateral Agent the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in the Collateral Agent’s discretion solely to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Note Pledge Agreement.

          (c) Notwithstanding the provisions in this Section 12, the Collateral Agent hereby agrees that it shall (i) consult with the Pledgor in writing prior to exercising the rights granted to it pursuant to this Section 12 and (ii) unless (x) an event or condition that would, with the giving of notice or the passage of time, constitute an Event of Default or (y) an Event of Default, shall have in either case, occurred and be continuing, the Collateral Agent shall obtain the Pledgor’s written consent prior to exercising any rights under this Section 12, which consent not be unreasonably withheld, delayed or conditioned and, subject to the foregoing, be granted in a prompt and timely manner.

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     13. TRANSFER BY THE PLEDGOR. Pledgor will not sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of, the Pledged Notes or any interest therein.

     14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants that (after giving effect to the transaction contemplated in the Securities Purchase Agreement consummated on the Closing Date) (a) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Pledged Notes pledged by it hereunder, subject to no Lien (except the Lien created by this Note Pledge Agreement); (b) it has the requisite power, authority and legal right to pledge all the Notes pledged by it pursuant to this Note Pledge Agreement; (c) this Note Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) no consent of any other party (including, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (i) the execution, delivery or performance of this Note Pledge Agreement, (ii) the validity or enforceability of this Note Pledge Agreement or (iii) the perfection or enforceability of the Collateral Agent’s security interest in the Pledged Notes; (e) the execution, delivery and performance of this Note Pledge Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the organizational or other organic governing documents of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Note Pledge Agreement; (f) each of the Notes to the extent issued by the Borrowers constitutes, or when executed by the Borrowers will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may by limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (g) the pledge, collateral assignment and delivery to the Collateral Agent of the Notes pursuant to this Note Pledge Agreement creates a valid and perfected first priority Lien in the Notes, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Notes; (h) on the date hereof the Pledged Notes consist of the promissory notes described in Annex A hereto; (i) the Pledgor is the holder of record and

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sole beneficial owner of the Notes; (j) on the date hereof, the Pledgor owns no other Pledged Notes; and (k) on the date hereof, no Subsidiary has made any advance, loan or other extension of credit (contingent or otherwise) to either Borrower. The Pledgor covenants and agrees that it will defend the Collateral Agent’s right, title and security interest in and to the Notes and such proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Collateral Agent as Pledged Notes hereunder and will likewise defend the right thereto and security interest therein of the Collateral Agent.

     15. PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC. The obligations of the Pledgor under this Note Pledge Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any renewal, extension, amendment or modification of or addition or supplement to or deletion from any Transaction Document or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof, except as expressly agreed to in writing between the Pledgor and the Collateral Agent; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument, including this Note Pledge Agreement, except as expressly agreed to in writing between the Pledgor and the Collateral Agent; (c) any furnishing of any additional security to the Collateral Agent or its assignee or any acceptance thereof or any release of any security by the Collateral Agent or its assignee; (d) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Pledgor or any Subsidiary of the Pledgor, or any action taken with respect to this Note Pledge Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the Pledgor shall have notice or knowledge of any of the foregoing.

     16. TERMINATION; RELEASE.

     16.1 After the Termination Date (as defined below), this Note Pledge Agreement shall terminate, and the Collateral Agent, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Note Pledge Agreement, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Pledged Notes as may be in the possession of the Collateral Agent as have not theretofore been sold or otherwise applied or released pursuant to this Note Pledge Agreement. As used in this Note Pledge Agreement, “Termination Date” shall mean the date upon which the Obligations have been paid and performed in full.

     16.2 In the event that any part of the Pledged Notes are sold in connection with a sale upon exercise by the Collateral Agent of its remedies under the Transaction Documents and the proceeds of such sale or sales or from such release are applied in accordance with the provisions

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of Section 9 of this Note Pledge Agreement, to the extent required to be so applied, the Collateral Agent, at the request and expense of the Pledgor, will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Pledged Notes as are then being (or have been) so sold or released and have not theretofore been released pursuant to this Note Pledge Agreement.

     17. NOTICES. Each notice, request or other communication given to any party hereunder shall be given in accordance with Section 9.2 of the Securities Purchase Agreement.

     18. NO IMPLIED WAIVERS; REMEDIES NOT EXCLUSIVE. No failure by the Collateral Agent or any Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent or any Secured Party of any right or remedy under any Transaction Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the Transaction Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

     19. SUCCESSORS AND ASSIGNS. This Note Pledge Agreement is for the benefit of the Collateral Agent and the Secured Parties. If all or any part of any Secured Party’s interest in any Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation. This Note Pledge Agreement shall be binding on the Pledgor and its successors and assigns.

     20. AMENDMENTS AND WAIVERS. Neither this Note Pledge Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by the Collateral Agent, with the consent of such Investor Representative as is required to consent thereto under Section 9.3 of the Securities Purchase Agreement. No such waiver, amendment or modification shall be binding upon the Pledgor, except with its written consent.

     21. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

     21.1 This Note Pledge Agreement, shall be governed by the laws of the State of New York (without reference to conflicts of laws principles that would call for the application of the laws of any other jurisdiction), except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

     21.2 Each party hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any relevant appellate court, in any

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action or proceeding arising out of or relating to any Transaction Document to which it is a party, or for recognition or enforcement of any judgment, and each party hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Transaction Document shall affect any right that the Investor Representative may otherwise have to bring any action or proceeding relating to any Transaction Document against the Pledgor or its properties in the courts of any jurisdiction.

     21.3 Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note Pledge Agreement in any court referred to in subsection 21.2. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

     21.4 Each party hereto irrevocably consents, to the fullest extent permitted by applicable law, to service of process in the manner provided for notices in Section 17 hereof. Nothing in any Transaction Document will affect the right of any party hereto to serve process in any other manner permitted by law.

     22. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT TO WHICH IT IS A PARTY OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE PLEDGE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     23. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.

     23.1 The Pledgor hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, United Corporate Services, Inc., at its offices currently located at 10 Bank Street, White Plains, New York 10606 (the “Process Agent”), to accept and acknowledge for and on behalf of the Pledgor service of any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. With respect to the Pledgor, such

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designation and appointment shall be irrevocable until all Liens hereunder have been released pursuant to Section 16. The Pledgor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity.

     23.2 The Pledgor consents to process being served in any suit, action or proceeding of the nature referred to in Section 22 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Secured Parties and the Collateral Agent agree that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the Pledgor, at the Pledgor’s address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which the Pledgor shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Pledgor consents to process being served in any suit, action or proceeding of the nature referred to in Section 22 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the Pledgor at its address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which the Pledgor shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. The Pledgor agrees that such service (i) shall be deemed in every respect effective service of process upon itself in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itself.

     23.3 Nothing in this Section 23 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     24. JUDGMENT CURRENCY.

     24.1 If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in United States Dollars into another currency, the parties hereto agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase United States Dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

     24.2 The obligation of the Pledgor in respect of any sum due to any Secured Party hereunder in United States Dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than United States Dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Secured Party may in accordance with normal banking procedures purchase United States Dollars in the amount originally due to it with the judgment currency. If the amount of United States Dollars so purchased is less than the sum originally due to such

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Secured Party, the Pledgor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Secured Party against the resulting loss; and if the amount of United States Dollars so purchased is greater than the sum originally due to such Secured Party, such Secured Party agrees to repay such excess.

     25. USE OF ENGLISH LANGUAGE. Any translation of this Note Pledge Agreement into another language shall have no interpretive effect. All documents or notices to be delivered pursuant to or in connection with this Note Pledge Agreement shall be in the English language or, if any such document or notice is not in the English language, accompanied by an English translation thereof, and the English language version of any such document or notice shall control for purposes hereof.

     26. SEVERABILITY. If any provision of any Transaction Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity, illegality or unenforceability, (ii) the other provisions of the Transaction Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Secured Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (iii) the invalidity, illegality or unenforceability of any such provision in any jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

     27. COUNTERPARTS, INTEGRATION, EFFECTIVENESS. This Note Pledge Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Note Pledge Agreement, the other Transaction Documents and any separate letter agreements with respect to fees payable to the Collateral Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Note Pledge Agreement (i) will become effective when the Collateral Agent shall have signed this Note Pledge Agreement and received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Note Pledge Agreement by facsimile will be effective as delivery of a manually executed counterpart of this Note Pledge Agreement.

     28. VIETNAMESE LAW MATTERS. Notwithstanding any provision to the contrary contained herein but subject to the proviso at the end of this sentence, the Pledgor makes no representations, warranties or agreements regarding (a) the grant, perfection or enforcement of the security interest granted hereby under Vietnamese law, (b) its, the Collateral Agent’s or any other Person’s ability to perform any of the covenants contained herein under Vietnamese law or (c) any other matters under Vietnamese law concerning this Note Pledge

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Agreement; provided, however, that the foregoing exceptions shall not apply to Section 12(a) and Section 12(c) hereof.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Pledgor and the Collateral Agent have caused this Note Pledge Agreement to be executed by their duly authorized officers as of the date first above written.

Olympus Pacific Minerals Inc., a Canadian corporation as Pledgor
By:
	Name:
	Title:
Collateral Agents, LLC, as Collateral Agent
By:
	Name:
	Title:

[Signature Page to Note Pledge Agreement]

Annex A to
Note Pledge Agreement

PLEDGED NOTES

Date of Loan			Principal Amount
Agreement	Pledgor	Borrower	(US$)
November 1, 2006	Olympus Pacific Minerals Inc.	Bong Mieu Gold Mining Company Limited	$	5,000,000
May 1, 2008	Olympus Pacific Minerals Inc.	Bong Mieu Gold Mining Company Limited	$	5,000,000
May 1, 2004	Olympus Pacific Minerals Inc.	Bong Mieu Gold Mining Company Limited	$	10,000,000
December 1, 2005	Olympus Pacific Minerals Inc.	Bong Mieu Gold Mining Company Limited	$	5,000,000
May 17, 2005	Olympus Pacific Minerals Inc.	Bong Mieu Gold Mining Company Limited	$	2,208,443.46
June 14, 2010*	Olympus Pacific Minerals Inc.	Bong Mieu Gold Mining Company Limited	$	10,000,000
November 1, 2006	Olympus Pacific Minerals Inc.	Phuoc Son Gold Company Limited	$	3,000,000
July 1, 2007	Olympus Pacific Minerals Inc.	Phuoc Son Gold Company Limited	$	2,000,000
March 15, 2004	Olympus Pacific Minerals Inc.	Phuoc Son Gold Company Limited	$	7,000,000
November 1, 2007	Olympus Pacific Minerals Inc.	Phuoc Son Gold Company Limited	$	8,000,000
June 14, 2010*	Olympus Pacific Minerals Inc.	Phuoc Son Gold Company Limited	$	7,000,000

* This loan agreement is being registered with the State Bank of Vietnam and will not be delivered on the Closing Date but will be delivered to the Collateral Agent promptly after the Company receives the stamped copy from the State Bank of Vietnam evidencing the registration thereof.

Exhibit G

Form of BVI Pledge Agreement

[attached hereto]

BVI PLEDGE
AND SECURITY AGREEMENT

dated as of

June 18, 2010

between

OLYMPUS PACIFIC MINERALS INC.,
as the Company

and

Collateral Agents, LLC,
as Collateral Agent

TABLE OF CONTENTS

		Page
Section 1.	Definitions		1
Section 2.	Grant of Transaction Liens		4
Section 3.	General Representations and Warranties		5
Section 4.	Further Assurances; General Covenants		7
Section 5.	Specified Equity Interests		8
Section 6.	Transfer of Record Ownership		9
Section 7.	Right to Vote Securities		9
Section 8.	Right to Receive Distribution on Collateral		10
Section 9.	Remedies upon Event of Default		10
Section 10.	Application of Proceeds		12
Section 11.	[Intentionally Omitted.]		13
Section 12.	Authority to Administer Collateral		13
Section 13.	Limitation on Duty in Respect of Collateral		14
Section 14.	General Provisions Concerning the Collateral Agent		14
Section 15.	Termination of Transaction Liens; Release of Collateral		15
Section 16.	Notices		15
Section 17.	No Implied Waivers; Remedies Not Exclusive		15
Section 18.	Successors and Assigns		16
Section 19.	Amendments and Waivers		16
Section 20.	Governing Law; Jurisdiction; Consent to Service of Process		16
Section 21.	Waiver of Jury Trial		17
Section 22.	Appointment of Agent for Service of Process		17
Section 23.	Judgment Currency		18
Section 24.	Use of English Language		18
Section 25.	Severability		18
Section 26.	Counterparts, Integration, Effectiveness		19

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SCHEDULES:

Schedule 1	Specified Equity Interests Owned by the Company
Schedule 2	PPSA Information
Schedule 3	Other Governmental Registrations and Filings
Schedule 4	Disclosure Regarding Vietnamese Project Books and Records Owned by Formwell and NVMC
Schedule 5	Vietnamese Project Books and Records Business Locations
Schedule 6	Form of BVI Undertaking

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BVI PLEDGE AND SECURITY AGREEMENT

     BVI PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of June 18, 2010 by and between OLYMPUS PACIFIC MINERALS INC., a Canadian corporation (the “Company”) and Collateral Agents, LLC, as Collateral Agent. Terms used herein and not otherwise defined in subsection (b) or (c) of Section 1 herein have, as used herein, the respective meanings provided for in the Securities Purchase Agreement (described in Section 1 hereto).

     WHEREAS, the Company is entering into the Securities Purchase Agreement, pursuant to which the Company intends to sell and issue Units, consisting of Warrants and Notes, and to use the proceeds thereof for the purposes set forth therein;

     WHEREAS, the Company is willing to secure its obligations under the Transaction Documents by granting Liens on certain of its assets to the Collateral Agent as provided in the Security Documents;

     WHEREAS, the Secured Parties are not willing to purchase Units and advance funds pursuant to the Notes in accordance with the terms of the Securities Purchase Agreement, unless the foregoing obligations of the Company are secured as described above; and

     WHEREAS, upon any foreclosure or other enforcement of the Security Documents, the net proceeds of the relevant Collateral are to be received by or paid over to the Collateral Agent and applied as provided herein;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     Section 1. Definitions.

     (a) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC:

Term	UCC
Authenticate	9-102
Certificated Security	8-102
Control	8-106
Proceeds	9-102
Records	9-102

     (b) Additional Definitions. The following additional terms, as used herein, have the following meanings:

     “Agreement” has the meaning set forth in the introductory paragraph hereto.

     “Authorized Officer” shall mean any officer of the Company.

     “BVI” means the British Virgin Islands.

     “Cash Distributions” means dividends, interest and other distributions and payments (including Proceeds thereof, whether by liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

     “Collateral” is defined in Section 2.

     “Company” has the meaning set forth in the introductory paragraph hereto.

     “Contingent Obligation” means, at any time, any Obligation (or portion thereof) that is:

          (i) contingent in nature (including any guarantee) at such time; or

          (ii) an obligation to provide collateral to secure the foregoing type of obligation.

     “Deemed Principal Amount” means on the date of the issuance of a Note the USD stated principal amount set forth at the beginning of such Note, and thereafter, as of any determination date, such stated principal amount minus the aggregate Assumed Value (as defined in the Note) of Gold (as defined in the Note) deliveries theretofore made under such Note.

     “Default” means any event or condition that would, with the giving of notice or the passage of time, constitute an Event of Default.

     “Effective Date” means the date hereof.

     “Equity Interest” means (i) in the case of a corporation, any shares of its capital stock, (ii) in the case of a limited liability company, any membership interest therein, (iii) in the case of a partnership, any partnership interest (whether general or limited) therein, (iv) in the case of any other business entity, any participation or other interest in the equity or profits thereof, or (v) any warrant, option or other right to acquire any Equity Interest described in this definition.

     “Event of Default” is defined in the Note.

     “LLC Interest” means a membership interest or similar interest in a limited liability company.

     “Non-Contingent Obligation” means at any time any Obligation (or portion thereof) that is not a Contingent Obligation at such time.

     “Opinion of Counsel” means a written opinion of legal counsel (who may be counsel to the Company or other counsel, in either case approved by the Investor Representative) addressed and delivered to the Collateral Agent.

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     “own” refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire” refers to the acquisition of any such rights.

     “Partnership Interest” means a partnership interest, whether general or limited.

     “Pledged”, when used in conjunction with any type of asset, means at any time an asset of such type that is included (or that creates rights that are included) in the Collateral at such time.

     “Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

     “Receiver” means a person appointed as receiver of the Collateral by the Collateral Agent pursuant to Section 9(c).

     “Registered Agent” means the entities recorded in the Registry of Corporate Affairs of the BVI as the registered agent for each of Formwell and NVMC.

     “Release Conditions” means the following conditions for terminating all the Transaction Liens:

          (i) all Non-Contingent Obligations shall have been paid and performed in full; and

          (ii) no Contingent Obligation (other than contingent indemnification and expense reimbursement obligations as to which no claim shall have been asserted) shall remain outstanding.

     “Required Holders” means, at any time, holders of Notes holding more than fifty percent (50%) of the aggregate Deemed Principal Amount of the Notes outstanding at such time.

     “Secured Parties” means the holders from time to time of the Obligations.

     “Securities Purchase Agreement” means the Securities Purchase Agreement dated as of June 18, 2010 by and among the Company, the Guarantors party thereto, Euro Pacific Capital, Inc., as placement agent and investor representative, the investors party thereto, and the Collateral Agent.

     “Specified Equity Interests” means any Equity Interests in Formwell and NVMC.

     “Transaction Lien(s)” has the meaning set forth in Section 2(b) of this Agreement.

     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the

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priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

     “Vietnamese Project Books and Records” means all books and Records relating to either the Bong Mieu gold mining project or the Phuoc Son gold mining project (including, without limitation, asset ledgers, customer lists, files, correspondence, tapes, computer programs, print-outs, computer records, operating, mining and reserve data and records, including engineering, reserve, geological, mining, core hold, lithologic, smelting, refining and feasibility data and surveys, maps, production reports and Records).

     (c) Terms Generally. The definitions of terms herein (including those incorporated by reference to the UCC or to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in any Transaction Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement and (v) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     (d) If the Notes or any portion thereof shall have been declared to be due and payable (or shall automatically have become due and payable) as set forth in Section 6 of the Notes, then for all purposes hereof the Collateral Agent shall be deemed to have notified the Company concurrently with the occurrence of such event of its intention to exercise its rights under the Security Documents.

     Section 2. Grant of Transaction Liens.

     (a) The Company, in order to secure the Obligations under the Transaction Documents to which the Company is a party, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Company whether now owned or existing or hereafter acquired or arising and regardless of where located (the “Collateral”):

          (i) all Specified Equity Interests;

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          (ii) all Cash Distributions of the Specified Equity Interests; and

          (iii) all Vietnamese Project Books and Records.

     (b) The Liens on the Collateral (the “Transaction Liens”) are granted as security only to the Collateral Agent, for the ratable benefit of the Secured Parties, shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Company with respect to any of the Collateral or any transaction in connection therewith.

     Section 3. General Representations and Warranties. The Company represents and warrants that:

     (a) Schedule 1 lists all Specified Equity Interests owned by the Company as of the Effective Date. The Company holds all such Equity Interests directly (i.e., not through a Subsidiary or any other Person).

     (b) All Specified Equity Interests owned by the Company are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Specified Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. None of such Specified Equity Interests is subject to any option to purchase or similar right of any Person. The Company is not and will not become a party to or otherwise bound by any agreement (except the Transaction Documents) which restricts in any manner the rights of any present or future holder of any Specified Equity Interest with respect thereto.

     (c) No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by the Company is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Transaction Lien, except financing statements, registrations or other similar or equivalent documents with respect to the Transaction Liens.

     (d) The Transaction Liens on all Specified Equity Interests (i) have been validly created, (ii) will attach to each item of such Collateral on the Effective Date and (iii) when so attached, will secure all the Obligations under the Transaction Documents.

     (e) When PPSA registration statements describing the Collateral as set forth in Schedule 2 hereto have been filed in the offices specified therein, the Transaction Liens will constitute perfected security interests in the Collateral owned by the Company, prior to all Liens and rights of others therein. Except for the filing of such PPSA registration statements and the filings referred to in Section 3(f) and Section 3(g), no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens.

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     (f) This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, securing the Obligations. The Company will promptly following the execution of this Agreement cause the appropriate particulars of this Agreement in respect of the Specified Equity Interests to be entered in the share registers for each of Formwell and NVMC and will, promptly following the execution of this Agreement, also cause such registers to be filed with the Registrar of Corporate Affairs in the BVI pursuant to section 231 of the BVI Business Companies Act, 2004 of the laws of the BVI. The Company will, from time to time at the Collateral Agent’s request provide the Collateral Agent with a certified copy of the registers containing such entries. Upon such entries being made the security interest in the Specified Equity Interests will constitute a security interest in favor of the Secured Parties enforceable against third parties (including creditors of, and any liquidator or administrator appointed with respect to, the Company) prior to all Liens and rights of others therein, except for statutorily preferred claims under the laws of the BVI (“Statutory Claims”), including without limitation claims in respect of taxes, assessments or impositions, certain wages or salaries. No Statutory Claims against the Company exist as of the date hereof.

     (g) Other than the filings referred to in Section 3(e), Section 3(f) or as otherwise set forth on Schedule 3, which will be made promptly following the execution of this Agreement and which has been duly executed by the parties thereto, no authorization or approval or other action by, and no notice to or filing with, any Governmental Body or regulatory body or any other third party is required for (i) the grant by the Company of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by the Company or (ii) the maintenance or effectiveness of the security interest created hereunder (including the first priority nature of the Secured Parties’ security interest or its enforceability against third parties). Except as provided in Section 3(e), Section 3(f) or as otherwise set forth on Schedule 3, no authorization or approval or other action by, and no notice to or filing with, any Governmental Body or regulatory body or any other third party is required for the exercise by the Secured Parties of their rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement.

     (h) The pledge of Collateral made pursuant to this Agreement is not subject to any restrictions of constitutional documents relating to the Company, and to the extent that any consent or approval is required by the manager or board of directors of the Company or any other party for the pledge of the Collateral, such consent or approval has been obtained prior to execution of this Agreement. To the extent that any consent or approval is required by or from the board of directors of the Company or any other party for the transfer of the Collateral, (i) with respect to any transfer of the Collateral to the Collateral Agent, the Secured Parties or any affiliate of a Secured Party, such consent or approval has been obtained prior to the execution of this Agreement and (ii) with respect to any transfer of the Collateral to any other person, such consent or approval will be given at the time of such transfer.

     (i) Except as set forth on Schedule 4, Formwell, Bong Mieu Holdings Limited, a Thai corporation, and NVMC do not own any Vietnamese Project Books and Records.

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     Section 4. Further Assurances; General Covenants. The Company covenants as follows:

     (a) The Company will, from time to time, at the Company’s expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any filing of financing or continuation statements under the PPSA) that from time to time may be necessary or reasonably desirable, or that the Collateral Agent may request, in order to:

          (i) create, preserve, perfect, confirm or validate the Transaction Liens on the Collateral;

          (ii) cause the Collateral Agent to have Control thereof;

          (iii) enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or

          (iv) enable the Collateral Agent to exercise and enforce any of its rights, powers and remedies with respect to any of the Collateral.

To the extent permitted by applicable law, the Company authorizes the Collateral Agent to execute and file such financing statements or continuation statements without the Company’s signature appearing thereon. The Company agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Company constitutes the Collateral Agent its attorney-in-fact to execute and file all filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Transaction Liens granted by the Company terminate pursuant to Section 15. The Company will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto.

     (b) The Company will not (i) change its name or corporate structure, (ii) change its location (determined as provided in UCC Section 9-307) or (iii) become bound, as provided in UCC Section 9-203(d), by a security agreement entered into by another Person as lien grantor with respect to the Collateral, unless it shall have given the Collateral Agent prior notice thereof and delivered a certificate of an Authorized Officer with respect thereto in accordance with Section 4(c).

     (c) At least 30 days before it takes any action contemplated by Section 4(b), the Company will, at the Company’s expense, cause to be delivered to the Collateral Agent a certificate of an Authorized Officer, in form and substance reasonably satisfactory to the Collateral Agent, to the effect that (i) all financing statements and amendments or supplements thereto, continuation statements and other documents required to be filed or recorded in order to perfect and protect the Transaction Liens against all creditors of and purchasers from the Company after it takes such action (except any continuation statements specified in such certificate that are to be filed more than six months after the date thereof) have been filed or recorded in each office necessary for such purpose, (ii) all fees and taxes, if any, payable in

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connection with such filings or recordations have been paid in full and (iii) except as otherwise agreed by the Investor Representative or the Required Holders, such action will not adversely affect the perfection or priority of the Transaction Liens after it takes such action or the accuracy of the Company’s representations and warranties herein relating to the Collateral.

     (d) The Company will, promptly upon request, provide to the Collateral Agent all information and evidence concerning the Collateral that the Collateral Agent may reasonably request from time to time to enable it to enforce the provisions of the Security Documents.

     (e) The Company shall at all times keep copies of the Vietnamese Project Books and Records at the business locations set forth on Schedule 5 and at any other locations after providing 30 days notice to the Collateral Agent. The Company will permit the Collateral Agent and the Investor Representative (i) once in each twelve (12) month period and (ii) during periods of time when a Default or Event of Default has occurred and is continuing, subject to (except when a Default or Event of Default has occurred and is continuing) reasonable notice and during normal business hours, to inspect the Vietnamese Project Books and Records of the Company or any Subsidiary, and to audit and make extracts from any of the Vietnamese Project Books and Records, and to discuss with its officers, employees, agents, advisors and independent accountants the Company or such Subsidiaries’ business, financial condition, assets, prospects and results of operations. Neither the Collateral Agent, the Investor Representative nor any Secured Party shall have any duty to the Company to make any inspection, nor to share any results of any inspection or report with the Company. The Company acknowledges that all inspections and reports are prepared by the Collateral Agent, the Investor Representative and the Secured Parties are for their purposes, and neither the Company nor any Subsidiary shall be entitled to rely upon them. The Company shall reimburse the Collateral Agent and the Investor Representative for fifty percent (50%) all reasonable charges, costs and expenses of the Collateral Agent and the Investor Representative in connection with the rights granted to the Collateral Agent and the Investor Representative pursuant to this Section 4(e); provided, however, that if such rights are initiated during a Default or Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by the Company without regard to such limits.

     Section 5. Specified Equity Interests. The Company represents, warrants and covenants as follows:

     (a) Certificated Securities. On the Effective Date, the Company will deliver to the Collateral Agent as Collateral hereunder all certificates (the “Certificates”) representing Pledged Certificated Securities then owned by the Company.

     (b) Perfection as to Certificated Securities. When the Company delivers the certificates representing any Certificated Securities to the Collateral Agent and complies with Section 5(c) in connection with such delivery, (i) the Lien on such Certificated Securities will be perfected, subject to no prior Liens or rights of others, (ii) the Collateral Agent will have Control of such Pledged Certificated Securities and (iii) the Collateral Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.

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     (c) Delivery of Pledged Certificates. All Pledged Certificates, when delivered to the Collateral Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent.

     (d) Communications. The Company will promptly give to the Collateral Agent copies of any material notices and other communications received by it with respect to Pledged Securities registered in the name of the Company or its nominee.

     (e) Compliance with Applicable Foreign Laws. If and so long as the Collateral includes any Equity Interest in a legal entity organized under the laws of a jurisdiction outside the United States, the Company will take all such action as may be required under the laws of such foreign jurisdiction to ensure that the Transaction Liens rank prior to all Liens and rights of others therein.

     (f) BVI Undertaking. Without limiting the generality of the foregoing, the Company will promptly following the execution of this Agreement cause the Registered Agent for each of Formwell and NVMC to provide an undertaking in form of the undertakings set out at Schedule 6 hereto to the Collateral Agent confirming that it will abide by any steps taken by the Collateral Agent during the occurrence and continuance of an Event of Default, including without limitation updating the register of shareholders or members in accordance with any steps taken pursuant to an Event of Default.

     Section 6. Transfer of Record Ownership. At any time when an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Company in writing of its intent to enforce its security interest in the Collateral, the Collateral Agent may (and to the extent that action by it is required, the Company, if directed to do so by the Collateral Agent, will as promptly as practicable) cause each of the Pledged Securities (or any portion thereof specified in such direction) to be transferred of record into the name of the Collateral Agent or its nominee. The Company will take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section. The Collateral Agent will promptly give to the Company copies of any notices and other communications received by the Collateral Agent with respect to Pledged Securities registered in the name of the Collateral Agent or its nominee.

     Section 7. Right to Vote Securities.

     (a) Unless an Event of Default has occurred and is continuing and the Collateral Agent has notified the Company in writing of its intent to exercise its rights under the Security Documents, the Company will have the right, to vote and to give consents, ratifications and waivers with respect to any Pledged Securities owned by it, and the Collateral Agent will, upon receiving a written request from the Company, deliver to the Company or as specified in such request, such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Securities that are registered in the name of the Collateral Agent or its nominee, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default has occurred and is continuing and the Collateral

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Agent has notified the Company of its intent to exercise its rights under the Security Documents, the Collateral Agent will have no right to take any action which the owner of Pledged Securities is entitled to take with respect thereto, except the right to receive payments and other distributions but only to the extent provided herein.

     (b) If an Event of Default has occurred and is continuing and the Collateral Agent has notified the Company in writing of its intent to exercise its rights under the Security Documents, the Collateral Agent will have the right to the extent permitted by law to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Equity Interests, with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof, and the Company will take all such action as the Collateral Agent may reasonably request from time to time to give effect to such right.

     Section 8. Right to Receive Distribution on Collateral. If an Event of Default has occurred and is continuing and the Collateral Agent has notified the Company in writing of its intent to exercise its rights under the Security Documents, the Collateral Agent shall have the right to receive and to retain as Collateral hereunder all Cash Distributions and the Company shall take all such action as the Collateral Agent may deem necessary or appropriate to give effect to such right. All such Cash Distributions which are received by the Company upon the occurrence and during the continuance of an Event of Default shall be received in trust for the benefit of the Collateral Agent and the Secured Parties and, if the Collateral Agent so directs upon the occurrence and during the continuance of an Event of Default, shall be segregated from other funds of the Company and shall, forthwith upon demand by the Collateral Agent upon the occurrence and during the continuance of an Event of Default, be paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, the Collateral Agent’s right to retain Cash Distributions under this Section 8 shall cease and the Collateral Agent shall pay over to the Company any such Collateral retained by it upon the occurrence and during the continuance of an Event of Default.

     Section 9. Remedies upon Event of Default.

     (a) If an Event of Default has occurred and is continuing, the Collateral Agent may exercise (or cause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Security Documents.

     (b) Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Collateral and, in addition, the Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, withdraw all cash held by it pursuant to Section 8 and apply such cash as provided in Section 10 and, if there shall be no such cash or if such cash shall be insufficient to pay all the Obligations in full, sell or otherwise dispose of the Collateral or any part thereof. Notice of any such sale or other disposition shall be given to the Company as required by Section 12.

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     (c) Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing the Collateral Agent may appoint in writing any person or any two or more persons either jointly, severally or jointly and severally to be a Receiver of all or any of the Collateral; and

          (i) the Collateral Agent may at any time thereafter appoint in writing any additional Receiver of the Collateral and may remove a Receiver and in the case of removal, retirement or death of any Receiver may appoint another Receiver in his place;

          (ii) the Collateral Agent may fix or vary the remuneration of any Receiver;

          (iii) any Receiver appointed by the Collateral Agent will be the agent of the Company for the purpose of exercising any of the powers granted under this Agreement or by law. The Company alone shall be responsible for his acts and defaults and remuneration;

          (iv) in addition to any powers granted by law, and except to the extent specifically excluded by the terms of his appointment, the Receiver shall, without the consent of the Company, have full power to do all or any of the following provided the same is done in a commercially reasonable fashion:

          (A) to take possession of, demand, collect and get in the whole or any part of the Collateral into his own name or that of the Collateral Agent and for such purpose may complete and date the transfers of the Pledged Certificates referred to in paragraph 5 (c) above and lodge them with the Company for registration or may take proceedings of any sort in the name of the Company or otherwise;

          (B) to settle, arrange, compromise or submit to arbitration any accounts, claims questions or disputes which may arise in connection with the Collateral or in any way relating to this Agreement, and where required, execute releases or other discharges;

          (C) to sell or concur in selling, exchange, surrender, redeem or otherwise dispose of absolutely or conditionally all or any part of the Collateral for cash or on credit and whether in one lot or in parcels whether to the Company or any other person and either with or without special conditions or stipulations as to title or time or mode of payment of purchase money or otherwise and with power to allow the whole or any part of the purchase money to remain on mortgage over the property sold or over any other security or to remain owing without any security and upon other terms and conditions as the Receiver considers expedient and with full power to buy in or sell and to compel specific performance of any contract by suit in equity or otherwise and to execute assurances of the Collateral in the name and on behalf of the Company or otherwise and to do all other acts and things for completing any such sale which the Receiver deems necessary;

          (D) to give effectual receipts for dividends, purchase or redemption monies or other consideration howsoever obtained and all moneys and other assets which may come to the hands of the Receiver in the exercise of any power conferred under this

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Agreement which receipts shall exonerate any person paying or handing over those moneys or other assets from all liability and from all liability to see to the application of the same and from all liability to inquire whether the Secured Amounts have become due or payable or otherwise as to the propriety or regularity of the appointment of the Receiver;

          (E) to do all things which the Receiver considers necessary for the recovery or protection of the Collateral or for the security of the Collateral Agent or the Receiver;

          (F) to take proceedings at law or otherwise for all or any of the purposes in this clause; and

          (G) to exercise all the rights, powers and privileges of the Company in relation to the Collateral including, without limitation, the right to convene and vote at meetings of the shareholders or to appoint proxies to vote at meetings, to vote by written consent, to accept rights issues, to prove in any liquidation or schemes of arrangement or any other compositions or arrangement with or for creditors, to approve mergers or arrangements, to attend and vote at meetings of creditors, to compromise claims in relation to or arising out of the Collateral or paid on any reduction of capital and to execute any documents in the Receiver’s absolute discretion without any obligation to consult with the Company or any of them in relation to any exercise of any such right, power or privilege; and

          (v) the Collateral Agent shall not be answerable or accountable for any loss of any kind whatsoever which may happen in or about the exercise or attempted exercise of any of the powers contained under this Agreement by the Collateral Agent or the Receiver unless such loss is the result of the gross negligence of the Collateral Agent or the Receiver.

     Section 10. Application of Proceeds.

     (a) If an Event of Default has occurred and is continuing, the Collateral Agent may apply (i) any cash held by it and (ii) the proceeds of any sale or other disposition of all or any part of the Collateral, in the following order of priorities:

     first, to pay the expenses of such sale or other disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection with the Security Documents, and any other amounts then due and payable to the Collateral Agent pursuant to the Transaction Documents;

     second, to pay the stated or deemed unpaid principal amount of the Obligations ratably, until payment in full of the stated or deemed unpaid principal amount of the Obligations shall have been made (or so provided for);

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     third, to pay ratably all interest (including Post-Petition Interest) on unpaid stated or deemed principal amount of the Obligations, until payment in full of all such interest and fees shall have been made;

     fourth, to pay all other Obligations ratably, until payment in full of all such other Obligations shall have been made (or so provided for); and

     finally, to pay to the Company, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it;

The Collateral Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

     (b) In making the payments and allocations required by this Section, the Collateral Agent may rely upon information supplied to it pursuant to Section 14(c). All distributions made by the Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the Collateral Agent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it.

     Section 11. [Intentionally Omitted.]

     Section 12. Authority to Administer Collateral. The Company irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Company, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Company’s expense, to the extent permitted by law to exercise, at any time and from time to time upon the occurrence and continuance of an Event of Default, all or any of the following powers with respect to all or any of the Collateral:

     (a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,

     (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

     (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof,

     (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;

     (e) to collect, have access to and use the Vietnamese Project Books and Records owned by the Company, including, without limitation, to the extent contained in any data processing, electronic or other information systems and to take all other actions as the Collateral

13

Agent deems appropriate to fulfill the Company’s obligations under the Transaction Documents; and

provided that the Collateral Agent will give the Company at least fifteen days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

     Section 13. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral Agent in good faith, except to the extent that such liability arises from the Collateral Agent’s gross negligence or willful misconduct.

     Section 14. General Provisions Concerning the Collateral Agent.

     (a) The provisions set forth herein shall inure to the benefit of the Collateral Agent, and shall be binding upon the Company and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required Holders or the Investor Representative on behalf of the Required Holders and (iii) except as expressly set forth in the Transaction Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to the Company that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by the Company or a Secured Party.

     (b) Sub-Agents and Related Parties. The Collateral Agent may perform any of its duties and exercise any of its rights and powers through one or more sub-agents appointed by it.

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The Collateral Agent and any such sub-agent may perform any of its duties and exercise any of its rights and powers through its Affiliates. The provisions of Section 13 and this Section shall apply to any such sub-agent and to Affiliates of the Collateral Agent and any such sub-agent as if such entity was a party hereto.

     (c) Information as to Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining the amounts of the Obligations and whether an Obligation is a Contingent Obligation or not, or whether any action has been taken under any Transaction Document, the Collateral Agent will be entitled to rely on information from (i) its own records for information as to the Secured Parties, their Obligations and actions taken by them, (ii) any Secured Party (or any trustee, agent or similar representative) for information as to its Obligations and actions taken by it, to the extent that the Collateral Agent has not obtained such information from its own records and (iii) the Company, to the extent that the Collateral Agent has not obtained information from the foregoing sources.

     (d) Refusal to Act. The Collateral Agent may refuse to act on any notice, consent, direction or instruction from any Secured Party or any agent, trustee or similar representative thereof that, in the Collateral Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Collateral Agent to liability (unless the Collateral Agent shall have been indemnified, to its reasonable satisfaction, for such liability by such Secured Party) or (iii) is unduly prejudicial to any Secured Party not joining in such notice, consent, direction or instruction.

     (e) Copies of Certain Notices. Within two Business Days after it receives or sends any notice referred to in this subsection, the Collateral Agent shall send to each Secured Party copies of any notice given by the Collateral Agent to the Company, or received by it from the Company, pursuant to Section 9, 10, 12 or 15.

     Section 15. Termination of Transaction Liens; Release of Collateral.

     (a) The Transaction Liens granted by the Company shall terminate upon the satisfaction of all of the Release Conditions.

     (b) Upon any termination of a Transaction Lien or release of Collateral, the Collateral Agent will, at the expense of the Company, execute and deliver to the Company such documents as the Company shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be.

     Section 16. Notices. Each notice, request or other communication given to any party hereunder shall be given in accordance with Section 9.2 of the Securities Purchase Agreement.

     Section 17. No Implied Waivers; Remedies Not Exclusive. No failure by the Collateral Agent or any Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent or any Secured Party of any right or remedy under any Transaction Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the

15

Transaction Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

     Section 18. Successors and Assigns. This Agreement is for the benefit of the Collateral Agent and the Secured Parties. If all or any part of any Secured Party’s interest in any Obligation is assigned or otherwise transferred, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Company and its successors and assigns.

     Section 19. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by the Collateral Agent, with the consent of such Investor Representative as are required to consent thereto under Section 9.2 of the Securities Purchase Agreement. No such waiver, amendment or modification shall be binding upon the Company, except with its written consent.

     Section 20. Governing Law; Jurisdiction; Consent to Service of Process.

     (a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York (without reference to conflicts of laws principles that would call for the application of the laws of any other jurisdiction), except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

     (b) Each party hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Transaction Document to which it is a party, or for recognition or enforcement of any judgment, and each party hereto, to the fullest extent permitted by applicable law, irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Transaction Document shall affect any right that any Secured Party or the Investor Representative may otherwise have to bring any action or proceeding relating to any Transaction Document against the Company or its properties in the courts of any jurisdiction.

     (c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

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     (d) Each party hereto irrevocably consents, to the fullest extent permitted by applicable law, to service of process in the manner provided for notices in Section 15 of the Note. Nothing in any Transaction Document will affect the right of any party hereto to serve process in any other manner permitted by law.

     Section 21. Waiver of Jury Trial. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT TO WHICH IT IS A PARTY OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     Section 22. Appointment of Agent for Service of Process.

     (a) The Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process United Corporate Services, Inc., at its offices currently located at 10 Bank Street, Suite 560, White Plains, New York 10606 (the “Process Agent”), to accept and acknowledge for and on behalf of the Company service of any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. With respect to the Company, such designation and appointment shall be irrevocable until all of the Transaction Liens have been released pursuant to Section 15. The Company covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity.

     (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 21 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Secured Parties and the Collateral Agent agree that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested and by regular first class mail, to the Company, at the Company’s address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which the Company shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 21 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the Company at its address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which the

17

Company shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. The Company agrees that such service (i) shall, to the fullest extent permitted by applicable law, be deemed in every respect effective service of process upon itself in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itself.

     (c) Nothing in this Section shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     Section 23. Judgment Currency.

     (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in United States Dollars into another currency, the parties hereto agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase United States Dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

     (b) The obligation of the Company in respect of any sum due to any Secured Party hereunder in United States Dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than United States Dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Secured Party may in accordance with normal banking procedures purchase United States Dollars in the amount originally due to it with the judgment currency. If the amount of United States Dollars so purchased is less than the sum originally due to such Secured Party, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Secured Party against the resulting loss; and if the amount of United States Dollars so purchased is greater than the sum originally due to such Secured Party, such Secured Party agrees to repay such excess.

     Section 24. Use of English Language. Any translation of this Agreement into another language shall have no interpretive effect. All documents or notices to be delivered pursuant to or in connection with this Agreement shall be in the English language or, if any such document or notice is not in the English language, accompanied by an English translation thereof, and the English language version of any such document or notice shall control for purposes hereof.

     Section 25. Severability. If any provision of any Transaction Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity, illegality or unenforceability, (ii) the other provisions of the Transaction Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Secured Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (iii) the invalidity, illegality or unenforceability of any

18

such provision in any jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

     Section 26. Counterparts, Integration, Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Transaction Documents and any separate letter agreements with respect to fees payable to the Collateral Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement (i) will become effective when the Collateral Agent shall have signed this Agreement and received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile will be effective as delivery of a manually executed counterpart of this Agreement.

[Signatures on Next Page]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

OLYMPUS PACIFIC MINERALS INC., as the Company
By:
	Name:
	Title:
Collateral Agents, LLC, as Collateral Agent
By:
	Name:
	Title:

[Signature Page To BVI Pledge and Security Agreement]

SCHEDULE 1

SPECIFIED EQUITY INTERESTS
OWNED BY THE COMPANY (as of the Effective Date)

				Number of
	Jurisdiction of	Owner of	Percentage	Shares or
Issuer	Organization	Equity Interest	Owned	Units
Formwell Holdings Limited	British Virgin Islands	Olympus Pacific Minerals Inc.	100%	1
New Vietnam Mining Corp.	British Virgin Islands	Olympus Pacific Minerals Inc.	100%	15,318

S-1

SCHEDULE 2

PPSA INFORMATION

In order to perfect the Transaction Liens granted by the Company, a duly completed PPSA registration statement on Form 1C, with the collateral described as set forth below, should be on file in the office set forth below opposite the Company.

Company	Office
Olympus Pacific Minerals Inc.	Ministry of Consumer and Business Services Companies and Personal Property Security Branch 393 University Avenue, Suite 200 Toronto, Ontario M5G 2M2

DESCRIPTION OF COLLATERAL

1.	All shares of capital stock, membership interests, partnership interests and other securities or equity interests now owned or hereafter acquired by the Company in Formwell Holdings, Limited and New Vietnam Mining Corp. and all rights and privileges with respect thereto, and all dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing.
2.	The Vietnamese Project Books and Records owned by the Company.

S-2

SCHEDULE 3

OTHER GOVERNMENTAL REGISTRATIONS AND FILINGS

None.

S-3

SCHEDULE 4

DISCLOSURE REGARDING VIETNAMESE PROJECT BOOKS AND RECORDS OWNED BY FORMWELL AND NVMC

1.	Covictory Investment Agreement, dated December 9, 1988, between Covictory Investment Limited and The General Department of Mine and Geology
2.	Bong Mieu Gold Project Contract for the Establishment of a Joint Venture Enterprise, dated April 20, 1990, between Covictory Investment Limited and Mineral Development Company Ltd
3.	Joint Venture Amendment Contract, dated June 1, 1993, between Mineral Development Company and Covictory Investment Limited pursuant to which Covictory Investment Limited assigned all its rights under the agreement referenced in item 1 above to Bong Mieu Holdings Limited, a wholly-owned subsidiary of Formwell
4.	Amended Charter of Bong Mieu Gold Mining Company Limited, dated April 30, 2008 among Mineral Development Joint Stock Company, Quang Nam Mineral Industry Corporation and Bong Mieu Holdings Limited
5.	Joint Venture Agreement, dated March 5, 2003, between Mien Trung Industrial Company, the Vietnamese joint venture partner, and New Vietnam Mining Corp.
6.	Charter of Phuoc Son Gold Company Limited, dated April 30, 2008, among Quang Nam Mineral Industry Corporation, New Vietnam Mining Corp. and Phuoc Song Gold Company Limited

S-4

SCHEDULE 5

VIETNAMESE PROJECT BOOKS AND RECORDS BUSINESS LOCATIONS

1.	644 Ngo Quyen St, Da Nang, Vietnam
2.	Bong Mieu hamlet, Tam Lanh commune, Phu Ninh district, Quang Nam province, Vietnam
3.	Phuoc Son Gold Company Limited Office — Kham Duc hotel, Kham Duc town, Phuoc Son District, Quang Nam Province, Vietnam
4.	Phuoc Son Gold Company Limited Mine/Plant Site — Outside Kham Duc town, Phuoc Son district, Quang Nam province
5.	Level 11, 57 Fort Street, Auckland (until July 20, 2010) Level 1, Claymore House, 63 Fort Street, Auckland, New Zealand (after July 20, 2010)
6.	Suite 500, 10 King Street East, Toronto, Ontario M5C 1C3, Canada

S-5

SCHEDULE 6

FORM OF BVI UNDERTAKING

[To be inserted on the Registered Agent’s letterhead]

To: Collateral Agent’s LLC (the Collateral Agent”)

[To be dated the Closing Date]

     Re: [New Vietnam Mining Corp.] [Formwell Holdings Limited] (the “Company”)

Dear Sirs,

We acknowledge the creation of a pledge over all of the shares legally and beneficially owned by Olympus Pacific Minerals Inc. (“Olympus”) in the Company by way of a BVI Pledge and Security Agreement dated June 18, 2010 and made by Olympus in favour of the Collateral Agent (the “Pledge”).

We hereby undertake:

1.

to honour the terms of the Pledge; and

2.

upon receiving notice from the Collateral Agent, we will promptly (and without any further inquiry) do all things and execute any further documents or deeds as the Collateral Agent may require for the purposes of giving effect to the Collateral Agent’s rights under the Charge over Shares including, without limitation, updating the register of members to reflect any transfer of shares pursuant to the Charge over Shares, and taking instructions from the transferee of such shares.

This undertaking is governed and construed in accordance with [the laws of the British Virgin Islands].

S-3

Exhibit H

Form of Intercompany Subordination Agreement

[attached hereto]

INTERCOMPANY SUBORDINATION AGREEMENT

     This INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 18, 2010, is made by and among Olympus Pacific Minerals Inc., a Canadian corporation (“Olympus”), Formwell Holdings Limited, a British Virgin Islands company, New Vietnam Mining Corporation, a British Virgin Islands company (such corporation and companies collectively, the “Companies”), and Collateral Agents, LLC, a New York limited liability company, in its capacity as collateral agent (the “Collateral Agent”). Terms used but not defined herein have, as used herein, the respective meanings provided for in that certain Securities Purchase Agreement dated as of June 18, 2010 by and among Olympus, Euro Pacific Capital, Inc., as placement agent and investor representative, the investors party thereto, and the Collateral Agent (the “Securities Purchase Agreement”).

          WHEREAS, pursuant to the Securities Purchase Agreement, Olympus intends to sell and issue Units, consisting of Warrants and Notes, and to use the proceeds thereof for the purposes set forth therein;

          WHEREAS, each of the Companies has made or may make loans or advances from time to time to another Company;

          WHEREAS, the Companies will each benefit by the financial accommodations extended to Olympus by the Investors under the Notes;

          WHEREAS, in order to induce the Collateral Agent and the Investors to enter into the Securities Purchase Agreement and the other Transaction Documents, each Company has agreed to the subordination of such indebtedness of each other Company to such Company, upon the terms and subject to the conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations, and warranties set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

          SECTION 1. Definitions; Interpretation.

          (a) Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

          “Default” means any event or condition that would, with the giving of notice or the passage of time, constitute an Event of Default.

          “Event of Default” in defined in the Note.

          “Senior Claimholders” means the holders from time to time of the Obligations.

          “Subordinated Debt” means, with respect to each Company, all indebtedness, liabilities, and other obligations of any other Company owing to such Company in respect of any

and all loans or advances made by such Company to such other Company whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including all fees and all other amounts payable by any other Company to such Company under or in connection with any documents or instruments related thereto.

          “Subordinated Debt Payment” means any payment or distribution by or on behalf of the Companies, directly or indirectly, of assets of the Companies of any kind or character, whether in cash, property, or securities, including on account of the purchase, redemption, or other acquisition of Subordinated Debt, as a result of a collection, sale, or other disposition of collateral, or by setoff, exchange, or in any other manner, for or on account of the Subordinated Debt.

          “Subordination Trigger Period” means the period (a) commencing upon the (i) date on which the Collateral Agent or the Investor Representative has notified Olympus in writing that a Default has occurred and that a “Subordination Trigger Period” shall be in effect or (ii) occurrence of an Event of Default; and (b) continuing until such Default or Event of Default is no longer continuing.

          (b) Interpretation. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit references are to this Agreement unless otherwise specified. References to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto. References to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation referred to. The captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

          SECTION 2. Subordination to Payment of Obligations. As to each Company, all payments on account of the Subordinated Debt shall be subject, subordinate, and junior, in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment and performance in full of the Obligations.

          SECTION 3. Subordination Upon Any Distribution of Assets of the Companies. As to each Company, in the event of any payment or distribution of assets of any other Company of any kind or character, whether in cash, property, or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, arrangement, or similar proceedings or upon an assignment for the benefit of creditors, or upon any other marshaling or composition of the assets and liabilities of such other Company, or otherwise (any such event, an “Insolvency Event”): (i) all amounts owing on account of the Obligations shall first be paid in full in cash before any Subordinated Debt Payment is made; and (ii) to the extent permitted by applicable law, any

2

Subordinated Debt Payment to which any such Company would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution directly to the Collateral Agent for application to the payment of the Obligations.

          SECTION 4. Payments on Subordinated Debt.

          (a) Permitted Payments. So long as no Subordination Trigger Period has occurred and is continuing, each Company may make, and each other Company shall be entitled to accept and receive, payments on account of the Subordinated Debt in the ordinary course of business.

          (b) No Payment Upon Default. Upon the occurrence and during the continuance of any Subordination Trigger Period, no Company shall make, and no other Company shall accept or receive, any Subordinated Debt Payment unless otherwise agreed to in writing by the Collateral Agent.

          SECTION 5. Subordination of Remedies. If any Subordination Trigger Period has occurred and is continuing, no Company shall, without the prior written consent of the Collateral Agent:

          (a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Company owing to such Company;

          (b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;

          (c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Company to any other Company against any of the Subordinated Debt; or

          (d) commence, or cause to be commenced, or join with any creditor other than the Collateral Agent in commencing, any bankruptcy, insolvency, or receivership proceeding against any other Company.

          SECTION 6. Payment Over to Collateral Agent. In the event that, notwithstanding the provisions of Section 3, Section 4, and Section 5, any Subordinated Debt Payments shall be received in contravention of Section 3, Section 4, or Section 5 by any Company before all of the Obligations are paid and performed in full such Subordinated Debt Payments shall be held in trust for the benefit of the Collateral Agent and the other Senior Claimholders and shall be promptly paid over or delivered to the Collateral Agent for application to the payment in full in cash of all Obligations remaining unpaid to the extent necessary to give effect to Section 3, Section 4, and Section 5, after giving effect to any concurrent deposits of Gold (as defined in the Note), payments, or distributions to the Collateral Agent or any other Senior Claimholder in respect of the Obligations.

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          SECTION 7. Authorization of Collateral Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Company or its property: (i) the Collateral Agent hereby is irrevocably authorized and empowered (in the name of each Company or otherwise), but shall have no obligation, to demand, sue for, collect, and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Collateral Agent or any other Senior Claimholder; and (ii) each Company shall promptly take such action as the Collateral Agent reasonably may request (A) to collect the Subordinated Debt for the account of the Collateral Agent and the other Senior Claimholders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to the Collateral Agent such powers of attorney, assignments, and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (C) to collect and receive any and all Subordinated Debt Payments.

          SECTION 8. Certain Agreements of Each Company.

          (a) No Benefits. Each Company understands that there may be various agreements between the Collateral Agent, the other Senior Claimholders and any other Company evidencing and governing the Obligations, and each Company acknowledges and agrees that such agreements are not intended to confer any benefits on such Company and that neither the Collateral Agent nor any other Senior Claimholder shall have any obligation to such Company or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to them under such agreements.

          (b) No Interference. Each Company acknowledges that the other Companies have granted or may from time to time grant to the Collateral Agent, for the benefit of the Senior Claimholders, security interests in any or all of their respective assets, and each Company agrees not to interfere with or in any manner oppose a disposition of any such Collateral by the Collateral Agent in accordance with applicable law.

          (c) Reliance by the Collateral Agent and the Senior Claimholders. Each Company acknowledges and agrees that the Collateral Agent and the other Senior Claimholders will have relied upon and will continue to rely upon the subordination provisions provided for herein and the other provisions hereof in entering into the Transaction Documents.

          (d) Waivers. Except as provided under the Transaction Documents, each Company hereby waives any and all notice of the incurrence of the Obligations or any part thereof and any right to require marshaling of assets.

          (e) Obligations of Each Company Not Affected. Each Company hereby agrees that at any time and from time to time, without notice to or the consent of such Company, without incurring responsibility to such Company, and without impairing or releasing the subordination provided for herein or otherwise impairing the rights of the Collateral Agent or any other Senior Claimholder hereunder, (i) the time for any other Company’s performance of or compliance with any of its agreements contained in the Transaction Documents to which such

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Company is a party may be extended or such performance or compliance may be waived by the Collateral Agent (in accordance with the Transaction Documents); (ii) the agreements of any other Company with respect to the Transaction Documents to which such Company is a party may from time to time be modified by such Company, the Collateral Agent and the other Senior Claimholders (in accordance with the Transaction Documents) for the purpose of adding any requirements thereto or changing in any manner the rights and obligations of such Company, the Collateral Agent or the other Senior Claimholders thereunder; (iii) the manner, place, or terms for payment of Obligations or any portion thereof may be altered or the terms for payment extended, or the Obligations may be renewed in whole or in part; (iv) the maturity of the Obligations may be accelerated in accordance with the terms of any present or future agreement by any other Company, the Collateral Agent and the other Senior Claimholders (in accordance with the Transaction Documents); (v) any Collateral may be sold, exchanged, released, or substituted and any Lien in favor of the Collateral Agent or any other Senior Claimholder may be terminated, subordinated or fail to be perfected or become unperfected; (vi) any Person liable in any manner for the Obligations may be discharged, released, or substituted; and (vii) all other rights against the other Companies, any other Person, or with respect to any Collateral may be exercised (or the Collateral Agent or any other Senior Claimholder may waive or refrain from exercising such rights in accordance with the Transaction Documents).

          (f) Rights of the Collateral Agent and the Other Senior Claimholders Not to Be Impaired. No right of the Collateral Agent or any other Senior Claimholder to enforce the subordination provided for herein or to exercise its other rights hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act by any Company, the Collateral Agent or any other Senior Claimholder hereunder or under or in connection with the other Transaction Documents or by any noncompliance by the Companies with the terms and provisions and covenants herein or in any other Transaction Document to which such Company is a party, regardless of any knowledge thereof the Collateral Agent or any other Senior Claimholder may have or otherwise be charged with.

          (g) Acquisition of Liens or Guaranties. Except as permitted by the Transaction Documents, no Company shall, without the prior consent of the Collateral Agent, acquire any right or interest in or to any Collateral not owned by such Company or accept any guaranties for the Subordinated Debt.

          SECTION 9. Subrogation. Until the payment and performance in full of all Obligations, no Company shall have, nor shall it directly or indirectly exercise, any rights that it may acquire by way of subrogation under this Agreement, by any payment or distribution to the Collateral Agent or any other Senior Claimholder hereunder or otherwise. Upon the payment and performance in full of all Obligations, each Company shall be subrogated to the rights of the Collateral Agent and the other Senior Claimholders to receive payments or distributions applicable to the Obligations until the Subordinated Debt shall be paid in full and and the Senior Claimholders shall have no further rights hereunder. For the purposes of the foregoing subrogation, no payments or distributions to the Collateral Agent or any other Senior Claimholder of any cash, property, or securities to which any other Company would be entitled except for the provisions of Section 3, Section 4, or Section 5 shall, as among such Company, its creditors (other than the Collateral Agent and the other Senior Claimholders), and the other

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Companies, be deemed to be a payment by the other Companies to or on account of the Obligations.

          SECTION 10. Continuing Agreement; Reinstatement.

          (a) Continuing Agreement. This Agreement is a continuing agreement of subordination and shall continue in effect and be binding upon each Company until payment and performance in full in cash of the Obligations. The subordinations, agreements, and priorities set forth herein shall remain in full force and effect regardless of whether any party hereto in the future seeks to rescind, amend, terminate, or reform, by litigation or otherwise, its respective agreements with the other Companies.

          (b) Reinstatement. This Agreement shall continue to be effective or shall be reinstated, as the case may be, if, for any reason, any payment of the Obligations by or on behalf of any other Company shall be rescinded or must otherwise be restored by the Collateral Agent or any other Senior Claimholder, whether as a result of an Insolvency Event or otherwise.

          SECTION 11. Transfer of Subordinated Debt. No Company may assign or transfer its rights and obligations in respect of the Subordinated Debt without the prior written consent of the Collateral Agent, and any such transferee or assignee, as a condition to acquiring an interest in the Subordinated Debt shall agree to be bound hereby, in form satisfactory to the Collateral Agent.

          SECTION 12. Obligations of the Companies Not Affected. The provisions of this Agreement are intended solely for the purpose of defining the relative rights of each Company against the other Companies, on the one hand, and of the Collateral Agent and the other Senior Claimholders against the Companies, on the other hand. Nothing contained in this Agreement shall (i) impair, as between each Company and the other Companies, the obligation of the other Companies to pay their respective obligations with respect to the Subordinated Debt as and when the same shall become due and payable, or (ii) otherwise affect the relative rights of each Company against the other Companies, on the one hand, and of the creditors (other than the Collateral Agent and the other Senior Claimholders) of any Company against the other Companies, on the other hand.

          SECTION 13. Endorsement of Company Documents; New Subsidiaries; Further Assurances and Additional Acts.

          (a) Endorsement of Company Documents. At the request of the Collateral Agent, all documents and instruments evidencing any of the Subordinated Debt, if any, shall be endorsed with a legend noting that such documents and instruments are subject to this Agreement, and each Company shall promptly deliver to the Collateral Agent evidence of the same.

          (b) Further Assurances and Additional Acts. Each Company shall execute, acknowledge, deliver, file, notarize, and register at its own expense all such further agreements, instruments, certificates, financing statements, documents, and assurances, and perform such acts as the Collateral Agent reasonably shall deem necessary or appropriate to effectuate the purposes

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of this Agreement, and promptly provide the Collateral Agent with evidence of the foregoing reasonably satisfactory in form and substance to the Collateral Agent.

          SECTION 14. Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.

(a)	Olympus
	Olympus Pacific Minerals Inc.
	Suite 500, 10 King Street East
	Toronto, Ontario
	M5C 1C3 Canada
	Attention: David A. Seton
	Chairman and Chief Executive Officer
	Fax Number: (416) 572-4202
	With a copy to:
	Reed Smith LLP
	599 Lexington Avenue
	New York, New York 10022-7650
	Attention: Herb F. Kozlov, Esq.
	Fax Number: (212) 521-5450
	and
	Boyle & Co. LLP
	25 Adelaide Street East, Suite 1900
	Toronto, Ontario MSC 3A1
	Canada
	Attn: James P. Boyle
	Fax number: (416) 867-8833

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(b)	Formwell Holdings, Ltd.
	c/o Olympus Pacific Minerals Inc.
	Suite 500, 10 King Street East
	Toronto, Ontario
	M5C 1C3 Canada
	Attention: David A. Seton
	Fax Number: (416) 572-4202
	With a copy to:
	Reed Smith LLP
	599 Lexington Avenue
	New York, New York 10022-7650
	Attention: Herb F. Kozlov, Esq.
	Fax Number: (212) 521-5450
	and
	Boyle & Co. LLP
	25 Adelaide Street East, Suite 1900
	Toronto, Ontario MSC 3A1
	Canada
	Attn: James P. Boyle
	Fax number: (416) 867-8833
(c)	North Vietnam Mining Company
	c/o Olympus Pacific Minerals Inc.
	Suite 500, 10 King Street East
	Toronto, Ontario
	M5C 1C3 Canada
	Attention: David A. Seton
	Fax Number: (416) 572-4202

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	With a copy to:
	Reed Smith LLP
	599 Lexington Avenue
	New York, New York 10022-7650
	Attention: Herb F. Kozlov, Esq.
	Fax Number: (212) 521-5450
	and
	Boyle & Co. LLP
	25 Adelaide Street East, Suite 1900
	Toronto, Ontario MSC 3A1
	Canada
	Attn: James P. Boyle
	Fax number: (416) 867-8833
(d)	Collateral Agent
	Collateral Agents, LLC
	122 East 57th Street, 3rd Floor
	New York, NY 10022
	Attention: Robert Schechter, Esq.
	Fax Number: (212) 245-9102

          SECTION 15. No Waiver; Cumulative Remedies. No failure on the part of the Collateral Agent or any other Senior Claimholder to exercise, and no delay in exercising, any right or remedy specified hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified under this Agreement are cumulative and not exclusive of any other rights or remedies that may otherwise be provided by law.

          SECTION 16. Survival. All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect so long as any of the Obligations have not been paid or performed in full.

          SECTION 17. Benefits of Agreement. This Agreement is entered into for the sole protection and benefit of the parties hereto and their successors and assigns, and no other Person shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.

          SECTION 18. Binding Effect. This Agreement shall be binding upon, inure to the benefit of the parties hereto and their respective successors and permitted assigns..

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          SECTION 19. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York (without reference to conflicts of laws principles that would call for the application of the laws of any other jurisdiction), except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

          SECTION 20. SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.

          (a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Transaction Document to which it is a party, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (b) EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY OF ANY CLAIM OR CAUSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION SEEK TO ENFORCE THE FOREGOING WAIVER.

          (c) Appointment of Agent for Service of Process.

               (i) Each Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process United Corporate Services, Inc., at its offices currently located at 10 Bank Street, Suite 560, White Plains, New York 10606 (the “Process Agent”), to accept and acknowledge for and on behalf of such Company service of any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. With respect to each Company, such designation and appointment shall be irrevocable until all Obligations have been paid in full in cash. Each Company covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity.

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               (ii) Each Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 20(b) by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Collateral Agent and the other Senior Claimholders agree that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the Companies, at the Companies respective addresses specified in or pursuant to Section 14 hereof or to any other address of which any Company shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, each Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 20(b) by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to such Company at its address specified in or pursuant to Section 14 hereof or to any other address of which such Company shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Each Company agrees that such service (i) shall be deemed in every respect effective service of process upon itself in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to itself.

               (iii) Nothing in this Section 20(c) shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

          SECTION 21. Amendments and Waivers. No amendment to any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by each of the Companies and the Collateral Agent; and no waiver of any provision of this Agreement, or consent to any departure by any Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent. Any such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given.

          SECTION 22. Conflicts. In case of any conflict or inconsistency between any terms of this Agreement, on the one hand, and any documents or instruments in respect of the Subordinated Debt, on the other hand, then the terms of this Agreement shall control.

          SECTION 23. Severability. If any provision of any Transaction Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity, illegality or unenforceability, (ii) the other provisions of the Transaction Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Senior Claimholders in order to carry out the intentions of the parties thereto as nearly as may be possible and (iii) the invalidity, illegality or unenforceability of any such provision in any jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

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          SECTION 24. Interpretation. This Agreement is the result of negotiations between, and have been reviewed by the respective counsel to, the Companies, the Collateral Agent and each other Senior Claimholder and is the product of all parties hereto. Accordingly, this Agreement shall not be construed against the Collateral Agent or any other Senior Claimholder merely because of their involvement in the preparation hereof.

          SECTION 25. Counterparts; Telefacsimile Execution. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Transaction Documents and any separate letter agreements with respect to fees payable to the Collateral Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement (i) will become effective when the Collateral Agent shall have signed this Agreement and received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile will be effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 26. Representations and Warranties of the Companies. Each of the Companies hereby represents and warrants to the Collateral Agent that: (a) each of the Companies has the power and authority to execute and deliver this Agreement and perform its obligations hereunder, to own and operate its properties and assets and to carry on its business as currently conducted and as contemplated to be conducted pursuant to the terms of the Transaction Documents; (b) the execution, delivery and performance by each of the Companies of this Agreement has been duly authorized by all necessary corporate or other equivalent action on the part of such Company; and (c) this Agreement has been duly executed and delivered by each of the Companies.

[Remainder of this page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Olympus Pacific Minerals Inc.
By:
	Name:
	Title:
Formwell Holdings Limited
By:
	Name:
	Title:
New Vietnam Mining Corporation
By:
	Name:
	Title:
Collateral Agents, LLC
By:
	Name:
	Title:

[Signature Page to Intercompany Subordination Agreement]

Exhibit I

Matters Concerning the Collateral Agent

THE COLLATERAL AGENT

1. Definitions. All capitalized terms that are defined in the Securities Purchase Agreement to which this Exhibit I is attached (the “Agreement”), but not otherwise defined herein, when used herein shall have the respective meanings ascribed to those terms in the Agreement.

2. Appointment. The Investors hereby designate the Collateral Agent as their agent to act as specified in the Agreement, the Subsidiary Guaranty and the Security Documents (collectively, the “Applicable Transaction Documents”). Each Investor shall be deemed irrevocably to authorize the Collateral Agent to take such action on its behalf under the provisions of the Applicable Transaction Documents and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Collateral Agent by the terms of the Applicable Transaction Documents and such other powers as are reasonably incidental thereto. The Collateral Agent may perform any of its duties hereunder by or through its agents or employees.

3. Nature of Duties. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Applicable Transaction Documents. Neither the Collateral Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for any action taken or omitted by it as such under the Applicable Transaction Documents or in connection with therewith, be responsible for the consequence of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Collateral Agent shall be mechanical and administrative in nature; the Collateral Agent shall not have by reason of the Applicable Transaction Document a fiduciary relationship in respect of any Investor; and nothing in the Applicable Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of the Applicable Transaction Documents, except as expressly set forth herein and therein.

4. Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Investor, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Company and its Subsidiaries in connection with such Investor’s investment in the Company, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its Subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Investor with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to any Investor for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith, for the execution,

effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Applicable Transaction Documents or for the financial condition of the Company and its Subsidiaries or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Applicable Transaction Documents, the financial condition of the Company and its Subsidiaries, the value of any of the Collateral or the existence or possible existence of any default or Event of Default under the Applicable Transaction Documents.

5. Certain Rights of the Collateral Agent. The Collateral Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Investors. To the extent practical, the Collateral Agent shall request instructions from the Investors or the Investor Representative with respect to any material act or action (including failure to act) in connection with the Applicable Transaction Documents and shall be entitled to act or refrain from acting in accordance with the instructions of the Required Holders or the Investor Representative; if such instructions are not provided despite the Collateral Agent’s request therefor, the Collateral Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Investors in respect of actions to be taken by the Collateral Agent; and the Collateral Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Investor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder in accordance with the terms of the Applicable Transaction Documents and (b) the Collateral Agent shall not be required to take any action that the Collateral Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to the Applicable Transaction Documents or applicable law.

6. Reliance. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to the Applicable Transaction Documents and its duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to the Applicable Transaction Documents and its duties thereunder, upon advice of other experts selected by it. Anything herein to the contrary notwithstanding, the Collateral Agent shall have no obligation whatsoever to any Investor to assure that the Collateral exists or is owned by the Company and its Subsidiaries or is cared for, protected or insured or that the liens granted pursuant to the Applicable Transaction Documents have been properly or sufficiently or lawfully created, perfected or enforced or are entitled to any particular priority.

7. Indemnification. To the extent that the Collateral Agent is not reimbursed and indemnified by any of the Company and the Guarantors, the Investors will jointly and severally reimburse and indemnify the Collateral Agent, in proportion to their initially purchased respective stated or deemed principal amounts of Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Applicable Transaction Documents, or in any way relating to or arising out of the Applicable Transaction

Documents except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely from the Collateral Agent’s own gross negligence or willful misconduct. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require each Investor to deposit with it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action.

8. Resignation by the Collateral Agent

     (a) The Collateral Agent may resign from the performance of all its functions and duties under the Applicable Transaction Documents at any time by giving 30 days’ prior written notice (as provided in the Applicable Transaction Documents) to the Company and its Subsidiaries and the Investor Representative. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (b) and (c) below.

     (b) Upon any such notice of resignation, the Investor Representative or the Required Holders shall (with the written approval of the Company, with such approval not to be unreasonably withheld, conditioned or delayed) appoint a successor Collateral Agent hereunder.

     (c) If a successor Collateral Agent shall not have been so appointed within said 30-day period, the Collateral Agent shall then appoint a successor Collateral Agent who shall serve as Collateral Agent until such time, if any, as the Investor Representative or the Required Holders appoint a successor Collateral Agent as provided above. If a successor Collateral Agent has not been appointed within such 30-day period, the Collateral Agent may petition any court of competent jurisdiction or may interplead the Investors in a proceeding for the appointment of a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Investors, in proportion to their initially purchased respective stated or deemed principal amounts of the Notes.

9. Rights with respect to Collateral. Each Investor agrees with all other Investors and the Collateral Agent (i) that such Investor shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to the Applicable Transaction Documents), or take or institute any action against the Collateral Agent or any of the other Investors in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of the Applicable Transaction Documents) and (ii) that such Investor has no other rights with respect to the Collateral other than as set forth in the Applicable Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Applicable Transaction Documents. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Applicable Transaction Documents including this Exhibit I shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.

10. Other Activities. The Collateral Agent may generally engage in any kind of business with an Investor or the Company or any of its Subsidiaries or any Affiliate thereof as if it had not entered into this Agreement. The Collateral Agent and its Affiliates and their officers, directors, employees and agents (including legal counsel) may now or hereafter be engaged in one or more transactions with either an Investor or the Company or its Subsidiaries or may act as trustee, agent or representative of either an Investor or the Company and its Subsidiaries, or otherwise be engaged in other transactions with such parties (collectively, the “Other Activities”). Without limiting the foregoing, the Collateral Agent and its Affiliates and their officers, directors, employees and agents (including legal counsel) shall not be responsible to account to any Investor or the Company and its Subsidiaries for such Other Activities.

11. Company Not a Party Hereto. This Exhibit I does not confer any rights or benefits (excepting only the right to approve any successor Collateral Agent as provided for in Section 8(b) above) or impose any duties, obligations or liabilities upon, and shall not otherwise (other than with respect to its right to exercise such right of approval) be binding upon, the Company, the Guarantors or any other Person other than the Investors and the Collateral Agent.

Exhibit J

Form of Trust Account Agreement

[attached hereto]

00/00/00

JPMorgan Chase Bank

and

UNALLOCATED BULLION ACCOUNTS AGREEMENT

This agreement is based upon the UNALLOCATED BULLION ACCOUNTS AGREEMENT as published by the London Bullion Market Association with such modifications as are required by JPMorgan to allow the use of its eBTS Website.

THIS AGREEMENT is made on 00/00/00.

BETWEEN

(1)	JPMorgan Chase Bank a company incorporated under the laws or New York, whose principal London Office is at 125 London Wall, London EC2Y 5AJ (“we” or “us”); and
(2)	XXX a company incorporated under the laws of XXX, whose principal place of business is at XXX (“you”).

INTRODUCTION

We have agreed to open and maintain for you an Unallocated Account and to provide other services to you in connection with the Unallocated Account. This agreement sets out the terms under which we will provide those services to you and the arrangements which will apply in connection with those services.

IT IS AGREED AS FOLLOWS

1. INTERPRETATION

1.1	Definitions: In this agreement:
	“Account Balance” means, in relation to an Unallocated Account, all your rights to and interest in the balance from time to time on that Unallocated Account.
	“Availability Date” means the Business Day on which you wish to transfer or deliver Precious Metal to us for deposit into an Unallocated Account.
	“Business Day” means a day (excluding Saturdays. Sundays and public holidays) on which commercial banks generally are open for business in London and on which the London Bullion Market is open for business.
	“eBTS” means the electronic Bullion Transfer System website developed by us.
	“LBMA” means The London Bullion Market Association or its successors.
	“Precious Metal” means any and all of gold, silver and any other metal(s) as may be agreed between us.
	“Rules” means the rules, regulations, practices and customs of the LBMA, the Bank of England and such other regulatory authority or other body as shall affect the activities contemplated by this agreement.
	“Unallocated Account” means, in relation to a Precious Metal, the account(s) maintained by us in your name recording the amount of that Precious Metal which either we or you, as the case may be, have a right to call upon the other party to deliver to it
	“VAT” means value added tax as provided for in the Value Added Tax Act 1994 (as amended or re-enacted from lime to time) and legislation supplemental thereto and any other tax (whether imposed in the United Kingdom in substitution thereof or in addition thereto or elsewhere) of a similar fiscal nature.

EX-3.40

Exhibit 3.40

GLADIOLI ENTERPRISES SDN BHD

BUKIT LINTANG ENTERPRISES SDN BHD

CARINO SDN BHD

PRIORITY TRADING SDN BHD

BUROI MINING SDN BHD

GUNONG WANG MINING SDN BHD

BUKIT YOUNG GOLDMINE SDN BHD

BAU MINING LIMITED

ZEDEX MINERALS LIMITED

LING LEE SOON

JOHN BIN JAIS @ JAE

RICHARD HOU HEE PHAT

and

NATURAL KALIMANTAN GOLD SDN BHD

EXPLORATION AND SHAREHOLDERS’ AGREEMENT
RELATING TO THE BAU PROJECT

Claymore Law
Barristers & Solicitors
Level 2, Claymore House
63 Fort Street
Auckland
PH: (9) 379 3163
FAX: (9) 379 3164
EMAIL: general@claymore.co.nz

TABLE OF CONTENTS

Clause		Page
1.	Definitions		2
2.	Interpretation		12
3.	Warranties And Governmental Approval		13
4.	Covenants In Respect Of The Tenements		18
5.	Payment Of Back Rent		20
6.	Tenements		19
7.	Security For Project Loan		21
8.	Non-Engagement In Other Business Activities		21
9.	Kalimantan Gold		21
10.	Completion		22
11.	FIC Consent		26
12.	Exploration		27
13.	Funding Of Exploration		29
14.	Preference Shares		30
15.	Right Of Access To The Exploration Area		30
16.	Decision To Develop		31
17.	Withdrawal		35
18.	Project Development		36
19	Failure To Procure Finance		36
20.	Application Of Surplus Funds		37
21.	Release Of Tenements / Disposal of Land		37
22.	Miscellaneous		38
23.	Operations		39
24.	Warranty Of Authority To Act		40
25.	Training By BML		40
26.	No Partnership		40
27.	Force Majeure		40
28.	Confidentiality		41
29.	Governing Law		42
30.	Arbitration		42

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Clause		Page
31.	Place And Mode Of Arbitration		42
32.	Parties To Co-Operate		42
33.	Costs Of Agreement		43
34.	Final Cessation Of Operations		43
35.	Notices		43
36.	Assignment And Delegation		44
37.	Pre-Emptive Rights		44
38.	Sale/Transfer Of Shares		45
39.	Deed Of Assumption		46
40.	Gladioli Quarry Areas		46
41.	Default		47
42.	Counterparts		48
43.	Partial Validity		48
44.	Specific Performance		48
45.	Other Business Opportunities		48
46.	Entire Agreement		48

Schedule A — List Of Tenements	53
Schedule A — Maps	56
Schedule B — Management	61
Schedule C — Board of Directors	66
Schedule D — Expired Licences	77
Schedule E — Initial Exploration Programme	78
Schedule F — Share Capital Of Gladioli Companies	79
Schedule G — Back-Rent Owed	80
Schedule H — Power of attorney regarding Development and Mining and Ore Sale and Purchase Agreements	84
Schedule I — Intentionally left blank	89
Schedule J — Development and Mining Agreement	90
Schedule K — Ore Sale and Purchase Agreement	99
Schedule L — FIC Application Letter	105
Schedule M — Power of Attorney	109

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EXPLORATION AND SHAREHOLDERS’ AGREEMENT

THIS AGREEMENT is dated 03 NOV 2006 2006

BETWEEN

1.	GLADIOLI ENTERPRISES SDN BHD (Company No. 89270-K), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Gladioli”);
2.	BUKIT LINTANG ENTERPRISES SDN BHD (Company No. 91725-H), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Bukit Lintang”);
3.	CARINO SDN BHD (Company No. 100173-V), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Carino”);
4.	PRIORITY TRADING SDN BHD (Company No. 89740-K), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Priority Trading”);
5.	BUROI MINING SDN BHD (Company No. 35548-U), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Buroi Mining”);
6.	GUNONG WANG MINING SDN BHD (Company No. 72530-H), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Gunong Wang”);
7.	BUKIT YOUNG GOLDMINE SDN BHD (Company No. 41863-X), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Bukit Young”);
8.	BAU MINING LIMITED (Company No. 28544), a company incorporated in Samoa under the International Companies Act 1987 and having its registered office at Internist Limited, Level 1, Central Bank of Samoa Building, Beach Road, Apia, Samoa(“BML”);

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9.	ZEDEX MINERALS LIMITED (Company No. 944539), a company incorporated in New Zealand and registered as a foreign company in Australia (ARBN 107 523 428) and having its registered office at Level 2, Claymore House, 63 Fort Street, Auckland, New Zealand (“Zedex”);
10.	LING LEE SOON (Malaysian Identity Card No. 450126-13-5081) of 39, Jalan 2, Taman Sri Ukay, 68000 Ampang, Selangor, Malaysia (“Mr Ling”);
11.	JOHN BIN JAIS @ JAE (Malaysian Identity Card No. 410502-13-5151) of 2G, Lane 4, Drive 22, Jalan Chong Jin Bock, Sibu, Sarawak, Malaysia (“Mr Jae”);
12.	RICHARD HOU HEE PHAT (Singaporean Identity Card No. S0170122) (“Mr Hou”); and
13.	NATURAL KALIMANTAN GOLD SDN BHD (Company No. 666174-A), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia (“Kalimantan Gold”).

RECITALS

WHEREAS:

A.	The Gladioli Companies own the entire legal and equitable interest in the Tenements.
B.	The Gladioli Companies have offered BML and Zedex the opportunity to participate in a joint venture via Kalimantan Gold to explore, develop, and mine on the Tenements.
C.	The Gladioli Companies have agreed to assign all of their equitable and economic interests in the Bau Project to Kalimantan Gold.
D.	Gladioli, Zedex and BML have also agreed on how development and operation of any mine is to be managed.
E.	The parties hereto have agreed to enter into this Agreement to set out their agreement in relation to the above mentioned matters and to provide for the management and operation of Kalimantan Gold and the joint venture and to set out the rights and obligations of the parties hereto inter se.
F.	The Gladioli Shareholders have agreed to join in this Agreement for the purpose of providing the guarantees and/or other assurances hereinafter contained.

NOW IT IS HEREBY AGREED AND DECLARED as follows:

1. Definitions

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1.1	For the purposes of this Agreement and unless the context otherwise requires, the following expressions shall have the meanings respectively assigned to them:
	“the Act” or “the Ordinance” shall mean The Mining Ordinance, 1949 (Chapter 83), The Mining (Amended) Ordinance, 1965 (Chapter 83), The Mining Rules made under Section 99 of the Mining (Amended) Ordinance, 1965 (Chapter 83) and the Minerals Ordinance, 2004 as may be in force from time to time together with all rules and regulations for the time being in force;
	“Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a party. For the purpose of the preceding sentence, “control” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;
	“Bau Project” means the Tenements together with all geo scientific and other information and other assets relating thereto, including the Specified Assets;
	“Bukit Young Plant” means the ore processing plant located at Bau, Sarawak, which is presently owned by Bukit Young Goldmine Sdn Bhd;
	“Bumiputera” means:

(a)	For Peninsula Malaysia, a Malay individual or aborigine as defined in Article 160(2) of the Federal Constitution;
(b)	For Sabah, a native as defined in Article 161(A)(6)(b) of the Federal Constitution; and
(c)	For Sarawak, a native as defined in Article 161A(6)(a) of the Federal Constitution.

“Commercial Production Date” shall mean the date on which the rate of mining and milling of ore exceeds 25 percent of maximum budgeted continuous throughput;

“Company” means either Kalimantan Gold or the Milling Company, as the case may be;

“Completion” means completion of the issue to BML of 55% of the share capital in Kalimantan Gold pursuant to clause 10;

“Completion Date” means 3 November 2006 or such other date as BML, Zedex and Gladioli may agree in writing;

“Default Event” means, in relation to a party, the happening of any of the following events:-

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(a)	the party deals or purports to deal with any share in Kalimantan Gold or the Milling Company otherwise than in accordance with clause 37 or the provisions of the constitution of the relevant company;
(b)	the party commits a material or substantial breach of any provision of this Agreement and such breach is either incapable of being remedied or if it can be remedied it remains unremedied for a period of 30 days after notice requiring such breach to be remedied is given by another party;
(c)	without in any way limiting (b) above, the Gladioli Companies fail to execute and enter into the Ore Sale and Purchase Agreement and/or the Development and Mining Agreement as required by Clause 16.8(h);
(d)	without in any way limiting (b) above, the Gladioli Companies fail to comply with their obligations under Clause 16.7(a);
(e)	an Insolvency Event occurs in relation to that party;

A Default Event in relation to any Gladioli Company shall be deemed a Default Event by Gladioli.

“Defaulting Shareholder” means, in relation to a Default Event, the shareholder in relation to which the Default Event has occurred;

“Development Decision” means the approval by (i) BML and Zedex and (ii) majority vote of the board of Kalimantan Gold, to proceed with a Project based on a Final Feasibility Study;

“Development and Mining Agreement” means the agreement attached as Schedule J;

“Development Expenditure” shall mean the total of all costs and expenses properly incurred by or on behalf of Kalimantan Gold and the Milling Company in connection with a Project and without limiting the generality of the foregoing shall include:

(a)	all wages and salaries of personnel engaged in work in respect of a Project (whether such personnel are employed by or seconded to Kalimantan Gold or the Milling Company) for the periods for which they are so engaged plus an amount to cover superannuation, sick leave, holiday pay and other salaries and wages’ overhead and accounting and administrative and other indirect costs in respect of such personnel for such period;
(b)	all costs associated with the design, construction and operation of each Mine and Mill;
(c)	the amount charged for depreciation of fixed assets, plant and equipment used in the course of the Project against the accounts of Kalimantan Gold or the Milling Company, in accordance with IFRS;

4

(d)	costs of providing transport, maintaining material and equipment and personnel;
(e)	travel, accommodation, subsistence and reasonable out-of-pocket expenses in respect of personnel;
(f)	costs of all necessary insurances;
(g)	interest on borrowings;
(h)	fees payable to the Manager pursuant to Schedule B in connection with any Project;
(i)	fees to be paid to accountants, solicitors, engineers, geologists, metallurgists and other professional and technical consultants in respect of services performed in connection with the Project;
(j)	capital expenditure;
(k)	all other direct expenditure reasonably incurred in developing, amending and implementing each Project Programme; and
(l)	such other costs, payments and expenses as the board of directors of Kalimantan Gold or the Milling Company may from time to time agree.

“Environmental Law” means any law concerning environmental matters which regulates or affects any of the Tenements, and includes, but is not limited to, laws concerning land use, development, pollution, waste disposal, toxic and hazardous substances, conservation of natural or cultural resources and resource allocation including any law relating to exploration for or development of any natural resource;

“Environmental Liability” means any obligation, expense, penalty or fine under Environmental Law, including (but not limited to) rehabilitation and rectification work of whatsoever nature or kind;

“Expenditure” means Exploration Expenditure and Development Expenditure;

“Expired Licenses” means the expired mining leases, mining certificates, general prospecting licenses and exclusive prospecting licenses relating to the Bau Project as listed in Schedule D;

“Exploration” shall mean all activities conducted towards the discovering, location and delineation of commercial ore bodies within the Exploration Area and shall, without limitation, include the carrying out of Final Feasibility Studies and other feasibility studies and any other work necessitated by or reasonably associated with such activities or calculated to lead to a decision to develop a Project;

“Exploration Area” shall mean the area which is the subject of the Tenements from time to time;

5

“Exploration Expenditure” shall mean the total of all costs and expenses properly incurred by or on behalf of Kalimantan Gold on or in connection with Exploration and without limiting the generality of the foregoing, shall include:

(a)	all rentals and other payments to the Federal or any statutory or local government authority in respect of the Tenements;
(b)	the wages and salaries of personnel engaged in work in respect of the Exploration Area (whether such personnel are employed by or seconded to Kalimantan Gold) for the periods for which they are so engaged plus an amount to cover superannuation, sick leave, holiday pay and other salaries and wages’ overhead and accounting and administrative and other indirect costs in respect of such personnel for such period;
(c)	costs of drilling, surveys, and other services performed by contractors employed in and about such work in respect of the Exploration Area and costs of (and costs in connection with) assaying, sampling, testing, and analysing for possible exploitation of minerals mined from the Exploration Area in the course of Exploration;
(d)	the amount charged for depreciation of Kalimantan Gold’s fixed assets, plant and equipment used in the course of Exploration against the accounts of Kalimantan Gold, in accordance with IFRS;
(e)	costs of providing transport, maintaining material and equipment and personnel;
(f)	travel, accommodation, subsistence and reasonable out-of-pocket expenses in respect of personnel;
(g)	costs of all necessary insurances;
(h)	interest on borrowings (including dividends on the preference shares);
(i)	fees payable to the Manager pursuant to Schedule B in connection with Exploration;
(j)	fees to be paid to accountants, solicitors, engineers, geologists, metallurgists and other professional and technical consultants in respect of services performed in connection with the Exploration Area and the Tenements;
(k)	capital expenditure;
(1)	for the avoidance of doubt, all costs referred to in clauses 5.1 and 12.6;
(m)	all other direct expenditure reasonably incurred in developing, amending and implementing each Exploration Programme; and
(n)	such other costs, payments and expenses as the board of directors of Kalimantan Gold may from time to time determine.

6

“Exploration Programme” shall mean the Initial Exploration Programme and any subsequent programme and budget approved by the board of directors of Kalimantan Gold in respect of Exploration in accordance with the provisions of Clause 12.1(c), as revised from time to time;

“FIC” means the Foreign Investment Committee of the Economic Planning Unit of the Malaysian Prime Minister’s Department;

“Final Feasibility Study” shall mean the report which is the result of one or more comprehensive studies carried out by or on behalf of Kalimantan Gold and/or by a firm or corporation of good reputation with considerable experience in the preparation of such studies commissioned by or on behalf of Kalimantan Gold, the said study or studies to include an examination of the technical, economic and financial aspects of (a) developing and operating a Mine on any part of the Exploration Area; (b) the construction and operation of a Mill for the processing of ore produced from such Mine and (c) the sale of the processed product. The report must be of a standard sufficient to enable an informed decision to be made by the board of directors of Kalimantan Gold whether to proceed with the development of a Project and must be prepared in accordance with prevailing accepted mining industry standards and in a format which is capable of being used for the purpose of securing financing for a Project;

“Finance Period” means, where Clause 16.7(b) applies, the period of twelve months following a Development Decision, and where clause 16.7(a) applies, a period of twelve months from the date on which the Gladioli Companies and Gladioli Shareholders have complied in full with their obligations under clause 16.7(a) and economic and beneficial ownership in the relevant ore is vested in Kalimantan Gold;

“Gladioli Companies” means Gladioli, Bukit Lintang, Carino, Priority Trading, Buroi Mining, Gunong Wang and Bukit Young and “Gladioli Company” means any one of them;

“Gladioli Shareholders” means Mr Ling, Mr Jae and Mr Hou and “Gladioli Shareholder” means any one of them;

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board and, to the extent that no International Financial Reporting Standard has been issued in relation to a particular matter in issue, means internationally generally accepted accounting practice;

“Information” means all geological, geophysical, geotechnical, metallurgical and other information, data, maps, reports, studies, feasibility studies, samples, core and assay results, relating in whole or in part to the Tenements and all information and data relating to a Project;

“Initial Exploration Programme” means the Exploration Programme for the first twelve months following Completion as set out in Schedule E;

“Insolvency Event” means, in relation to a party, the happening of any of the following events:

7

(a)	a court order is made that the party be wound up, or a party is declared bankrupt;
(b)	a court order is made appointing a liquidator, or provisional liquidator in respect of the party, or one of them is appointed, whether or not under an order;
(c)	a receiver, receiver and manager, or official or statutory manager is appointed in respect of the party or the assets or undertaking of the party or any part thereof;
(d)	the party enters into, or resolves to enter into, a scheme of arrangement or composition with, or assignment for the benefit of all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;
(e)	an application for an order under Section 176(1) and/or (10) of the Companies Act, 1965 is made in relation to such party;
(f)	the party resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so;
(g)	the party is, or states that it is, unable to pay its debts as and when they become due and payable;
(h)	anything having a substantially similar effect to any of the events specified above happens under any law of any applicable jurisdiction.

“Interest Rate” means LIBOR plus 250 basis points per annum;

“LIBOR” means the London Inter-Bank Offered Rate for United States dollar denominated borrowings for 6 month terms;

“Manager” means the person appointed to manage the operations of Kalimantan Gold and/or the Milling Company pursuant to Schedule B, and any replacement manager appointed by the board of directors of Kalimantan Gold and/or the Milling Company from time to time;

“Memorandum and Articles” means the memorandum and articles of association of Kalimantan Gold reflecting the matters contained in this Agreement, which are to be finalized and agreed by BML and Gladioli prior to Completion;

“Mill” means a gold processing plant constructed and operated by or on behalf of Kalimantan Gold or the Milling Company within the Exploration Area for the processing of ore derived from a Mine so as to produce gold dore and other minerals and includes all earthworks, plant, infrastructure, accommodation, messing, offices, laboratories, and ancillary facilities and structures necessary therefore;

“Milling Company” means a company to be incorporated in Malaysia for the purposes of purchasing ore from Kalimantan Gold or the Gladioli Companies (as the

8

case may be) and operating the Mill, the shares in which are to be held 55% by BML and 45% by Gladioli as hereinafter provided;

“Mine” means a mine for gold and/or other minerals within the Exploration Area developed, equipped and operated by or on behalf of Kalimantan Gold and includes all earthworks, plant, infrastructure, accommodation, messing, offices and ancillary facilities and structures necessary therefore;

“Non-Defaulting Shareholder” means, in relation to a Default Event, the shareholder(s) which is not the Defaulting Shareholder;

Ore Sale and Purchase Agreement” means the agreement attached as Schedule K;

“Partial Withdrawal” means the withdrawal (whether voluntary or deemed pursuant to Clause 19) of BML from the Relevant Area and the surrender by Kalimantan Gold of all its rights under this Agreement with respect to the Relevant Area and the surrender by BML or the assignment by BML to Gladioli (whichever Gladioli directs) of all its rights, interest, title and benefits in and to this Agreement with respect to the Relevant Area, for an aggregate consideration of RM10.00. It includes the removal by Kalimantan Gold of all caveats lodged by Kalimantan Gold on the Tenements granted over the Relevant Area (and BML shall agree to and shall procure such removal), the transfer of the relevant Tenements to Gladioli (to the extent that such Tenements are in the name of Kalimantan Gold), the relinquishment of the Powers of Attorney (but only to the extent that the same confers rights on Kalimantan Gold with respect to the relevant Tenement(s)), the discharge by Kalimantan Gold of all security interests on such Tenements lodged pursuant to Clause 7.1(b) (and BML shall agree to and shall procure such discharge), and the doing by BML of all acts and things as may be reasonably required by Gladioli to ensure that neither BML nor Kalimantan Gold has any further rights, interest, title in or any benefit under this Agreement in respect of the Relevant Area or any gold, gold dore, ore or other products of or proceeds from Exploration of the Relevant Area. Thereafter:

(a)

BML and Kalimantan Gold shall have no further rights, obligations or interest hereunder or pursuant to any other agreement executed by the parties hereto in relation to the Relevant Area, except in respect of obligations incurred but not discharged prior thereto, or obligations referable to any act occurring prior thereto, and BML shall be deemed to have released and forever discharged the other parties from any and all future claims, demands, actions or causes of action of any kind or nature arising out of all Expenditure (insofar as such expenditure is directly referable to the Relevant Area) and any other claim in exchange for payment of the said RM10.00 to BML;

(b)

none of the Gladioli Companies nor the Gladioli Shareholders shall have any further rights, obligations or interest hereunder or pursuant to any other agreement executed by the parties hereto in relation to the Relevant Area, except in respect of obligations incurred but not discharged prior thereto, or obligations referable to any act occurring prior thereto, and each shall be deemed to have released and forever discharged BML and Kalimantan Gold from any and all future claims, demands, actions or causes of action of any kind or nature arising out of the Relevant Area, all Expenditure (insofar as such

9

	expenditure is directly referable to the Relevant Area) and any other claim relating to the Relevant Area; and
(c)	Gladioli shall be entitled to the benefit of all Information relating solely to the Relevant Area which has been derived, developed, prepared or carried out by Kalimantan Gold during the course of Exploration including any Final Feasibility Study in respect of the Relevant Area; and
(d)	BML shall write off and shall have no claim against Gladioli for any sums loaned to Gladioli which are used for the purpose of financing Gladioli’s subscription for preference shares in Kalimantan Gold under Clause 13 insofar as such sums are directly connected to Exploration Expenditure in respect of the Relevant Area.

“Powers of Attorney” means the irrevocable registrable Powers of Attorney in the form attached as Schedule M to be granted by each of the Gladioli Companies to Kalimantan Gold in respect of the Tenements, pursuant to which Kalimantan Gold will be granted the sole and exclusive power to explore, develop, and mine the Tenements and exercise all rights of the Gladioli Companies with respect to the Tenements and “Power of Attorney” means any one of them;

“Preference Share Rate” means 1.8 x the Interest Rate;

“Project” means the development, equipping and operation of a Mine or Mines and/or the construction and operation of a Mill and/or the sale of milled product;

“Project Area” means the land occupied by the Mine or Mines and the Mill;

“Project Programme” shall mean the programme and budget approved by the board of directors of Kalimantan Gold and/or the Milling Company (as relevant) in respect of a Project in accordance with the provisions of Clause 16.3, as revised from time to time;

“Related Company” has the meaning given to it in section 6 of the Companies Act 1965;

“Relevant Area”, in respect of any Partial Withdrawal, means the area the subject of a Development Decision in respect of which BML has been unable to commit or obtain finance for the relevant Project as required by clause 19.1;

“RM” or “Ringgit” means the lawful currency of Malaysia;

“Specified Assets” means the office buildings located in the area covered by ML 102, the Bukit Young Plant and the other process plant facilities and tailing dam located in the areas covered by ML 109 and 122, the previous site offices (in the Exploration Area and Tenements) used by Menzies Gold Limited and all other buildings and assets on the Exploration Area, all freehold land owned by a Gladioli Company in respect of the Bau Project and all other rights and interests of the Gladioli Companies in land the subject of the Tenements;

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“Shareholders” means Gladioli and BML while they are and remain shareholders of Kalimantan Gold or the Milling Company (as the case may be), and any other person who may in accordance with the provisions of this Agreement become the registered holder of any shares in either Kalimantan Gold or the Milling Company and “Shareholder” means any one of them;

“Tenements” means:

(a)	those mining tenements (including mining certificates, exclusive prospecting licenses and general prospecting licenses) listed in Schedule A and outlined in the maps attached to Schedule A;
(b)	any other mining tenement or mining tenements which may be granted in lieu of or relate to the same ground as the mining tenements referred to in paragraph (a);
(c)	any other mining tenement or mining tenements which may be granted to a Gladioli Company, a Gladioli Shareholder, Kalimantan Gold or a Related Company of any of the foregoing, over ground abutting (or in the area of) the mining tenements referred to in paragraphs (a) and (b); and

includes all rights associated with the mining tenements referred to in paragraphs (a), (b) and (c), all survey and technical information relating to such mining tenements and adjacent areas and other privileges appurtenant to such mining benefits.

“Withdrawal” means the voluntary total withdrawal of BML from this Agreement and the surrender by Kalimantan Gold of all its rights under this Agreement in relation to the Tenements and the surrender by BML or the assignment by BML to Gladioli (whichever Gladioli directs) of all its rights, interest, title and benefits in and to this Agreement (except as noted in paragraph (e)), for an aggregate consideration of RM10.00. It includes the removal by Kalimantan Gold of all caveats lodged by Kalimantan Gold on the Tenements (and BML shall agree to and shall procure such removal), the transfer of the Tenements in the name of Kalimantan Gold to Gladioli, the relinquishment of the Powers of Attorney, the discharge by Kalimantan Gold of all security interests on the Tenements lodged pursuant to Clause 7.1(b) (and BML shall agree to and shall procure such discharge), and the doing by BML of all acts and things as may be reasonably required by Gladioli to ensure that neither BML nor Kalimantan Gold has any further rights, interest, title in or any benefit under this Agreement (except as noted in paragraph (e)), the Tenements, any Final Feasibility Study in respect of the Tenements, or any gold, gold dore, ore or other products of or proceeds from Exploration. Thereafter:

(a) BML and Kalimantan Gold shall have no further rights, obligations or interest hereunder or pursuant to any other agreement executed by the parties hereto in relation to the Tenements, except in respect of obligations incurred but not discharged prior thereto, or obligations referable to any act occurring prior thereto, and BML shall be deemed to have released and forever discharged the other parties from any and all future claims, demands, actions or causes of action of any kind or nature arising out of all Expenditure (insofar as such

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	expenditure is referable to the Tenements) and any other claim in exchange for payment of the said RM10.00 to BML;
(b)	none of the Gladioli Companies nor the Gladioli Shareholders shall have any further rights, obligations or interest hereunder or pursuant to any other agreement executed by the parties hereto in relation to the Tenements, except in respect of obligations incurred but not discharged prior thereto, or obligations referable to any act occurring prior thereto, and each shall be deemed to have released and forever discharged BML and Kalimantan Gold from any and all future claims, demands, actions or causes of action of any kind or nature arising out of this Agreement, all Expenditure (insofar as such expenditure is referable to the Tenements) and any other claim;
(c)	Gladioli shall be entitled to the benefit of all Information relating to the Tenements which has been derived, developed, prepared or carried out by Kalimantan Gold during the course of Exploration (including any Final Feasibility Study in respect of the Tenements) or in undertaking a Project;
(d)	BML shall write off and shall have no claim against Gladioli for any sums loaned to Gladioli which are used for the purpose of financing Gladioli’s subscription for preference shares in Kalimantan Gold under Clause 13; and
(e)	this Agreement shall terminate, provided that clauses 3.3, 4.3, 21.4, 28, paragraph 9 of Schedule B and all other provisions which are intended to survive termination of this Agreement shall remain in force notwithstanding such termination.

2.	Interpretation
2.1	Words importing the singular shall include the plural and vice versa; reference to persons shall include corporations; all headings in this Agreement have been inserted for convenience only and shall not affect the interpretation thereof.
2.2	All references to a statute or to any guideline or directive, or any Section of, Schedule to or other provision of a statute, guideline or directive, include any modification, extension, re-enactment or replacement thereof in force at any particular time and in respect of a statute includes all regulations, rules, orders, directives, notices and other instruments then in force and made under or deriving validity from the relevant statute or Section.
2.3	Words importing any gender include the other genders.
2.4	No waiver of any provision of this Agreement nor consent to any departure therefrom, by any of the parties hereto shall be effective unless the same shall be in writing and then such waiver or consent shall be effective only in the specific instance and for the purpose for which it is given. No default or delay on the part of any of the parties hereto in exercising any rights, powers or privileges hereunder shall operate as a waiver thereof or of any other right hereunder; nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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2.5	Where, by virtue of the provisions of this Agreement, the day on or by which any act, matter or thing is to be done is a Saturday, a Sunday or a public holiday in the place in which the act, matter or thing is to be done, it may be done on the next succeeding day which is not a Saturday, a Sunday or a public holiday.
2.6	This Agreement shall be binding on the successors-in-title of the parties hereto and where the context so admits shall include the assigns and the persons or corporations deriving title under them respectively.
2.7	All Schedules and Annexures to this Agreement shall be taken read and construed as an essential part of this Agreement.
2.8	References to Clauses and Schedules are to be construed as references to Clauses of and Schedules to this Agreement.
2.9	Any covenant not to do anything also constitutes an obligation not to suffer, permit, or cause that thing to be done.
2.10	Unless otherwise stated in this Agreement, where two or more persons or parties are included or comprised in any expression, agreement, covenant, term, stipulation or undertaking expressed to be made to such persons, such expression, agreement, covenant, term, stipulation or undertaking shall be enforceable by such persons or parties jointly and severally and any expression, agreement, covenant, term, stipulation or undertaking expressed to be made by or on the part of such persons or parties shall be deemed to be made by and be binding upon such persons or parties severally.
2.11	Any reference in this Agreement to an instrument shall be construed so as to include any other instrument amending or substituting such instrument or supplemental to such instrument.
3.	Warranties And Governmental Approval
3.1	Each of the Gladioli Companies and the Gladioli Shareholders (in each case jointly and severally) warrants to and for the benefit of each of BML and Kalimantan Gold and, from its incorporation, the Milling Company, that:

(a)	subject to clause 40, no person or entity (other than BML and Kalimantan Gold) has been granted any right or interest (conditional or otherwise) over or in respect of the Bau Project or the Tenements and all rights and interest in the Bau Project and the Tenements are vested solely and absolutely in the Gladioli Companies;
(b)	the issued share capital of each of Kalimantan Gold and the Gladioli Companies is as set out in Schedule F and there are no options, warrants or other rights granted over the issued or unissued share capital of any of those companies except as disclosed in Schedule F;

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(c)	legal and beneficial ownership of the shares in the Gladioli Companies vests solely and absolutely in the Gladioli Shareholders and none of the Gladioli Shareholders holds any such shares on trust for any third person;
(d)	there is not presently pending against a Gladioli Company any action, suit, claim, dispute or other proceeding that may prevent the Gladioli Companies from completing their obligations as described in this Agreement and no Gladioli Company has notice of any such proceeding now or in contemplation by any person;
(e)	no Gladioli Company is under an obligation to third parties, contractual or otherwise, which would inhibit or prevent it from performing any or all of its obligations under this Agreement;
(f)	no receiver or other administrator has been appointed over the whole or any part of the assets or undertakings of a Gladioli Company and no such appointment has been threatened or is envisaged;
(g)	no Gladioli Company is in bankruptcy or official management and no order, petition, application, meeting or resolution has been made, presented, brought, called or passed for the purpose of bankrupting or winding up a Gladioli Company or placing any of them in official management;
(h)	no Gladioli Company is insolvent or otherwise unable to pay its debts, and there is no unfulfilled or unsatisfied judgment or court order outstanding against any Gladioli Company;
(i)	except for inter-company debts there is no debt or other obligation owed by a Gladioli Company to any third party (including any shareholder, officer or employee), which has the potential materially to reduce its value;
(j)	there has been no contravention of any law in consequence of which an unfavorable judgment, decision, ruling or order might materially or adversely affect the Bau Project or its assets, including the Tenements and each of the Tenements is in good standing;
(k)

(i)	renewals of the Expired Licenses are being processed by the relevant government departments and the Expired Licenses will be renewed by the relevant authorities, subject to the prevailing laws and regulations of Malaysia from time to time;
(ii)	the terms of the renewed Expired Licences will be no less favourable (on a best endeavours basis) to the licence holder than the terms of the original Expired Licences;

(1) it has done and will continue to do all things necessary to obtain renewals of the Expired Licenses and it will not do or permit or allow anything to be done which might delay or prevent any such renewal;

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(m)	Schedule D contains a complete and accurate summary of the current status of each Expired Licence;
(n)	other than the Expired Licences (and except for ML101 which is still awaiting renewal application and ML 102 (approved for renewal on 7 July 2004) which is awaiting reissuance due to a mapping error when first issued), all Tenements are current and in good standing and the relevant Gladioli Company has complied with all of its obligations under such Tenements (including obligations under applicable laws and regulations). For avoidance of doubt, the Sarawak Government through its proper licensing authority, Department of Lands and Surveys has issued approvals of the renewals of the said mining leases under the new format and the relevant Gladioli Companies have complied with the terms and conditions of the mining leases renewed thereby permitting the Gladioli Companies to carry out mining operations within the areas as delineated in each of maps attached to each of the respective mining leases approved for renewals. The Gladioli Companies shall indemnify BML and Kalimantan Gold from and against any loss (including loss of profits and lost opportunities) or damage they suffer or incur on account of not being allowed by Sarawak Government to carry out mining operations within the areas of mining leases approved under the renewals to the relevant Gladioli Companies Provided Always that such indemnity will not apply in respect of any loss or damage suffered or incurred as a result of BML or Kalimantan Gold failing to comply with all relevant requirements of Mining Rule 1995 and all other relevant rules and regulations in respect of such mining leases;
(o)	each of the mining leases listed in Part A of Schedule A has been issued on the dates referred to in Schedule A;
(p)

(i)	the mining certificates listed in Part B of Schedule A which are due to expire on or before 31 December 2008 will be renewed subject to requirements of relinquishment of areas as required by prevailing laws and regulations;
(ii)	the terms of the renewed mining certificates referred to in (i) above will be no less favourable (on a best endeavours basis) to the licence holder than the terms of the existing mining certifcates;

(q)	it is not aware of any facts which may render any of the Tenements liable to forfeiture;
(r)	no governmental or regulatory body has threatened to revoke any Tenement and there are no governmental actions or proceedings, disputes, litigation, claims or causes of action in existence or likely to arise in relation to the Tenements;
(s)	the Gladioli Companies are and will remain for the term of this Agreement the sole legal holder of the Tenements and the Specified Assets (in each case free

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	and clear of any liens, demands, claims or encumbrances or other interests in favour of any person whatsoever);
(t)	Kalimantan Gold is and will remain the sole beneficial owner of the Bau Project free and clear of any liens, demands, claims or encumbrances or other interests in favour of any person whatsoever;
(u)	Gladioli is, and will immediately prior to Completion be, legally and beneficially entitled to all of the issued share capital of Kalimantan Gold;
(v)	Kalimantan Gold has not traded and has no liabilities and will, at Completion, have no liabilities (contingent or otherwise);
(w)	Kalimantan Gold has not entered into any contracts, arrangements or understandings with any person and will not enter into any such contracts, arrangements or understandings prior to Completion (other than this Agreement or contracts to be entered into pursuant to it);
(x)	Kalimantan Gold does not have and will not, at Completion, have any subsidiaries or ownership interests in any company, joint venture or partnership;
(y)	Kalimantan Gold has not granted, and will not prior to Completion grant, any security interests or other rights over or in respect of its assets and all of its assets are, and will at Completion be, free from encumbrances;
(z)	the information in this Agreement (including in the background and in the appendices and schedules) is true and correct in all respects;
(aa)	all information which has been given in writing by or on behalf of any Gladioli Company (whether by any director, agent, professional advisor or other person) to BML or any director, shareholder, agent, professional advisor or other representative of BML was, when given, and is, true, complete and accurate in all material respects. Provided always that due to the inherent nature of exploration and mining the interpretation of drilling results, calculations of measured reserves and metallurgical studies or recoveries done by third party consultants or other professional firms will always be subjective;
(bb)	it is not aware of any material circumstances or facts which have not been disclosed in writing to BML or Zedex Minerals Limited prior to the date of this Agreement and which might reasonably be expected materially and adversely to affect the Tenements or their profitability, or which might otherwise be material to a purchaser of the Tenements or the purchaser of an interest in the Bau Project;
(cc)	the Gladioli shareholder(s) who currently hold and who will hold a 45% interest in Kalimantan Gold and in the Milling Company (once incorporated) following Completion will be Bumiputera so that Kalimantan Gold and if relevant, the Milling Company will at and from Completion comply with the

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	FIC Guidelines regarding a minimum 30% effective voting interest held by Bumiputeras;
(dd)	the Gladioli Companies have complied, in all respects, with all Environmental Laws and are not required to pay any monies in respect of any Environmental Liability relating to the Tenements which has not been disclosed in writing to BML or Zedex Minerals Limited prior to the date hereof;
(ee)	all covenants, obligations and conditions attaching or related to the Tenements have been disclosed to BML and have been complied with or performed and the holder has the right to continued enjoyment of the Tenements; and
(ff)	save as expressly disclosed in the Tenements’ conditions or the Act or as hereinafter provided, there are no governmental or other consents necessary for BML or Kalimantan Gold or any other party to enter into and carry out its obligations under this Agreement except for subsidiary applications under mining leases and mining certificates necessary for geologists and others in carrying out field works and for the necessary prior notice to be given to the District Office and to the nearest police stations in respect of the areas targeted for Exploration or for a Project;
(gg)	save for the various tenements listed in Schedule A, it does not have any direct or indirect legal, beneficial, or financial interest of any kind in any mining tenements (or applications for mining tenements) in any part of Sarawak, Malaysia.

3.2	Each of the warranties in clause 3.1 is given as at the date of this Agreement and is deemed to be repeated through to and at Completion with reference to the facts then existing and each of the warranties is to be construed independently of the others and is not limited by reference to any of the others.
3.3	The Gladioli Companies and the Gladioli Shareholders shall indemnify and keep BML indemnified against all material loss, damage and costs suffered or incurred by BML by reason of the warranties or representations contained in clause 3.1 proving to be incorrect.
3.4	The Gladioli Companies and the Gladioli Shareholders will immediately disclose to BML any matter or thing which arises or becomes known to any of them prior to Completion which is inconsistent with any of the warranties in clause 3.1 or which might render any of them misleading or incorrect. BML may terminate this Agreement by notice in writing to the Gladioli Companies given prior to Completion if any of the warranties in clause 3.1 is untrue or inaccurate in any material respect.
3.5	The Gladioli Companies and the Gladioli Shareholders acknowledge that BML has entered into this Agreement in reliance on the warranties in clause 3.1.
3.6	Each of the Gladioli Shareholders jointly and severally warrant and undertake to BML that they have not granted any rights or other interests in, or created any encumbrances over, their shares in the Gladioli Companies.

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3.7 The Gladioli Shareholders and the Gladioli Companies jointly and severally covenant and agree with BML that:

(a)	none of the Gladioli Companies will issue any further shares or securities for the term of this Agreement without first obtaining the consent in writing of BML, which consent shall not be unreasonably withheld;
(b)	(where relevant (and except for any transmission of its shares as required by law)) none of the Gladioli Shareholders shall transfer, create any trust in respect of or otherwise deal in any way with their shares or securities of a Gladioli Company without first obtaining the consent in writing of BML, which consent shall not be unreasonably withheld; and
(c)	they will not do (or permit or allow to be done) anything whatsoever which will cause or result in Kalimantan Gold or, from its incorporation, the Milling Company, ceasing to meet the minimum Bumiputera shareholding requirements as prescribed by the FIC guidelines and any conditions attached to the FIC consent(s).

3.8	Each of the Gladioli Shareholders severally covenants and agrees with BML that he will not at any time whilst this Agreement remains in force exercise his voting rights in a Gladioli Company, whether as a shareholder therein or a director thereof so as to cause or permit that company to commit any breach of or fail to fulfill any obligation undertaken by it hereunder or under any agreement to which it is a party and which is contemplated hereby. In addition, each Gladioli Shareholder covenants to procure that each Gladioli Company complies with its obligations under this Agreement.
3.9	Without limiting clause 3.3 above, the Gladioli Companies and the Gladioli Shareholders shall indemnify and keep BML and Kalimantan Gold indemnified from and against all loss (including loss of profits and lost opportunities), damage and costs suffered or incurred by each of BML and Kalimantan Gold by reason of the mining leases referred to in Part A of Schedule A not being current and in good standing and the Gladioli Companies not being able to rectify any defects in such Tenements within 12 months of BML requesting that it do so.
4.	Covenants in Respect of the Tenements
4.1	Each of the Gladioli Companies covenants in respect of the Tenement or Tenements held by it in favour of BML and Kalimantan Gold that at all times during the term of this Agreement:

(a)	it shall provide all such assistance as may be reasonably required by Kalimantan Gold and the Manager to ensure that each of the Tenements shall at all times be maintained in good standing and in full force and effect;
(b)	it shall do everything necessary to comply with the terms of the Tenements and the Act and will not willfully do or neglect to do any act which may prejudice the Tenements;

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(c)	it shall procure that no mortgage, charge, or other encumbrance shall be granted over any of the Tenements or the Specified Assets other than (1) as granted by or on behalf of Kalimantan Gold pursuant to the Powers of Attorney or (2) where required by law, direction, regulation, or other official requirement of the Sarawak or the Federal Government;
(d)	it will not transfer, sell, assign or otherwise dispose of or attempt to transfer, sell, assign or otherwise dispose of all or any interest in the Tenements or the Specified Assets (including, for the avoidance of doubt, any interest in any land forming part of the Exploration Area) other than (1) with the prior written consent of Kalimantan Gold (which consent it may withhold in its absolute discretion), or (2) where required by law, direction, regulation or other official requirement of the Sarawak or the Federal Government. In the former case, it shall also procure that such assignee shall covenant by deed to be bound by this Agreement as if named herein as a Gladioli Company;
(e)	it shall assist Kalimantan Gold and the Manager with the renewal of the Expired Licences, the renewals of the mining leases listed in Part A of Schedule A and the renewals of the mining certificates listed in Part B of Schedule A and each Gladioli Company covenants that exploration, drilling and mining operations on the Tenements will not be affected by such renewal process;
(f)	it shall procure that all beneficial interest in the Tenements and the Specified Assets remains vested in Kalimantan Gold at all times and (except as expressly permitted pursuant to this Agreement) the Gladioli Companies shall not do anything with or in relation to the Tenements and Specified Assets except with the prior written consent of Kalimantan Gold as beneficial owner of the same;
(g)	it shall, immediately following formal issue of a Tenement in its name and otherwise as and when requested by BML, execute a Power of Attorney in favour of Kalimantan Gold in respect of each Tenement held by it and shall deliver such original executed Power of Attorney to Kalimantan Gold for registration and shall execute such other documents and do all such other things as may be required to ensure that such Power of Attorney is registrable, valid and effective; and
(h)	it will not revoke, or purport or attempt to revoke, the Powers of Attorney, or challenge in any way the validity or enforceability of any Power of Attorney or any action taken by or on behalf of Kalimantan Gold pursuant to the authority granted to it under the Powers of Attorney.

4.2	Each Gladioli Company agrees that it shall, if the law so permits, allow a caveat to be lodged by Kalimantan Gold against its Tenements and title to land owned by it in the Exploration Area.
4.3	Each of the Gladioli Shareholders and the Gladioli Companies agrees to indemnify and keep indemnified each of BML, Kalimantan Gold, (from its incorporation) the Milling Company, and their respective Affiliates from and against all liabilities

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(including Environmental Liabilities), losses, costs, expenses, claims, demands, and proceedings of whatsoever nature which they may suffer or incur as a result of or in connection with:

(a)	any act, omission, matter, or event occurring prior to the Completion Date in connection with the Bau Project and/or the Tenements;
(b)	any activities undertaken on or adjacent to the Exploration Area prior to the Completion Date (whether undertaken by a Gladioli Company, a Gladioli Shareholder, or a third party);
(c)	any asset, structure (including, without limitation, any tailings dam) or facility located on the Exploration Area as at the Completion Date.

5.	Payment of Back Rent
5.1	On Completion BML will (on behalf of Kalimantan Gold) (and Zedex shall procure that BML will) reimburse Gladioli RM12,436 and pay RM828,046 to the relevant authorities being the amount of back rent specified in Schedule G. Such funds shall be deemed to be a loan from BML to Kalimantan Gold bearing interest at the Preference Share Rate and shall be deemed Exploration Expenditure. For the avoidance of doubt, this loan from BML to Kalimantan Gold is for paying the back rents to the Sarawak Government specified aforesaid and BML is not a money lender nor in that line of business.
6.	Tenements
6.1	Each of the Gladioli Companies hereby irrevocably grants Kalimantan Gold the right to explore, develop, and mine the Tenements.
6.2	Each party hereby covenants in favour of the other parties that at all times it shall refrain from willfully doing any act or willfully failing to do any act which may endanger any of the Tenements or render any of the Tenements liable for non-renewal.
6.3	Each party shall assist the other parties in maintaining the Tenements in good standing and in seeking renewal thereof or replacement Tenements.
6.4	At the request of Kalimantan Gold, Gladioli shall, at its own cost, liaise with local and central governmental and regulatory bodies to progress all matters relating to the Tenements and all regulatory matters and issues affecting a Project or Kalimantan Gold. In addition, Gladioli shall provide Kalimantan Gold, BML and, from its incorporation, the Milling Company with all assistance and advice as they may reasonably request on matters of procedure and protocol in Malaysia.
6.5	If approved by majority decision of the board of Kalimantan Gold, Kalimantan Gold (or a Related Company nominated by Kalimantan Gold) may apply for and/or acquire mining tenement(s) in addition to the Tenements. The Gladioli Companies and Gladioli Shareholders shall provide Kalimantan Gold (or such Related

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	Company) with all such assistance and advice as it may reasonably require in connection with such application or acquisition.
6.6	Following the Completion Date none of the Gladioli Shareholders, the Gladioli Companies, BML, or any Related Company or Affiliate of any of them (apart from Kalimantan Gold) shall make an application for or acquire a mining tenement in Sarawak. Unless otherwise agreed in writing by Gladioli and BML, all new applications for mining tenements or acquisitions of mining tenements in Sarawak are to be made by Kalimantan Gold. Each of the Gladioli Shareholders, the Gladioli Companies, and BML shall procure that their respective Related Companies and Affiliates comply with this clause.
6.7	Clause 11.2 shall apply if a greater effective Bumiputera shareholding in Kalimantan Gold is required in order for Kalimantan Gold to apply for and hold mining tenements.
7.	Security For Project Loan
7.1	At the completion of a Final Feasibility Study, to facilitate Zedex and BML obtaining the finance necessary for the Project:

(a)	the parties shall procure that Kalimantan Gold shall offer its assets (including any Tenements registered in its name) as security for a project loan to develop and operate the Project;
(b)	the Gladioli Companies shall, subject only to any restrictions contained in the Act and other government regulations, allow its Tenements which are the subject of a Project to be used as security to finance a Project and shall execute all documents and do all things required to perfect the security in favour of the financier(s).

7.2	Zedex warrants and undertakes that it will at all times provide all the necessary finance including furnishing of corporate guarantees for BML to fulfill all its funding obligations under this Agreement. In addition, Zedex shall indemnify Gladioli and Kalimantan Gold for all losses and damages they suffer or incur as a result of any act, omission or default on the part of BML where such acts, omissions or defaults of BML are tantamount to gross negligence or willful misconduct.
8.	Non-Engagement In Other Business Activities
8.1	During the term of this Agreement none of the Gladioli Companies shall engage in any business activities other than those the subject of this Agreement except that such restriction shall not apply in relation to any area released under clause 21 or the quarrying operations referred to in clause 40.
9.	Kalimantan Gold
9.1	The parties agree that Kalimantan Gold shall:

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(a)	carry on the business of minerals exploration, mining and related activities in the State of Sarawak, Malaysia;
(b)	carry on any other trade, or business whatsoever which can, in the opinion of Kalimantan Gold, be advantageously or conveniently carried on by it by way of extension of or in connection with the business referred to in (a) above, or which is calculated directly or indirectly to develop any branch of its business or to increase the value of or turn to account any of its assets, property or rights.

9.2	(a)	As at the date of this Agreement, the authorized share capital of Kalimantan Gold is divided into 100,000 shares of RM1.00 each. After signing this Agreement the shareholders of Kalimantan Gold will immediately apply to the relevant government agencies to change the shareholding structure into ordinary shares of Class A and Class C and preferential shares of Class B and Class D. Gladioli will have 45% of both Class A and Class B, and BML will have 55% of Class C and Class D.
	(b)	Except for the matters provided in Schedule C and in Clause 14 the “Class A” ordinary shares and the “Class C” ordinary shares shall rank pari passu in all respects and the “Class B” and the “Class D” preference shares shall rank pari passu in all respects.

9.3	Subject to the terms of this Agreement regarding the transfer and issue of shares, from Completion the issued ordinary share capital in Kalimantan Gold shall be held as follows:
	Gladioli — 1350 “Class A” ordinary shares of RM1.00 each
	BML — 1650 “Class C” ordinary shares of RM 1.00 each

9.4	Any subsequent increase in the issued capital of Kalimantan Gold shall be governed by the provisions hereinafter contained.
9.5	If any conflict or inconsistency shall subsequently appear between the articles of association of Kalimantan Gold for the time being in force and the provisions hereof, the provisions of this Agreement shall govern rather than the provisions of such articles and any such conflict or inconsistency shall be resolved by appropriate amendments of such articles, which each of the parties hereby covenants to procure.
9.6	Kalimantan Gold shall comply with all conditions that may be imposed on it by the regulatory authorities or legislation in Malaysia, including but not limited to the FIC, the Industrial Co-ordination Act, 1975 or equivalent bodies or legislation.
9.7	The management and operation of Kalimantan Gold and the rights of Shareholders shall be as attached as Schedules B and C.
10.	Completion

10.1 (a)  On the Completion Date Gladioli and the Gladioli Shareholders shall procure the adoption of the following shareholders’ resolutions of Kalimantan Gold:

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(i)	The Memorandum and Articles are adopted as the memorandum and articles of association of Kalimantan Gold
	“SPECIAL RESOLUTION 1 — MEMORANDUM AND ARTICLES OF ASSOCIATION”
	THAT the Memorandum and Articles of Association attached hereto be approved and adopted as the Memorandum and Articles of Association of the Company in substitution for, and to the exclusion of the existing Memorandum and Articles of Association of the Company.”
(ii)	Creation of New Classes of Shares
	“SPECIAL RESOLUTION 2 — INCREASE IN AUTHORISED SHARE CAPITAL
	THAT the authorised share capital of the Company be increased from RM100,000 to RM500,000 by the creation of 125,000 “Class A” ordinary shares of RM1.00 each, 125,000 “Class C” ordinary shares of RM1.00 each, 125,000 “Class B” preference shares of RM1.00 each and 125,000 “Class D” preference shares of RM1.00 each ranking for dividend and in all other respects pari passu with the existing shares in the Company except as expressly provided in the Articles of Association of the Company.
	THAT the existing authorised capital of RM100,000 divided into 100,000 ordinary shares of 1.00 each be and are hereby classified as “Class A” ordinary shares and shall be included among the 125,000 “Class A” ordinary shares.”
(iii)	The appointments of the following Directors of Kalimantan Gold:
	“ORDINARY RESOLUTION 1 — APPOINTMENT OF DIRECTORS AND ALTERNATE DIRECTOR
	THAT Paul Seton, John Seton, Rod Murfitt, as nominees of Bau Mining Limited be and are hereby appointed as directors of the Company with effect from the date of their respective compliance with Section 123(4) of the Companies Act, 1965.
	THAT John Bin Jae be and is hereby appointed as Alternate Director to Ling Lee Kong with effect from the date of his compliance with Section 123(4) of the Companies Act, 1965.
	THAT Tan Leng Choo @ Ivy Tan Ying Tong be and is hereby appointed as Alternate Director to Ling Lee Soon with effect from the date of his compliance with Section 123(4) of the Companies Act, 1965.”

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(iv)	Acceptance of Powers of Attorney from Gladioli Companies per Schedules H and M
	“ORDINARY RESOLUTION 2 — ACCEPTANCE OF POWERS OF ATTORNEY
	THAT the Company accepts the Powers of Attorney to be given by the Gladioli Companies per Schedule H of the Exploration and Shareholders’ Agreement dated 3 November 2006 between the parties stated therein.
	THAT the Company accepts the Powers of Attorney to be given by the Gladioli Companies per Schedule M of the Exploration and Shareholders’ Agreement dated 3 November 2006 between the parties stated therein.”
(v)	Issuance of Shares:
	“ORDINARY RESOLUTION 3 — ISSUANCE OF SHARES
	THAT subject to the passing of Special Resolutions 1 and 2 above, the directors of the Company be and are hereby authorised, pursuant to Section 132D of the Companies Act, 1965 to issue 1348 “Class A” new ordinary shares of RM1.00 each and 1350 “Class B” preference shares of RM1.00 each in the Company to Gladioli Enterprises Sdn. Bhd. fully paid and free and clear of all encumbrances and other security or third party legal or equitable interests of any kind.
	THAT subject to the passing of Special Resolution 1 above, the directors of the Company be and are hereby authorised, pursuant to Section 132D of the Companies Act, 1965 to issue 1650 “Class C” new ordinary shares of RM1.00 each and 1650 “Class D” preference shares of RM1.00 each in the Company to Bau Mining Limited fully paid and free and clear of all encumbrances and other security or third party legal or equitable interests of any kind.”
(vi)	Transfer of Shares
	“ORDINARY RESOLUTION 4 — TRANSFER OF SHARES
	THAT the transfer of the two subscriber shares held by Ling Lee Soon and Tan Leng Choo @ Ivy Tan Ying Tong to Gladioli be hereby approved.”
(vii)	Appointment of Auditors for the Kalimantan Gold:
	“ORDINARY RESOLUTION 5 — APPOINTMENT OF AUDITORS
	THAT Messrs Ernst & Young of Room 300-303, 3rd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Malaysia having consented in writing to act, be and are hereby appointed auditors of the Company for the year ending/ended 31 March 2007 and that authority be and is hereby given for the Directors to determine their remuneration.”

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(viii)	Appointment of Solicitors for Kalimantan Gold:
	“ORDINARY RESOLUTION 6 — APPOINTMENT OF SOLICITORS
	THAT the appointment of Messrs Reddi & Co Advocates as the solicitors for Kalimantan Gold be hereby approved.”
(ix)	The approval by the shareholders of Kalimantan Gold to accept the shareholder loan granted by BML to Kalimantan Gold;
	“ORDINARY RESOLUTION 7 — APPROVAL OF SHAREHOLDER LOAN
	THAT the shareholder loan of RM840,482 from Bau Mining Limited to the Company for the payment of back rents to Sarawak Government specified in Schedule G pursuant to Clause 5.1 of Exploration and Shareholder’s Agreement dated 3 November 2006 between the parties stated therein be hereby approved.
	THAT the Shareholders of the Company undertake to procure that the above-mentioned Resolution is approved by the Board of Directors of the Company.”

(b) On the Completion Date the Gladioli Companies shall deliver to BML:

(i)	the Powers of Attorney in the form attached as Schedule M duly executed by each relevant Gladioli Company and in registrable form in respect of those Tenements which have been validly and effectively issued as at the Completion Date together with certified resolutions of each relevant Gladioli Company approving the execution of such Powers of Attorney;
(ii)	the power of attorney in the form attached as Schedule H duly executed by each Gladioli Company and in registrable form together with certified copies of the resolutions of each Gladioli Company approving the execution of each such power of attorney;
(iii)	a duly signed resignation from every director of Kalimantan Gold (other than Mr Ling and the persons referred to in clause 10.1(a)(iii) above) confirming that none of such persons have any claim against Kalimantan Gold in respect of directors fees, reimbursement of expenses, remuneration or otherwise;
(iv)	duly executed and binding share transfers signed by the current registered holders of the shares in Kalimantan Gold in favour of Gladioli.

10.2 (a) On the Completion Date, subject to Gladioli and the Gladioli Shareholders complying with their obligations under 10.1 above and subject

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to BML being registered in the register of members of Kalimantan Gold as the holder of the ordinary shares referred to in clause 10.1(a)(v) above and share certificates being issued in the name of BML in respect of such shares, BML shall three days after signing the said Exploration and Shareholders’ Agreement on Completion Date furnish a copy of an irrevocable telegraphic transfer from the bank of BML or Zedex of a non-refundable, unconditional payment of US$400,000 (United States Dollars Four Hundred Thousand Only) or equivalent to Singapore currency ruling at the Completion Date to Mr Ling duly authorised to receive the payment and acting on behalf of the Gladioli Shareholders. Mr Ling’s bank account number is (A/C: 01 08510301) with the Standard Chartered Bank, 6 Battery Road, Singapore.

(b)

The balance of US$250,000 (United States Dollars Two Hundred And Fifty Thousand) shall be paid to Mr Ling Lee Soon upon proof of the receipt from the Department of the Lands and Surveys, Kuching on the new applications of GPLs by Gladioli over areas as shown on the maps marked and supplied by Zedex/BML within the next ten days. Furthermore, Gladioli will endeavour best to get renewals of exploration licences at the best terms possible at the earliest time frame.

10.3	Subject to clause 16.2, the payment referred to in clause 10.2, together with the payment of US$350,000 already made by on behalf of BML shall constitute the entire consideration payable by BML for its 55% effective economic interest in the Bau Project.
11.	FIC Consent
11.1	BML shall furnish Gladioli with its company brochures, data, financial reports and all other necessary information required for making an application for the joint venture arising out of this Agreement to the FIC within two weeks from Completion. Upon receiving such information Gladioli shall immediately file the said application forms and information with FIC and shall pursue such application with due diligence. The Gladioli Companies covenant in favour of BML and Kalimantan Gold that they will obtain the said approval (without conditions attached or with conditions acceptable to BML in its absolute discretion) from FIC within one year from the Completion Date and if such consent is not obtained or if it is obtained but with conditions attached, the Gladioli Companies and the Gladioli Shareholders shall indemnify and keep indemnified BML from and against all losses, costs, expenses and liabilities suffered or incurred by BML as a result of the failure to obtain such unconditional FIC consent.
11.2	If the FIC requires a greater effective interest in Kalimantan Gold to be held by Bumiputera than that held immediately following Completion, the Bumiputera shareholding in Gladioli shall be increased (or, if acceptable to BML, part of Gladioli’s shareholding in Kalimantan Gold will be transferred to a person who is Bumiputera) to ensure that Kalimantan Gold complies with the minimum Bumiputera shareholding requirements imposed or required by the FIC.
11.3	The covering letter accompanying the application to the FIC shall be substantially in the form attached as Schedule L as may be amended with the written consent of BML.

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12.	Exploration
12.1	Kalimantan Gold will (and Gladioli, Zedex and BML shall procure that Kalimantan Gold will):

(a) Undertake the Initial Exploration Programme for the twelve months following Completion. Kalimantan Gold shall incur minimum expenditure in connection with the Initial Exploration Programme as follows:

(i)	US$200,000 by six months after the Completion Date;
(ii)	A further US$500,000 by twelve months after the Completion Date; and
(iii)	A further US$300,000 by eighteen months after the Completion Date or such reasonable amount acceptable to Kalimantan Gold to be spent yearly as required by the government under the prospecting licenses in view of the size of the area covered under such licenses.

	Any excess expenditure in one of the aforementioned periods can be credited against expenditure required in any subsequent period(s).
(b)	Subject to BML’s technical review indicating it is warranted, conduct a feasibility study on the Jugan project as soon as possible following Completion. For the avoidance of doubt, any expenditure incurred in connection with such a feasibility study shall count towards the minimum expenditure commitments set out in 12.1(a) above.
(c)	Within three months prior to the anniversary of the Completion Date (and each anniversary thereafter) prepare an Exploration Programme for the following twelve months. Each Exploration Programme must be in accordance with accepted mining industry standards and calculated to ensure orderly progress of the Exploration and shall be in accordance with all governmental requirements or directives.
(d)	Subject to Kalimantan Gold obtaining any necessary governmental approvals in respect of the work contemplated by the Exploration Programme, or any variation thereof, Kalimantan Gold shall conduct the Exploration Programme.
(e)	On request, provide Gladioli with reasonable access to all Information and all related and other information, papers and documents pertaining to Exploration and/or Exploration Expenditure during the preceding calendar month provided that complying with such requests do not consume unnecessary management time of Kalimantan Gold or BML. Gladioli shall treat all such Information as strictly confidential in accordance with clause 28.
(f)	Notwithstanding anything else contained herein Kalimantan Gold shall ensure that all Exploration and other activities carried out under this Agreement shall be conducted so as to ensure that the minimum expenditure requirements

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	applicable to the Tenements are complied with unless and to the extent that appropriate exemptions, amendments or waivers of such requirements are granted or extensions of time to comply with such requirements are granted by the Sarawak Government.
(g)	On reasonable request, conduct a meeting either in Kalimantan Gold’s office or Gladioli’s office to brief Gladioli and BML on the current status of the Exploration, including a summary of work done, new data obtained, sample assay results and the interpretation thereof. Kalimantan Gold is not obliged to conduct such meetings more regularly than once every two months.
(h)	Permit Gladioli and BML to take portions of samples, in such amounts and of such nature and in such manner as may be reasonably required.
(i)	Allow any representative of Gladioli or BML to enter the sample core house or any building(s) which store(s) the reverse circulation drilling chip samples or diamond drilling core samples, and to inspect those samples at any time during office hours, provided reasonable notice is given to Kalimantan Gold and such inspections do not take place more frequently than monthly.

12.2	Subject to the Manager obtaining any necessary governmental approvals, the Manager may vary the Exploration Programme from time to time during a month in light of the progressive results of Exploration provided that such variation (together with any previous variations made to the Exploration Programme since it was last approved by the board of Kalimantan Gold) does not increase expenditure under the Exploration Programme by more than 10 percent from the expenditure outlined in the Exploration Programme as last approved by the board of Kalimantan Gold. The Manager shall notify Gladioli and BML in writing of any such variation.
12.3	Each Exploration Programme shall be subject to review by the board of Kalimantan Gold at least once during each period of three calendar months beginning on the date that such Exploration Programme is approved by the board of Kalimantan Gold.
12.4	Exploration Expenditure incurred by Kalimantan Gold shall be contributed by BML in the manner set out in Clause 13.
12.5	Notwithstanding anything hereinbefore or hereinafter provided, the Manager may exceed any approved budget by up to 10% in the event of an emergency, but as soon as practicable thereafter the Manager shall notify and justify its decision to the board of directors of Kalimantan Gold.
12.6	The amount spent by BML and Zedex Minerals Limited on consultants’ reports, technical studies, sampling, and other such matters during its due diligence on the Bau Project shall be deemed Exploration Expenditure funded by BML and shall count towards the Exploration Expenditure commitments set out in clause 12.1(a)(i). For the avoidance of doubt, such expenditure will be deemed to have been incurred on behalf of Kalimantan Gold and the amount shall be a debt outstanding from Kalimantan Gold to BML which shall bear interest in the manner provided in clause 5.

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12.7

Unless otherwise agreed by Gladioli, BML shall procure that Kalimantan Gold incurs a minimum of USD300,000 (United States Dollars Three Hundred Thousand) in Exploration Expenditure during each complete calendar year following Completion. Subject to clause 12.8, any failure on the part of Kalimantan Gold to incur such Exploration Expenditure shall be deemed a default on the part of BML and Gladioli shall be entitled at any time within 3 months following the end of the calendar year in which Exploration Expenditure incurred by Kalimantan Gold is less than the aforementioned amount to require Zedex, BML and Kalimantan Gold to effect Withdrawal from this Agreement, by giving to Zedex, BML and Kalimantan Gold 30 days’ written notice thereof.

12.8

Gladioli’s right to require Zedex, BML and Kalimantan Gold to effect Withdrawal under clause 12.7 shall not apply if Kalimantan Gold’s failure to incur the minimum Exploration Expenditure is due to:

(a)	the failure of an “A” Director to approve Exploration Expenditure;
(b)	the failure of an “A” Director or a Gladioli Company to do any other act, matter or thing reasonably required to be done by them in order to ensure that the Exploration Expenditure commitments can be met;
(c)	a failure to obtain governmental approval for any Exploration which is not due to the fault of BML or Kalimantan Gold; or
(d)	any event of force majeure as described in clause 27.

13. Funding Of Exploration

13.1	(a)	For the purpose of this Agreement, where the Exploration Programme indicates that funds are required for Exploration Expenditure during any calendar quarter after Completion then, to the extent that Kalimantan Gold does not have sufficient funds from prior subscriptions or from its mining operations, such Exploration Expenditure shall be funded by BML and Gladioli by way of subscription for preference shares. Each of BML and Gladioli will arrange for Kalimantan Gold not later than the beginning of such calendar quarter to allot and issue such further shares in accordance with Clause 13.1 (b) to provide the funds required for Exploration Expenditure during such quarter. Each of BML and Gladioli shall sign all documents and do all things required in order to approve the allotment and issue of preference shares required to fund Exploration Expenditure. If for any reason the relevant resolutions and approvals for the issue of any preference shares have not been signed or obtained within 30 days of the funds being requested by Kalimantan Gold, BML may in its sole discretion, lend Kalimantan Gold the subscription proceeds for the relevant preference share issue. Any such loan shall bear interest at the Preference Share Rate.
	(b)	During each such calendar quarter where funds are required for Exploration Expenditure, shares shall be issued in lots of 100 comprising 55 “Class D” preference shares which shall be allotted to BML and 45 “Class B” preference shares which shall be allotted to Gladioli.

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(c)

Gladioli will to the maximum extent possible fund its subscription for preference shares from its cash flow from 85% of dividends from Kalimantan Gold and the Milling Company. To the extent such funding is unavailable or is inadequate, BML will on each allotment of shares pursuant to Clause 13.1 (a), lend to Gladioli such sum as may be necessary to enable Gladioli to pay for its allotments of “Class B” preference shares. BML shall however pay such sums direct to Kalimantan Gold on behalf of Gladioli. This loan from BML to Gladioli shall be interest-free and shall only be repayable as set out in clause 13.2.

(d)

The preference shares allotted to BML and Gladioli will be issued at a premium to par with such premium to be decided by Kalimantan Gold at the time of issue. Such preference shares shall be redeemable out of cash flow and shall be redeemed in a 55:45 ratio in respect of “Class D” and “Class B” shares respectively.

13.2	Gladioli shall deposit the share certificates for its shares in Kalimantan Gold and the Milling Company with BML whilst the loan referred to in clause 13.1 (c) remains unpaid. For so long as any such loan remains outstanding Gladioli hereby irrevocably directs Kalimantan Gold and the Milling Company to pay to BML 85% of any monies payable (including in respect of Gladioli’s dividends) by those companies to Gladioli.
14.	Preference Shares
14.1	The preference shares shall:

(a)	have the right to a preferential dividend which shall rank in priority to any dividend payable on any other class of shares. The dividend shall accumulate to the extent that there are insufficient distributable reserves to pay the dividend in any year. Unless otherwise agreed, the cumulative dividend shall be 0% per annum in respect of all the “Class B” preference shares and the Preference Share Rate in respect of the “Class D” preference shares;
(b)	save as provided for under the Companies Act, 1965, have no right to vote;
(c)	be redeemable at the option of the Company.

14.2	Subject to sufficient distributable reserves being available the dividend payable on the preference shares shall be payable in respect of each financial year (or part thereof) within 3 months of the end of each financial year.
15.	Right Of Access To The Exploration Area
15.1	For the purposes of carrying out its obligations and of exercising its rights hereunder, the Gladioli Companies hereby irrevocably grant Kalimantan Gold and, from its incorporation, the Milling Company, the right (which shall be an exclusive right, subject only to the rights of any Gladioli Company in relation to any area released under Clause 21 and in relation to any exclusion under Clause 40) by its agents (including, for the avoidance of doubt, the Manager), servants, contractors or sub-

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contractors to do all things in relation to the Exploration Area which could be done by a person legally and beneficially entitled to the Tenements, including, without limitation:

(a)	subject to Kalimantan Gold or the Milling Company (as relevant) ensuring that all necessary permits or licenses are obtained, to enter thereon or any part or parts thereof;
(b)	to do thereon and therein such things as shall be necessary to undertake Exploration and to undertake each Project and to carry out its obligations hereunder;
(c)	to take therefrom and to deal with in any manner such ores, metals, minerals or other products as it may consider reasonably necessary or desirable for the purposes of evaluating the Tenements and the prospects thereof provided Kalimantan Gold shall not take such ores, metals, minerals and other products outside Malaysia without permits from the relevant government department(s) and further provided Kalimantan Gold shall provide to Gladioli and BML an executive report of the status of operations on a quarterly basis;
(d)	to take thereon and to use such plant, machinery, minerals, tools, implements and other chattels and to erect thereon such buildings and structures as it shall reasonably think fit; and
(e)	in the event of Withdrawal or Partial Withdrawal, Kalimantan Gold and the Milling Company must not remove any fixed plant, minerals, building or structure erected by them on the Exploration Area (or the Relevant Area, as the case may be) unless otherwise agreed by Gladioli.

15.2	The Gladioli Companies and the Gladioli Shareholders covenant that the Specified Assets including, for the avoidance of doubt, any land within the Exploration Area owned by any of them (or any of their Related Companies or Affiliates) are made available to Kalimantan Gold and, from its incorporation, the Milling Company free of charge for their use for Exploration and for each Project.
16.	Decision To Develop
16.1	Kalimantan Gold will give notice to Gladioli and BML forthwith upon completion of a Final Feasibility Study on the basis of which a Development Decision has been made, and shall provide Gladioli and BML with a copy of the Final Feasibility Study.
16.2	Following a Development Decision being made in respect of the Jugan gold deposit, BML shall (and Zedex shall procure that BML shall) make additional one-off payments to Gladioli as follows (with such payments comprising part of the acquisition cost of BML’s interest in the Bau Project):

(a) US$500,001 (United States Dollars Five Hundred Thousand and One) upon the Jugan gold deposit mine achieving 75% of the maximum rated capacity of the plant; and

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(b) US$500,001 (United States Dollars Five Hundred Thousand and One) six months after the Jugan gold deposit mine achieving 75% of the maximum rated capacity of the plant (provided that such mine has operated continuously at or above such capacity for such period).

16.3	As soon as possible following a Development Decision, Kalimantan Gold shall adopt a Project Programme for the first 12 months of the relevant Project. Kalimantan Gold shall adopt an updated Project Programme for the relevant Project for each following 12-month period not less than 3 months prior to each anniversary of the Development Decision. The provisions of sub-clauses 12.1(c), (d), (e), (f), 12.2, 12.3 and 12.5 shall apply to Development Expenditure and each Project Programme in the same manner as they apply to Exploration Expenditure and each Exploration Programme.
16.4	Kalimantan Gold and the Milling Company shall maintain in accordance with generally accepted industry and accounting practice full and accurate records of transactions, inventories of ore in process and in stockpile, stores, consumables, property and assets and accounts and records of all payments and receipts and all charges and credits.
16.5	Each of Gladioli and BML through its servants, agents and auditors shall have the right at all reasonable times and at its own risk and expense to inspect and observe the operations at the Mine provided that the frequency or duration of such visits shall not unreasonably interfere with the normal conduct of the operations at the Mine. All site rules and regulations applying within or in respect of the Mine shall be complied with.
16.6	At the end of each financial year Kalimantan Gold and the Milling Company shall take a physical inventory supervised by the auditors in accordance with generally accepted industry practice or other means appropriate in the circumstances.
16.7	Upon a Development Decision being made BML shall, in its sole and absolute discretion, elect for the Project to proceed on:

(a)

the basis that Kalimantan Gold will have sole economic and beneficial ownership of the mined ore, in which case in consideration for the sum of RM10.00, each Gladioli Company which holds the Tenement(s) in respect of which the Development Decision is made shall irrevocably and unconditionally assign to Kalimantan Gold all of their right, title, and interest in all mined ore, minerals, and other products extracted from the Mine the subject of the Development Decision such that Kalimantan Gold can deal with such ore as it sees fit and receive all economic benefit in such ore. The Gladioli Companies and the Gladioli Shareholders shall sign such documents and do all such other things as Kalimantan Gold and BML may reasonably require to ensure that full economic and beneficial owenership to the ore, minerals and other products are properly and effectively assigned to Kalimantan Gold; or

(b)

the basis that title to the mined ore will remain with the relevant Gladioli Companies, in which case the Project will proceed on the basis of the Development and Mining Agreement and Ore Sale and Purchase Agreement structure.

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16.8 Upon a Development Decision being made BML and Gladioli shall procure:

(a) (if not already incorporated) the incorporation of the Milling Company and (if not already the case) that the Milling Company’s primary objects as stated in its memorandum of association are as follows:

(i)	to develop and operate mills and associated facilities and to carry on the business of purchaser and processor of gold bearing ores to produce and sell gold dore and other minerals; and
(ii)	to carry on any other trade or business whatsoever as in the opinion of the board of directors of the Milling Company, be advantageously or conveniently carried on by it by way of extension of or in connection with, or which is calculated directly or indirectly to develop any branch of its business or to increase the value of or turn to account any of its assets, property or rights;

(b)	(if not already the case) that the Milling Company’s articles of association are in identical form to those of Kalimantan Gold provided that if any conflict or inconsistency shall subsequently appear between the articles of association for the time being in force and the provisions of this Agreement, the provisions of this Agreement shall govern rather than the provisions of such articles and any such conflict or inconsistency shall be remedied by appropriate amendments of such articles, which each of the Gladioli Companies, the Gladioli Shareholders and BML hereby covenants to procure;
(c)	that the authorised capital of the Milling Company shall be at least RM10,000,000 divided into 4,500,000 “Class A” ordinary shares and “Class B” preference shares of RM1.00 each and 5,500,000 “Class B” ordinary shares and “Class D” preference shares of RM1.00 each;
(d)	that the initial issued capital of the Milling Company shall be RM100 to be subscribed or held by Gladioli and BML in 45:55 ratio either by Gladioli taking up ‘A’ ordinary shares at par and BML taking up “C” ordinary shares at par in the aforesaid proportions and similarly, also in the same ratio of 45:55 for Gladioli taking up “Class B” preference shares at premium to par and BML taking up “Class D” preference shares at premium to par, or by appropriate transfer of shares between them at par. The parties agree that at all times the issued share capital in the Milling Company will be held as to 55% by BML and as to 45% by Gladioli unless otherwise agreed by BML and Gladioli in writing;
(e)	that Kalimantan Gold and the Milling Company proceed with the Project (and each of Gladioli and BML shall assist where possible);
(f)	Kalimantan Gold and the Milling Company apply for and obtain all such additional permits, licenses, and consents necessary to undertake the Project. Such permits, licenses, and consents shall be applied for in the name of Kalimantan Gold or the Milling Company (as relevant) or, if such is not possible, by the relevant Gladioli Company. If such permit, licence, or consent

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	is obtained by a Gladioli Company it shall be considered a Tenement for the purposes of this Agreement;
(g)	that, if clause 16.7(a) applies, the Milling Company and Kalimantan Gold enter into an ore sale and purchase agreement pursuant to which the Milling Company shall acquire the mined ore from Kalimantan Gold for the purpose of processing and on-sale. The terms of such agreement shall be as agreed between Kalimantan Gold and the Milling Company;
(h)	that, if clause 16.7(b) applies, Kalimantan Gold and the Gladioli Companies who own the relevant Tenement(s) the subject of the Development Decision enter into a Development and Mining Agreement and the Milling Company and the Gladioli Companies who own the relevant Tenement(s) the subject of the Development Decision enter into an Ore Sale and Purchase Agreement. Each of the Gladioli Companies hereby irrevocably appoints each of BML and Kalimantan Gold (acting jointly and severally) as its attorney to execute the Development and Mining Agreement and the Ore Sale and Purchase Agreement on its behalf;
(i)	that the Milling Company shall forthwith apply to the Malaysian Industrial Development Authority (“MIDA”) for the grant of pioneer status or Investment Tax Allowance, whichever the Milling Company shall regard as preferable and more beneficial in respect of the Project at the time of application (and each party shall assist where possible); and
(j)	that the management and operation of the Milling Company and the rights of the Shareholders shall be as that attached as Schedules B and C.

16.9	Clause 16.8 shall apply to any subsequent Development Decision, except that, unless otherwise agreed between Gladioli and BML, a new Milling Company will not be incorporated and the Milling Company incorporated in connection with the initial Project will be used for the purposes of any subsequent Project.
16.10	Gladioli shall procure that the Gladioli Shareholders who will hold a 45% interest in the Milling Company will be Bumiputera so that the Milling Company will at and from its incorporation comply with the FIC Guidelines regarding a minimum 30% voting held by Bumiputera or such higher requirement as may be a condition to the FIC consent. If necessary, the Bumiputera shareholding in Gladioli will be increased or (if acceptable to BML) part of Gladioli’s shareholding in the Milling Company will be transferred to a Bumiputera to ensure that the Milling Company complies with the minimum Bumiputera shareholding required by the FIC.
16.11	The parties agree that if clause 16.7(b) applies and either the Development and Mining Agreement or the Ore Sale and Purchase Agreement in the forms attached to this Agreement would be (or would be at risk of being) void or voidable if executed, then those agreements will be amended as may be required to ensure that they create valid and legally enforceable obligations on the parties thereto, provided always that any such amendments do not adversely impact the intended economic benefits of those agreements to Kalimantan Gold and the Milling Company taken as a whole. The Gladioli Companies and the Gladioli Shareholders warrant and undertake in favour of

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	BML and Kalimantan Gold that they will not (and shall procure that their Affiliates and Related Companies shall not) challenge the legality or enforceability of the Development and Mining Agreement and/or the Ore Sale and Purchase Agreement. The Gladioli Companies and the Gladioli Shareholders hereby indemnify each of BML, Kalimantan Gold and the Milling Company from and against all losses (including loss of profits and lost opportunities), damages, costs and liabilities that they may suffer or incur as a result of all or any part of a Development and Mining Agreement and/or Ore Sale and Purchase Agreement being held invalid, void or otherwise being successfully challenged. For the purposes of this indemnity, 55% of any loss suffered by the Milling Company shall be deemed to be a loss suffered by BML and BML shall be fully indemnified in respect of such loss under this clause.
16.12	The Gladioli Companies and the Gladioli Shareholders acknowledge and agree that both Zedex and BML would prefer for the Tenements the subject of a Project to be transferred to Kalimantan Gold. For various reasons the Gladioli Companies are not amendable to this course of action. Each of the Gladioli Companies and the Gladioli Shareholders hereby indemnify and hold harmless each of BML and Kalimantan Gold from and against all losses (including lost profits and revenues), costs, expenses, claims and liabilities that they suffer or incur as a result of legal title to the relevant Tenements not being transferred to Kalimantan Gold prior to commencement of a Project. For the purpose of this indemnity BML and Kalimantan Gold shall be deemed to have suffered a loss to the extent that the aggregate economic benefits accruing to each of them as a result of a Project are less than the aggregate benefits that would have accrued to each of them had the Project proceeded on the basis that legal title to the relevant Tenements was held by Kalimantan Gold.
17.	Withdrawal
17.1	BML shall only be entitled to effect Withdrawal after Kalimantan Gold has completed the Initial Exploration Programme or spent a minimum of US$700,000 on Exploration Expenditure. For the avoidance of doubt, the monies spent by BML and referred to in clause 12.6 shall count towards such US$700,000 minimum expenditure.
17.2	Notwithstanding clause 17.1, BML shall be entitled to effect Withdrawal prior to completion of the Initial Exploration Programme or Kalimantan Gold having incurred US$700,000 of Exploration Expenditure if:

(a)	an event of force majeure as defined in clause 27 prevents the Initial Exploration Programme from being completed or causes an unreasonable delay in completing the Initial Exploration Programme;
(b)	results from the Initial Exploration Programme are such that a prudent operator would be unlikely to proceed with the remainder of the Initial Exploration Programme and/or incur any additional Exploration Expenditure;
(c)	BML reasonably believes that there are issues regarding the ability to secure legal access to or to secure the necessary tenure over the relevant area.

17.3 Subject to clauses 17.1 and 17.2 but notwithstanding anything else contained herein, BML shall be entitled to effect Withdrawal from this Agreement or any Partial

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	Withdrawal by BML giving Gladioli thirty (30) days’ notice in writing of its intention to effect such withdrawal.
18.	Project Development 18.1 BML shall within the Finance Period:
18.1	BML shall within the Finance Period:

(a)	commit to provide; or
(b)	obtain a commitment from a reputable financial institution to provide;

	Kalimantan Gold and the Milling Company (as relevant) with the entire finance necessary for the relevant Project. BML may satisfy this requirement by partially committing itself and partially obtaining a commitment from a financial institution. Clause 7.1 shall apply to any such Project finance. Any funds provided by BML or a related company of BML shall be by way of loan to Kalimantan Gold or the Milling Company (as the case may be) and shall carry interest at the greater of: (i) the rate charged by any third party provider of funds to Kalimantan Gold or the Milling Company (as the case may be), and (ii) the Interest Rate.
19.	Failure To Procure Finance
19.1	Subject to sub-clauses 19.2 and 19.3, if Zedex or BML fail to commit or obtain a commitment in accordance with Clause 18.1, Gladioli shall be entitled at any time within 3 months from the expiry of the Finance Period to require Zedex, BML and Kalimantan Gold to effect Partial Withdrawal from this Agreement with respect to the Relevant Area, by giving to Zedex, BML and Kalimantan Gold 30 days’ written notice thereof. Clause 27 shall not apply to this sub-clause.
19.2	Gladioli’s right to require Zedex, BML and Kalimantan Gold to effect Partial Withdrawal shall not apply if Zedex and BML’s failure to commit or obtain a commitment from a financial institution in accordance with Clause 18.1 is due to:

(a)	the failure of an “A” Director to approve the borrowing;
(b)	the failure of any Gladioli Company to give any security as required by Clause 7.1(b);
(c)	the failure of an “A” Director or a Gladioli Company to do any other act, matter or thing reasonably required to be done by them in order to secure the necessary funding;
(d)	a failure to obtain governmental approval for the Project which is not due to the fault of BML, Kalimantan Gold or the Milling Company; or
(e)	any unforeseen event or cause beyond the reasonable control of Zedex and BML, including, without limitation:

(i) a fall in the spot price of gold below US$400;

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(ii)	a need to undertake further geotechnical, geological or metallurgical work;
(iii)	a failure to obtain government approvals;
(iv)	environmental or landholder difficulties; and
(v)	(if not expressly waived by BML in writing) an event of force majeure (as defined in Clause 27).

19.3 BML, Zedex and Kalimantan Gold shall not be required to effect Partial Withdrawal if:

(a)	BML uses its reasonable endeavours to obtain funding for the relevant Project pursuant to clause 18.1 but is unable to secure funding on terms reasonably acceptable to it;
(b)	A prudent operator taking into account all relevant factors including, without limitation, projected returns, risks and economic or political uncertainties, would be unlikely to proceed with the relevant Project at such time.

19.4	Subject to Clauses 19.2 and 19.3, upon the expiry of the 30-day notice period provided in sub-clause 19.1, BML and Kalimantan Gold shall effect Partial Withdrawal.
20.	Application of Surplus Funds
20.1	Unless otherwise agreed in writing by BML all surplus funds of each of Kalimantan Gold and the Milling Company after (i) payment of expenses (including tax and interest on any loans advanced by BML or a related company of BML) and (ii) other third party commitments (including repayment to third party financiers in accordance with agreed repayment schedules) and (iii) retention of such funds as the board of Kalimantan Gold or the Milling Company (as relevant) may deem required for exploration, development and construction costs, shall be applied as follows:

(a)	Firstly, by distribution of 15% of surplus funds available for distribution to holders of ordinary shares in the manner contemplated in Schedule C;
(b)	Secondly, in payment of the principal amount of any loans advanced by BML or a related company of BML to Kalimantan Gold or the Milling Company;
(c)	Thirdly, in payment of dividends on the preference shares held by BML;
(d)	Fourthly, in redemption of the preference shares issued by Kalimantan Gold or the Milling Company;
(e)	Finally, as further distributions to holders of ordinary shares in the manner contemplated in Schedule C.

21. Release Of Tenements / Disposal of Land

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21.1	If the board of Kalimantan Gold determines that any part of the Tenements is of insufficient geological value to warrant further exploration thereon it shall within three (3) months after making such determination, relinquish its rights with respect to such area and shall be released from its obligations hereunder in respect of such part of the Tenements consequent upon which Gladioli shall be free to deal with such part of the Tenements as it deems fit whether by itself or in conjunction with any other party or parties.
21.2	Any such relinquishment and release shall be accomplished by Kalimantan Gold giving notice thereof in writing to Gladioli identifying the area in respect of which such notice is given and discharging any caveats thereon. Thereafter, the relevant area which has been released shall no longer be regarded as a Tenement under this Agreement and beneficial interest in such area shall revert to the relevant Gladioli Company. Kalimantan Gold shall approve, sign and file such documents as are required to remove the relinquished area from the ambit of the Powers of Attorney.
21.3	In the event that the whole of the Exploration Area has been relinquished hereunder without development of a Project on any part thereof, BML shall immediately effect Withdrawal.
21.4	The Gladioli Companies and the Gladioli Shareholders shall indemnify each of BML, Kalimantan Gold and the Milling Company from and against all costs, liabilities (including Environmental Liabilities), expenses, demands and losses that they may suffer or incur in connection with any area relinquished or released pursuant to this clause 21 from the date on which written notice of such relinquishment or release is given to Gladioli.
22.	Miscellaneous
22.1	The parties shall do everything necessary to maintain and protect the Tenements in good standing in terms of the Act after Completion including the securing of any necessary labour exemptions and the payment of rents, rates and other assessments levied under the Act or by a municipal authority, and all parties shall assist in all respects and execute any documents necessary to effect the purposes of this sub-clause.
22.2	Each party covenants in favour of each of the other parties (severally) that it shall not do or omit to do anything knowingly whereby the right or interest of the Gladioli Companies to keep the Tenements registered in their name may be lost, forfeited, surrendered, suspended or otherwise prejudiced.
22.3	Each party covenants in favour of each of the other parties (severally) that it shall not do or permit to be done by any other person any act, matter or thing which is within its reasonable control which might imperil or endanger the title to the Tenements.
22.4	The provisions of Schedule B apply in respect of the management of Kalimantan Gold and the Milling Company.
22.5	Kalimantan Gold will necessarily from time to time require the service and expertise of Gladioli’s Chief Geologist and General Manager for exploration and development,

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	government liaisons, goodwill activities, beyond the normal scope of obligations and the duties of Gladioli to Kalimantan Gold. In recognition of such technical and managerial involvement Kalimantan Gold shall pay Gladioli RM15,000 (Ringgit Fifteen Thousand only) monthly, commencing one month after Completion. Such monthly fee shall be reviewed by BML and Gladioli quarterly from the Completion Date and the monthly fee agreed by BML and Gladioli at such quarterly review shall be the monthly fee payable during the quarter following such review.
23.	Operations
23.1	Kalimantan Gold and, from its incorporation, the Milling Company shall (and Gladioli and BML shall procure that Kalimantan Gold and, from its incorporation, the Milling Company (where relevant), shall):

(a)	perform its obligations and conduct its operations in a good, workmanlike and commercially reasonable manner and in accordance with good exploration, mining, engineering, processing, milling, procurement and purchasing methods and practices and with the standard of diligence and care normally exercised by qualified persons in the performance of comparable work;
(b)	maintain true and correct books, accounts and records of its operations and upon reasonable notice permit the examination and auditing and copying thereof by Gladioli and BML at their expense;
(c)	where reasonably practicable, furnish all submissions and applications to any governmental departments in respect of the Tenements to Gladioli for review and comment;
(d)	comply with all statutes, regulations and other laws and the requirements of any government department or inspector having jurisdiction concerning the Tenements and the work involved in Exploration or operation of a Project;
(e)	make all regulatory filings by the dates prescribed by the relevant laws or regulations;
(f)	maintain all necessary insurances in respect of workers’ compensation, general public liability, common law risks and such other risks as are usual or as it shall consider desirable for the protection of its assets and the parties hereto;
(g)	disclose immediately to Gladioli and BML any significant discovery of mineralisation and provide it with a report thereon;
(h)	keep all documents, plans, samples and correspondence in good order;
(i)	at all times upon reasonable notice, provide the other parties with such further information as may be reasonably required by them including but not limited to full details and results of Exploration Expenditure and the operation of a Project and such information as may be necessary to comply with any Stock Exchange reporting obligations.

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24.	Warranty of Authority to Act
24.1	Each party represents and warrants to the others that:

(a)	it has full power and authority to enter into and perform this Agreement and all the transactions contemplated herein, and that all corporate and other actions required to authorise it to enter into and perform this Agreement and all transactions contemplated herein have been or will be properly taken;
(b)	entry into or performance of this Agreement does not violate any other contractual, legal or other obligations of it;
(c)	this Agreement when signed will have been duly executed by it and shall be valid and binding on it in accordance with its terms.

25.	Training by BML
25.1	For so long as BML holds a majority interest in Kalimantan Gold and (from its incorporation) the Milling Company BML shall use its best endeavours to train local professional staff and technicians while transferring technology know-how to Kalimantan Gold and the Milling Company to keep the cost of operation as low as reasonably practicable. All such technology know-how shall remain the sole property of BML and shall only be used by Kalimantan Gold and, if relevant, the Milling Company for the purpose of a Project. Kalimantan Gold and the Milling Company shall cease to use any such know-how (and shall return to BML all written and other records of such know-how) upon Withdrawal by BML.
26.	No Partnership
26.1	It is not the purpose or intention of this Agreement to create any mining partnership, commercial partnership or other partnership relationship between the parties hereto. The provisions of this Agreement and the rights, duties, obligations and liabilities of the parties created and existing hereunder pertain exclusively to the subject matter of this Agreement and to no other property or interest of the parties.
27.	Force Majeure
27.1	Notwithstanding anything herein contained, if any party is prevented from or interrupted in carrying out any of its obligations hereunder by any event of force majeure (which shall mean any action of Government; war (declared or not); blockade; revolution; terrorist attack; insurrection; mobilisation; strike; lockout; civil commotion; riot; act of God; act of enemies of Malaysia or Australia or New Zealand or Canada; plague or other epidemics; fire; flood or any other cause or causes beyond the reasonable control of the party whether of the kind enumerated above or otherwise), the party so affected may postpone its performance hereunder during the continuance of such prevention, delay or interruption to the extent that such prevention, delay or interruption affects such performance by giving notice to the other parties of the occurrence of such event within two (2) weeks of its occurrence. The giving of such notice shall operate to extend all time limits expressed in this

40

	Agreement by the duration of the event of force majeure. Written notice of the conclusion of each such event shall be given forthwith.
28.	Confidentiality
28.1	The parties agree that all information, records, reports and other data as to the results of Exploration, a Project, analysis, studies and operations hereunder and the Bau Project and the joint venture shall be deemed confidential and shall not be divulged to other persons or companies not a party to nor related to a party to this Agreement except as may be required by law or a court of competent jurisdiction or any relevant securities exchange or regulatory or governmental body to which the party is subject wherever situated provided that the provisions of this clause shall not prevent BML or a related company of BML from making any announcement to shareholders, the press, or a recognised stock exchange announcement, consistent with normal practice or stock exchange rules concerning the progressive results of Exploration, studies made under or pursuant to this Agreement and the operation of any Project. BML shall, where reasonably practicable, give Gladioli 48 hours prior notice of any announcement containing politically, socially or economically sensitive information and shall take into consideration comments made by Gladioli on the same. Provided that this clause shall not apply to:

(a)	Gladioli in the event of Withdrawal;
(b)	BML two years after the date of Withdrawal;
(c)	disclosure by Kalimantan Gold or BML of any such data, reports or information to banks or other prospective funding providers in connection with seeking funding for a Project;
(d)	an employee of the disclosing party participating in the project and then only to the extent necessary for such person to carry out his/her duties;
(e)	independent consultants and contractors to the parties whose duties and relations to Kalimantan Gold, the Milling Company or the joint venture reasonably require such disclosure;
(f)	independent advisers engaged by a party for the purpose only of enabling such advisers to give appropriate advice to the party in respect of matters arising under this Agreement or any agreement contemplated under this Agreement;
(g)	any prospective purchaser or transferee or assignee of the whole or part of any interest of BML or Gladioli in Kalimantan Gold, the Milling Company and the joint venture and any advisers retained by such prospective purchaser, transferee or assignee, subject to each of such persons entering into a confidentiality agreement reasonably acceptable to both Gladioli and BML.

28.2 In making a disclosure or announcement no party shall attribute any statement to another party without the consent in writing of the relevant party.

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29.	Governing Law
29.1	The Agreement shall be governed by and construed in accordance with the laws of Malaysia.
30.	Arbitration
30.1	If any controversy, claim or dispute arises out of or in relation to this Agreement (including any question regarding the existence, validity or termination of this Agreement) or with respect to any breach thereof, the parties hereto shall seek to solve the matter amicably through discussions between the parties. Only if the parties hereto fail to resolve such controversy, claim, dispute or breach within sixty (60) days by amicable arrangement and compromise, any party may seek arbitration.
31.	Place And Mode Of Arbitration
31.1	Any such controversy, claim or dispute shall be finally settled by arbitration in Singapore.

(a)	The arbitration shall be conducted before three arbitrators in accordance with the UNCITRAL Arbitration Rules then in effect. BML shall nominate one arbitrator and Gladioli shall nominate a second arbitrator within thirty (30) days of the notification of the request for arbitration by the aggrieved party. The two nominated arbitrators shall decide upon the third arbitrator within thirty (30) days of the appointment by BML or Gladioli of the second-in-time arbitrator.
(b)	The proceedings shall be conducted in English, and all arbitrators shall be conversant with and have a thorough command of the English language and be familiar with the operation of joint venture companies and the mining and metallurgy industry.
(c)	The parties shall be bound by the award rendered by the arbitrators and judgment thereon may be entered in any court of competent jurisdiction.
(d)	Each party shall bear the costs of the arbitrator appointed by it and the parties shall share the costs of the third arbitrator and the other costs of the arbitration.

32.

Parties To Cooperate

32.1

The parties hereto shall respectively lend all the co-operation necessary for successful Exploration and to enable the development of a Project and shall do or cause to be done all acts and things to execute and deliver all documents necessary or advisable to carry out the intent of this Agreement and shall be just and faithfully one to the other and will not do or omit to be done anything whereby the interests of the undertaking as a whole are prejudiced. Each of the parties hereto will execute and do and take such steps as for the time being lie within its powers to procure that Kalimantan Gold, the Milling Company and all parties referred to in this Agreement shall do, perform, comply with all such acts and things contemplated under this Agreement and execute

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	all documents, deeds, release or assurances so that full effect may be given to this Agreement.
33.	Costs
33.1	Each party shall bear its own costs (including solicitors’ costs) in relation to the preparation and execution of this Agreement.
33.2	The stamp duty payable on the transfer(s) of shares from BML to Gladioli or its nominee pursuant to Clauses 34.1 and 41.2 shall be borne by Gladioli.
34.	Final Cessation Of Operations
34.1	On the final cessation of operations in respect of the last Exploration and Project, and following distribution of all surplus cash to Gladioli and BML in accordance with this Agreement, BML shall if so required by Gladioli, transfer to Gladioli or its nominee all BML’s shareholdings in Kalimantan Gold and the Milling Company for a consideration equal to its share of the net assets of those companies.
34.2	BML shall execute and lodge with the solicitors to Kalimantan Gold a power of attorney appointing Gladioli as BML’s attorney to do all acts and things as may reasonably be required in connection with the winding up of Kalimantan Gold upon a Withdrawal. The solicitors to Kalimantan Gold will be authorised to release such power of attorney to Gladioli if BML fails to comply with its obligations under this Agreement in connection with a Withdrawal and does not rectify such failure within 3 months of receipt of a written notice from Gladioli requesting it to remedy such failure. Zedex shall furnish Gladioli a copy of the executed said power of attorney with the format pre-agreed by Gladioli on Completion Date. The original copy of the said power of attorney shall be enclosed in an envelope sealed and addressed to and deposited with the Solicitors of Kalimantan Gold.
35.	Notices
35.1	All payments to be made to a party hereunder may (to the extent possible) be made and all notices, offers, requests, consents, demands and other documents and communications required or permitted to be given under this Agreement shall be in writing and may be addressed to a party at the address set forth in Clause 35.2 or to such other address as that party may have substituted therefore by notice in writing to the other parties, and shall be either delivered personally or sent by facsimile transmission or by airmail, postage prepaid, and shall be deemed to have been made or given in the case of hand delivery, upon delivery, in the case of facsimile transmission, upon successful transmission and in the case of airmail, on the seventh day after posting. The addressee shall in any case when requested by the sender, promptly provide the sender by facsimile transmission acknowledgment of receipt, but the delay or failure to give or receive any such acknowledgment will not affect the validity of the communication in respect of which it sought. If the sender elects to serve any notice or information by airmail it shall notify the receiver of that fact by facsimile at the time of mailing.

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35.2 The addresses of the parties hereto shall, until substituted in accordance with Clause 35.1 be as follows:

Each of the Gladioli Shareholders	Level 2
and the Gladioli Companies	Lots 9 and 10, Block H,
	Taman Sri Sarawak, Jalan Borneo, 93100
	Kuching
	Sarawak, Malaysia
	Ph: +82 422 959
	Fax: +82 420 959
BML and Zedex Minerals Limited	Level 2
	Claymore House, 63 Fort Street, Auckland,
	New Zealand
	Ph: +64 9 379 8787
	Fax: +64 9 379 8788
Kalimantan Gold	Level 2
	Lots 9 and 10, Block H,
	Taman Sri Sarawak, Jalan Borneo, 93100
	Kuching
	Sarawak, Malaysia
	Ph: +82 422 959
	Fax: +82 420 959
	With a copy to Zedex at the address above (or such other address as Zedex may specify from time to time).

36.	Assignment and Delegation
36.1	Unless all other parties hereto consent in writing, a party may only assign its rights and obligations hereunder as permitted by this Agreement or in conjunction with a transfer of its shares in Kalimantan Gold and the Milling Company as permitted under Schedule C and clauses 37 and 38.
36.2	Gladioli and BML shall procure that Kalimantan Gold and, from its incorporation, the Milling Company shall not, without the prior consent in writing of Gladioli and BML delegate all or any part of its obligations or duties under this Agreement, except as authorised hereby.
37.	Preemptive Rights
37.1	In order to give further substance to the pre-emptive rights clauses of Schedule C hereto, the parties confirm that any dealing (other than between related companies as permitted by Schedule C) in the shares of a corporate shareholder of Kalimantan Gold or the Milling Company (any dealing of the nature referred to being hereinafter referred to as an “external dealing”) shall be subject to the same constraints as are imposed by those clauses on dealings in the shares of those companies and accordingly before an external dealing is undertaken, the shares which are the subject

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	thereof shall first be offered to the other shareholder or shareholders of Kalimantan Gold or the Milling Company on no less favourable terms than are proposed in respect of the external dealing, and, if accepted by the offeree, thereafter transferred to it.
37.2	The provisions of the pre-emptive rights clauses as to time period, valuations and otherwise shall mutatis mutandis, apply in respect of any such offer.
37.3	Each party will ensure that any existing pre-emptive rights provisions affecting the shares or any such corporate shareholder, whether contained in its articles of association or otherwise, are modified appropriately to as to reflect the above intention.
37.4	Provided always that the provisions hereof shall not apply:

(a)	where the subject shares are transferred for the purpose of complying with the requirement of the National Economic Policy of Malaysia or equivalent official policy of the government of Malaysia for the time being;
(b)	to any dealings in shares in BML or Zedex Minerals Limited.

38.	Sale/Transfer of Shares
38.1	Neither Gladioli nor BML shall, without the prior written approval of the other, sell (or agree to sell) any of its shares in Kalimantan Gold or in the Milling Company unless the prospective purchaser thereof makes an offer to purchase all of Gladioli’s and BML’s shares in Kalimantan Gold and in the Milling Company on identical terms and conditions. However if the price or the terms and conditions offered for the shares are not acceptable to either of those parties, then the offer from the prospective purchaser cannot be accepted until the pre-emptive rights provisions of the articles of Kalimantan Gold and the Milling Company (if it is then in existence) have been complied with.
38.2	Notwithstanding anything else in this Agreement or the memorandum of articles of association of Kalimantan Gold, Gladioli shall not, without the prior written consent of BML, sell, transfer or otherwise dispose of its legal or beneficial interest in its shares in Kalimantan Gold or, from its incorporation, the Milling Company to any person if, following such sale, transfer or disposal, Kalimantan Gold or the Milling Company (as relevant) will cease to comply with the minimum Bumiputera shareholding requirements as set out in the FIC guidelines or the conditions to the FIC consent(s).
38.3	Notwithstanding any other provision of this Agreement, if any person(s) who in aggregate hold more than 50% of the issued ordinary shares in Kalimantan Gold or the Milling Company wish to sell all of their shares in such company to an unrelated third party transferee willing to purchase all of the shares in such company, then the remaining shareholder(s) shall, at the request of the proposing shareholder(s), sell all their shares in such company to such third party if:

(a)	the price and terms of sale are identical for all shares to be sold and that price is to be satisfied by cash and/or listed securities; and
(b)	the sale is on arms-length terms.

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	Any request made under this Clause 38.3 shall be in writing and shall specify the identify of the proposed transferee, the material terms of the offer, and the completion date.
38.4	The parties to this Agreement shall do all things reasonably required to ensure that Kalimantan Gold and the Milling Company (as relevant) continue to enjoy the rights afforded to them under or pursuant to this Agreement following the transfer of the shares in Kalimantan Gold and/or the Milling Company (as relevant) pursuant to Clause 38.3.
39.	Deed Of Assumption
39.1	Neither BML nor Gladioli shall assign, transfer or otherwise dispose of all or any part of their shareholding from time to time in either Kalimantan Gold or the Milling Company or all or any part of their interest under this Agreement unless they first procure the execution of the transferee, assignee or disponee` of a deed binding on such party in a form acceptable to the other parties hereto (acting reasonably) whereby the transferee, assignee or disponee covenants and undertakes to be bound by and observe and perform the covenants on the part of the assignor, transferor or disponor to the extent of the shareholding or interest acquired.
40.	Gladioli Quarry Areas
40.1	The areas where the Gladioli Companies have been working on production of limestone, marbles, lime powder, overburden and calcium carbonates and other industrial minerals except gold shall be subject to clauses 40.2 and 40.3.
40.2	Exploration and mining of gold and related activities (together “Gold Mining Activities”) by or on behalf of Kalimantan Gold or the Milling Company on the Tenements is to take precedence over all other activities on the Tenements. The Gladioli Companies may undertake other mining activities in the areas referred to in clause 40.1 provided that such activities do not prevent or obstruct the Gold Mining Activities. If Kalimantan Gold or the Milling Company decides to explore and mine or utilise any area for Gold Mining Activities, the Gladioli Companies shall cease all other activities on such area provided always that Kalimantan Gold or the Milling Company (as relevant) shall use all reasonable endeavours to minimise disruption to any pre-existing activities in the subject areas and shall use all reasonable endeavours to undertake, as far as possible, a complementary mining scheme with the quarry operators’ quarrying scheme.
40.3	If Kalimantan Gold reasonably believes that there are commercially viable gold deposits within an area outside the Exploration Area in which a Gladioli Shareholder, a Gladioli Company, or a Related Company of a Gladioli Company undertakes quarrying operations for the production of limestone, marbles, lime powder, overburden, calcium carbonates, or other industrial minerals, the Gladioli Companies and Gladioli Shareholders agree to (and shall procure that any relevant third party shall) act in a co-operative manner to allow Kalimantan Gold to apply for and obtain an exploration licence to explore for gold and other precious minerals in such area and, if a Development Decision is made by Kalimantan Gold in respect of such area,

46

	to obtain a mining lease to mine for gold and other precious minerals in such area. If the operations of Kalimantan Gold will impact on the relevant quarrying operations then Kalimantan Gold and the relevant Gladioli Company shall negotiate in good faith to agree an appropriate amount by which the Gladioli Company should be compensated for the adverse impact on the quarrying operations. The provisions of Clause 40.2 shall apply in respect of any such area the subject of this Clause.
41.	Default
41.1	Upon the happening of a Default Event, and throughout the period during which the circumstances which gave rise to the Default Event remain unremedied:

(a)	the Defaulting Shareholder shall not be entitled to exercise any power, right or privilege in respect of its shares in Kalimantan Gold and the Milling Company, including (without limitation) any right or power to vote or any right or power to appoint, remove or replace directors PROVIDED THAT nothing in this clause shall affect any entitlement of the Defaulting Shareholder to be paid any dividend declared in respect of its shares in such companies;
(b)	any director or chairman appointed by the Defaulting Shareholder shall not be entitled to exercise any right or power to vote at meetings of the board of directors of Kalimantan Gold or the Milling Company; and
(c)	unless otherwise required by applicable laws, all shareholder and board decisions may be made by the Non-Defaulting Shareholder (or the directors appointed by the Non-Defaulting Shareholder) notwithstanding anything to the contrary specified in this Agreement or the constitution of the relevant Company;

provided the Non-Defaulting Shareholder shall not be entitled to declare or pay a dividend, redeem any redeemable preference shares or otherwise act in such a manner which fundamentally alters the shareholding structure contemplated by this Agreement.

41.2

Upon the expiry of 30 days immediately following the happening of a Default Event, if the circumstances which gave rise to the Default Event remain unremedied and BML is the Non-Defaulting Shareholder, BML can (but is not obliged to) require Gladioli to purchase BML’s shares in Kalimantan Gold and (if it has been incorporated) the Milling Company for 130% of their market value as agreed between the parties and, if no agreement as to the market value of the shares is reached within 30 days of BML making such request, the market value will be determined by an international accounting firm nominated by BML. The interest of BML in Kalimantan Gold and, if incorporated, the Milling Company, shall be valued on a going concern basis and on the basis that they will continue to enjoy the full rights to their assets and the Tenements (and the assets and Tenements made available to such companies pursuant to this Agreement or otherwise made available immediately prior to the Default Event) for a minimum period of 20 years from the Default Event whether or not such is or is likely to be the case. For the avoidance of doubt, Gladioli shall purchase BML’s shares in Kalimantan Gold and (if it has been incorporated) the Milling Company for 130% of their market value as determined by the nominated

47

	international accounting firm on the foregoing basis. The parties shall do everything within their powers to effect the transfer of shares to Gladioli pursuant to this clause 41.2 and Gladioli shall pay to BML the agreed or determined consideration (plus all loans and other amounts payable by Gladioli to BML) as soon as BML executes the necessary transfer documentation notwithstanding that a third party approval may be required in order to effect such transfer of shares.
41.3	The rights contained in this clause 41 shall be without prejudice to any other rights a party may have in respect of a breach of this Agreement.
42.	Counterparts
42.1	This Agreement may be executed in one or more counterparts and by facsimile. Each counterpart (including facsimile counterparts) shall be deemed an original, and all counterparts together shall constitute one and the same Agreement.
43.	Partial Invalidity
43.1	If any provision of this Agreement or its application to any party or circumstance is or becomes invalid, or is held to be illegal or unenforceable to any extent, the remainder of this Agreement and its application will not be affected and will remain enforceable to the greatest extent permitted by law.
44.	Specific Performance
44.1	BML shall be entitled to obtain an order for specific performance against any other party to this Agreement defaulting in the performance of its respective obligations under this Agreement. It is hereby expressly agreed that where the remedy of specific performance is sought, an alternative remedy of monetary compensation shall not be regarded as compensation or sufficient compensation for any party’s default in the performance of the terms and conditions herein.
45.	Other Business Opportunities
45.1	Except as provided in Clause 40 and as otherwise expressly provided in this Agreement, each party will have the right to independently engage in, and receive full benefits from, business activities, whether or not competitive with the operations of Kalimantan Gold and the Milling Company, without consulting the other parties.
46.	Entire Agreement
46.1	This Agreement constitutes the entire Agreement between the parties with respect to its subject matter and supercedes the Heads of Agreement between Zedex Minerals Limited and Gladioli dated 26 June 2006.

IN WITNESS whereof the Parties hereto have set their hands and seals in order to give effect to this Agreement.

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THE COMMON SEAL of GLADIOLI	)
ENTERPRISES SDN BHD	)
(Company No. 89270-K) was hereunto	)
affixed by authority of its Board of	)
directors in the presence of:	)
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

THE COMMON SEAL of BUKIT	)
LINTANG ENTERPRISES SDN BHD	)
(Company No. 91725-H) was hereunto	)
affixed by authority of its	)
board of Directors in the presence of:	)
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

THE COMMON SEAL of CARINO	)
SDN BHD (Company No. 100173-V)	)
was hereunto affixed by	)
authority of its board of Directors	)
in the presence of:	)
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

THE COMMON SEAL of PRIORITY	)
TRADING SDN BHD	)
(Company No. 89740-K) was hereunto	)
affixed by authority of its board of	)
Directors in the presence of:	)
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

49

THE COMMON SEAL of BUROI	)
MINING SDN BHD	)
(Company No. 35548-U) was hereunto	)
affixed by authority of its board of	)
Directors in the presence of:	)
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

THE COMMON SEAL of GUNONG	)
WANG MINING SDN BHD	)
(Company No. 72530-H) was hereunto	)
affixed by authority of its board of	)
Directors in the presence of:	)
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

THE COMMON SEAL of BUKIT	)
YOUNG GOLDMINE SDN BHD	)
(Company No.41863-X) was hereunto	)
affixed by authority of its board of Directors in the presence of:	) )
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

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SIGNED on behalf of BAU MINING LIMITED
by two Directors:
/s/ Paul F. Seton	/s/ John Seton
Director	Director/Secretary
Name (printed): PAUL F. SETON	Name (printed): JOHN SETON

SIGNED on behalf of ZEDEX MINERALS LIMITED
by two Directors:
/s/ Paul F. Seton	/s/ John Seton
Director	Director/Secretary
Name (printed): PAUL F. SETON	Name (printed): JOHN SETON

SIGNED, SEALED and DELIVERED by	)
ALEXANDER LING LEE SOON	)
in the presence of:	)
/s/ Edmund Sun Kay Huat		/s/ Ling Lee Soon
Witness
Name (printed): EDMUND SUN KAY HUAT

SIGNED, by JOHN BIN JAIS @ JAE by	)
his attorney ALEXANDER LING LEE	)
SOON in the presence of:	)
/s/ Edmund Sun Kay Huat		/s/ Ling Lee Soon
Witness
Name (printed): EDMUND SUN KAY HUAT

SIGNED, by RICHARD HOU HEE	)
PHAT by his attorney ALEXANDER	)
LING LEE SOON in the presence of:	)
/s/ Edmund Sun Kay Huat		/s/ Ling Lee Soon
Witness
Name (printed): EDMUND SUN KAY HUAT

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THE COMMON SEAL of NATURAL	)
KALIMANTAN GOLD SDN BHD	)
(Company No. 666174-A)	)
was hereunto affixed by authority of its	)
board of Directors in the presence of:	)
/s/ Tan Leng Choo @ Tan Ying Tong		/s/ Ling Lee Soon
Director		Director/Secretary
Name (printed): TAN LENG CHOO                            @ TAN YING TONG		Name (printed): LING LEE SOON

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SCHEDULE A

List of Tenements

PART A : MINING LEASES (MLs) GRANTED (MAP B & MAP C)

COMPANY	ML No.	AREA (Ha)		MINERALS TO MINE	EXPIRY DATE	REMARKS
Bukit Lintang Enterprises Sdn. Bhd.	ML 102		41.7	Gold	11/06/2025	Renewal granted on 07/07/2004.
Priority Trading Sdn. Bhd.	ML 108		139.6	Antimony/Silver/Gold//Calcium	18/01/2023	Renewal granted on 04/08/2004.
Bukit Lintang Enterprises Sdn. Bhd.	ML 109		12.735	Antimony/Gold	11/06/2025	Renewal granted on 07/07/2004.
Carino Sdn. Bhd.	ML 115		49.4	Gold	04/03/2024	Renewal granted on 21/07/2004.
Gladioli Enterprises Sdn. Bhd.	ML 117		52.1	Antimony/Silver/Gold/Calcium	09/01/2025	Renewal granted on 09/08/2004.
Gladioli Enterprises Sdn. Bhd.	ML 119		5.281	Antimony/Silver/Gold/Calcium	23/05/2025	Renewal granted on 09/08/2004.
Bukit Lintang Enterprises Sdn. Bhd.	ML 121		33.80	Antimony/Gold	11/06/2025	Renewal granted on 07/07/2004.
Bukit Lintang Enterprises Sdn. Bhd.	ML 122		49.0934	Antimony/Gold	22/05/2025	Renewal granted on 07/07/2004.
Priority Trading Sdn. Bhd.	ML 123		2.6	Antimony/Gold	22/06/2024	Renewal granted on 04/08/2004.
Buroi Mining Sdn. Bhd.	ML 125		409.5	Antimony/Silver/Gold/Calcium	19/11/2025	Renewal granted on 21/07/2004.
	Total Area (Ha)		795.8094

MINING LEASE (ML) UNDER RENEWAL APPLICATION (MAP C)

COMPANY	LICENSE NO.	AREA (Ha)		MINERALS TO MINE	DATE ISSUED	REMARKS
Gunong Wang Mining Sdn. Bhd.	ML 101		67.18	Gold/Antimony	31/10/1999	Under Renewal Application.
	Total Area (Ha)		67.18

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PART B : MINING CERTIFICATES (MCs) GRANTED (MAP B & MAP D)

COMPANY	LICENSE NO.	AREA (Ha)		MINERALS TO MINE	DATE ISSUED	REMARKS
Gladioli Enterprises Sdn. Bhd.	MC No.  1D/1/1987		194	Antimony/Silver/Gold/Mercury	12/01/1987	Granted
Gladioli Enterprises Sdn. Bhd.	MC No.  1D/2/1987		82	Antimony/Silver/Gold	13/07/1987	Granted
Gladioli Enterprises Sdn. Bhd.	MC No.  1D/2/1987		3,237	Antimony/Silver/Gold	13/07/1987	Granted
Gladioli Enterprises Sdn. Bhd.	MC No.  1D/3/1987		7,240	Antimony/Silver/Gold	01/08/1987	Granted
Gladioli Enterprises Sdn. Bhd.	MC No.  KD/01/1994		1,694.86	Antimony/Silver/Gold	27/10/1994	Granted
Gladioli Enterprises Sdn. Bhd.	MC No. SD/1/1987		1,379	Antimony/Silver/Gold	13/07/1987	Granted
	Total Area (Ha)		13,826.86

PART C: EXCLUSIVE PROSPECTING LICENSES (EPLS) & GENERAL PROSPECTING LICENSES (GPLs) UNDER RENEWAL APPLICATION) (MAP B & MAP D)

COMPANY	LICENSE NO.	AREA (Ha)		MINERALS TO MINE	DATE ISSUED	REMARKS
Gladioli Enterprises Sdn. Bhd.	EPL Lot 1		7,163	Gold/Silver/Mercury/ Calcium	12/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 2		1,210	Gold/Silver/Mercury/ Calcium	13/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 3a		1,038	Gold/Silver/Mercury/ Calcium	16/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 3b		3,817	Gold/Silver/Mercury/ Calcium	16/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 4		3,498	Gold/Silver/Mercury/ Calcium	16/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 337 [Lot 5A]		1,817	Gold, Metals, Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 337 [Lot 5B (1)]		1,887	Gold, Metals, Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 338 [Lot 6]		1,247	Gold/Silver/Antimony/Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 339 [Lot 9]		1,710	Gold, Metals, Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 340 [Lot 7]		927	Gold, Metals, Minerals and Mineral oils	27/09/1996	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	GPL No. 3/1992 a		2,800	Metal/Mineral	26/08/1992	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	GPL No. 3/1992 b		5,700	Metal/Mineral	26/08/1992	Under Renewal Application.

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COMPANY	LICENSE NO.	AREA (Ha)		MINERALS TO MINE	DATE ISSUED	REMARKS
Gladioli Enterprises Sdn. Bhd.	GPL No. 4/1992		4,061	Metal/Mineral	26/08/1992	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	GPL No. 7/1995		17,028	Metal/Mineral	10/11/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	GPL 4/1996		986.80	Metal/Mineral	15/11/1996	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	GPL 39/1997		11,525	Metal/Mineral	22/08/1997	Under Renewal Application.
	Total Area (Ha)		66,414.80

EXCLUSIVE PROSPECTING LICENSE (EPL) UNDER APPLICATION (MAP D)

COMPANY	LICENSE NO.	AREA (Ha)		MINERALS TO MINE	DATE ISSUED	REMARKS
Gladioli Enterprises Sdn. Bhd.	EPL Lot 8		2,000	n.a.	n.a.	Under Application
	Total Area (Ha)		2,000

GENERAL PROSPECTING LICENSE (GPL) UNDER NEW APPLICATION (MAP E)

Company: Gladioli Enterprises Sdn Bhd

Tenement (Project) Name: Gunong Rawan

Tenement No.: SB1-SB6

Total Area Applied (Ha): 77,500

Application Date: Applied 27/03/1997

Current Status: Not yet granted

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SCHEDULE A

MAP A

Location map showing the outlines of the Bau and Serian (Block C) tenements, Sarawak, Malaysia

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MAP B

Bau tenement location map showing MLs and MCs (shaded in green) and EPLs and GPLs (shaded in purple)

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MAP C

Bau Mining Leases (MLs shaded in green, MCs shaded in blue)

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MAP D

Serian (Block C) tenements (MCs shaded in green, EPLs and GPLs shaded in blue)

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Map E: Gunung Rawan Block (new GPL application) in Serian District

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SCHEDULE B

Management

1.	BML as Manager
1.1	BML is hereby appointed as the Manager with overall responsibility to manage and carry out the operations of Kalimantan Gold and (from its incorporation) the Milling Company). BML hereby agrees to serve as Manager until it resigns as provided in Section 4.1. The board of each Company may appoint a replacement Manager on one month’s notice in writing to BML.
2.	Powers and Duties of Manager
2.1	Subject to the terms and provisions of this Agreement, the Manager will have the following powers and duties, which will be discharged in accordance with approved Exploration Programmes and Project Programmes and under the general guidance of the board of directors of the Company:

(a)	the Manager will manage, direct and control operations of the Company;
(b)	the Manager will implement the decisions of the board of directors of the Company and will make all expenditures on behalf of the Company necessary to carry out the approved Exploration Programmes and Project Programmes, and will promptly advise the board of the Company if it lacks sufficient funds to carry out operations;
(c)	the Manager will,

(i)

purchase or otherwise acquire, for and on behalf of the Company, all material, supplies, equipment, water, utility and transportation services required for its operations in accordance with an approved budget. Expenditure which is more than 10% above the budgeted expenditure and which exceeds RM10,000 (Malaysian Ringgit Ten Thousand) requires the prior approval of two of the board of directors of Kalimantan Gold; and

(ii)

obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions;

(d)	the Manager will conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Manager;
(e)	the Manager will make or arrange for all payments on behalf of each Company including, without limitation, all licence fees and rentals, all taxes, assessments and other like charges;
(f)	if authorised by the board of the Company, the Manager will have the right, acting on behalf of the Company, to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Manager deems them to be

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unlawful, unjust, inequitable or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager will be required to pay them;

(g) the Manager will:

(i)	apply for all necessary permits, licenses and approvals on behalf and in the name of the relevant Company,
(ii)	comply with applicable laws and regulations in all material respects,
(iii)	promptly notify the board of the Company of any allegations of any material violation of applicable laws and regulations, and
(iv)	prepare and file, on behalf of the Company, all reports and notices required under applicable laws and regulations.

	The Manager will not be in breach of this provision if a violation has occurred and the Manager in a timely fashion takes such steps as might be available to remedy the violation or to prevent its recurrence or disposes of the same through payment of fines or penalties imposed in accordance with the law;
(h)	the Manager will prosecute and defend as it considers appropriate, but will not initiate without consent of the board of the Company, all litigation or administrative proceedings arising out of operations of the Company;
(i)	the Manager will obtain and maintain for and on behalf of the Company such insurance, with such limits and deductibles, as would normally be maintained by a reasonably prudent operator in the circumstances, either by way of a separate policy or the extension of coverage under a “blanket” policy maintained by the Manager or an Affiliate of the Manager;
(j)	the Manager may with the prior approval of two of the directors of Kalimantan Gold (including one Gladioli representative), on behalf of the Company, dispose of assets, whether by abandonment, surrender or sale in the ordinary course of business, except that the Tenements may not be sold, transferred or abandoned by the Manager except with the unanimous approval of the board of directors of Kalimantan Gold;
(k)	the Manager will have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors;
(1)	the Manager will keep and maintain all required accounting and financial records for the Company as required pursuant to Schedule C;
(m)	the Manager will comply with obligations imposed on it under Schedule C and shall otherwise undertake its duties in compliance with the terms of this Agreement so that each party benefits from the rights expressly conferred on it under this Agreement;

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(n) the Manager will undertake all other activities reasonably necessary to fulfil the foregoing.

2.2	The Manager will not be in default of any duty under this section 2 if its failure to perform results from the failure of one or more of the other parties to perform acts or to contribute or pay amounts required of them by this Agreement or if any act or omission of the Manager is done or omitted to be done at the direction or with the concurrence of the board of the relevant Company.
2.3	The Manager has full power and authority to incur all Exploration Expenditure and Development Expenditure on behalf of the Company in accordance with the Exploration Programmes and Project Programmes.
2.4	The Manager has full power and authority to do all of the aforementioned acts and exercise all of its powers on behalf of and in the name of the Company subject to any restrictions which the board of directors of Kalimantan Gold may place on such powers from time to time.
3.	Standard of Care
3.1	The Manager will conduct all operations in a good, workmanlike and efficient manner, in substantial accordance with sound mining and other applicable industry standards and practices, and in substantial accordance with the terms and provisions of the Tenements, leases, licenses, permits, contracts and other agreements pertaining to assets of the Company. The Manager will not be liable to the other parties for breach of this Agreement or any other act or omission, damage or loss unless the same constitutes the Manager’s willful misconduct or gross negligence.
4.	Resignation
4.1	BML may resign as Manager upon one month’s prior notice to the other parties.
5.	Payments to Manager
5.1	Each month, the Manager will charge the Company a sum for each phase of operations as provided below, which will be a liquidated amount to reimburse the Manager for its home office overhead and general and administrative expenses to conduct each phase of the operations, and which will be in lieu of any management fee:

(i)	Exploration Phase — ten percent (10%) of Allowable Costs.
(ii)	Major Construction Phase — two percent (2%) of the Allowable Costs.
(iii)	Mining Phase — three percent (3%) of Allowable Costs.

The term “Allowable Costs” means all Exploration Expenditure and/or Development Expenditure (as relevant) actually incurred, but excluding (1) the administrative charge payable to the Manager; and (2) depreciation, depletion or amortization of tangible

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assets. The Manager will attribute such Allowable Costs to a particular phase of operations by applying the following guidelines:

(i)	The “Exploration Phase” will cover those activities conducted to ascertain the existence, location, extent or quantity of any deposit of ore or mineral. Such phase shall cease when a Development Decision is made in respect of such deposit.
(ii)	The “Major Construction Phase” will cover those activities conducted to access a commercially feasible ore body to extend production of an existing ore body, and to construct or install related fixed assets, and will include all activities involved in the construction of a mine, mill, smelter or other ore processing facilities.
(iii)	The “Mining Phase” will include all other activities not otherwise covered above, including activities conducted after mining operations have ceased.

5.2	The Manager shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred by it in the performance of its duties including, without limitation, reimbursement of all travel and accommodation expenses. Such reimbursement shall be in addition to the administration charge referred to above.
6.	Transactions with Affiliates
6.1	The Manager may engage Affiliates to provide services, supplies, equipment or machinery hereunder, provided that it does so on terms no less favourable than would be obtainable from unrelated persons in arm’s length transactions.
7.	Activities Absent Approved Plan and Budget
7.1	If the board of directors of a Company for any reason fails to adopt an Exploration Programme or Project Programme then, subject to the contrary direction of the relevant board of directors and to the receipt of necessary funds, the Manager will continue operations at levels necessary to maintain and protect the assets and interests of the relevant Company and to comply with all contractual and regulatory obligations related thereto. The parties will be obliged to fund each Company in accordance with this Agreement until a new programme has been adopted. For the purposes of determining the required funding, the last adopted Exploration Programme or Project Programme (as relevant) will be deemed to have been extended.
8.	Independent Contractor
8.1	The Manager is and shall act as an independent contractor and authorized agent of each Company and not as an agent of the Shareholders. The Manager will maintain complete control over its employees and all of its subcontractors with respect to performance of its duties. Nothing contained in this agreement or any subcontract awarded by the Manager will create any contractual relationship between any subcontractor and the other Shareholders. The Manager will have complete control over and supervision of operations and will direct and supervise the same so as to ensure their conformity with this Agreement.

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9.

Indemnification of Manager

9.1

Kalimantan Gold will indemnify and save the Manager harmless from and against any and all loss, liability, claim, demand, damage, expense, injury and death (including, without limiting the generality of the foregoing, legal fees) (collectively the “Loss”) resulting from any acts or omissions of the Manager or its operators, employees or agents. The Manager will not be indemnified nor held harmless by Kalimantan Gold for any Loss resulting from the gross negligence or willful misconduct of the Manager or its officers, employees or agents.

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SCHEDULE C

1	Board Of Directors
1.1	Except as otherwise required by mandatory provision of the laws of Malaysia and subject to Schedule B, the overall responsibility for the management, direction and control of the Company shall be vested in the board of directors (“Board”).

1.2 (a) Unless the Shareholders otherwise agree from time to time and subject to paragraph (b) hereof, the holder of the majority of the “A Class” ordinary shares in the Company shall be entitled to appoint two Directors (each director appointed by the holder of the majority of the “A Class” ordinary shares shall hereinafter be called an “A” Director) to the Board and the holder of the majority of the “C Class” ordinary shares shall likewise be entitled to appoint three Directors (each director appointed by the holder of the majority of the “C Class” ordinary shares shall hereinafter be called a “C” Director).

(b) In the event of a transfer of shares of one of the above-mentioned classes to the holder of the shares of the other class, the shares transferred shall thereupon become and thereafter be designated as shares of that other class. In the event that the “A Class” ordinary shares become the majority of the issued shares of the Company then such shares shall confer on the holder of the majority thereof the right to appoint three A-Directors while the holder of the majority of the “C Class” ordinary shares shall have the right to appoint two C-Directors. In the event that the “C Class” ordinary shares become the majority of the issued shares of the Company then such shares shall confer on the holder of the majority thereof the right to appoint three C-Directors to the Board whilst the holder of the majority of the “A Class” ordinary shares shall have the right to appoint two A-Directors to the Board.

1.3	The powers of the Shareholders to appoint Directors hereunder shall include the powers to fix the period of their appointment and to remove a Director so appointed. Whenever a Director for any reason whatsoever ceases to be a Director of the Company, the party which nominated such Director shall be entitled to nominate another Director in his place.
1.4	The right of nomination, determination of period of office or removal of a Director pursuant to this Clause shall be exercised by notice in writing signed by or on behalf of the party entitled to exercise such right. Such notice shall be addressed to the Secretary for the time being of the Company and such nomination, determination or removal shall take effect from the date of receipt of such notice or on the date specified therein, whichever shall be later.
1.5	Any Director may from time to time appoint any person to be an Alternate Director of the Company, and may at any time remove the Alternate Director so appointed by him from office.

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1.6	The first Chairman of the Board shall be Paul Seton who is deemed appointed by the holder of the majority of the “A Class” shares. The Chairman shall hold office for one year following which a new Chairman shall be elected by the Directors from time to time on the nomination of the holder of the majority of the “C Class” shares and each year thereafter a new Chairman shall be appointed on the basis of a nomination made by the holder of a majority of the “A Class” shares and the holder of the majority of the “C Class” shares on an alternating basis. The Chairman shall automatically cease to hold such office if he ceases for any reason to be a Director of the Company. The Chairman shall not have a second or casting vote at any meeting of the Company or its directors.
1.7	Each of the Directors of the Company shall be given written notice of the time, date and place of meetings of the Board at least seven (7) days prior to the date of convocation of such meeting in each case; provided, however, that such period of notice may be shortened for any particular meeting by the unanimous written consent of all the Directors in office. All such notices shall be accompanied by a complete agenda for the meeting. All such notices and agenda items shall be set forth in English. The quorum necessary for the transaction of business at a meeting of the Board shall be three (3) Directors or their Alternates and comprising at least one A-Director and one C-Director provided that if a quorum is not present at any meeting, such meeting shall stand adjourned to the same time and place one (1) week later and if a quorum is not present at the adjourned meeting then the Director or Directors present shall constitute a quorum and may deal with the business for which such meeting was convened.
1.8	Each Shareholder undertakes to vote, or to cause the Directors elected or appointed on its nomination as the case may be, to vote or take such necessary actions as to give effect to and implement the provisions of the Agreement to which this Schedule is attached.
1.9	The Board shall meet at least once every calendar quarter.
1.10	Unless otherwise stated in this Agreement, all decisions of the Board shall be made by majority vote.
1.11	The Directors will not be entitled to any remuneration from the Company for the services they perform in their role as Director.
1.12	All proceedings of the Board will be fully and accurately minuted in English and all meetings of the Board shall be conducted in English.
1.13	The Board may take decisions without holding a meeting. A resolution in writing signed by all members of the Board for the time being shall be as valid as if it had been duly passed unanimously at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each duly signed by one or more members of the Board. Any such document may be signed and sent by facsimile or other electronic means.
1.14	The members of the Board may meet by means of a telephone or other audio meeting provided that the requisite Directors required to constitute a quorum are

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	contemporaneously linked together by telephone or other audio means whereby all Directors present can hear each other.
2.	Accounting/Financial Policies
2.1	The financial and accounting procedures of the Company to be implemented by the Manager are set forth in this section 2. It is the intent of the parties that the Manager will not lose or profit by its duties or responsibilities as Manager (other than by way of receipt of the administration fee payable pursuant to Schedule B). The accounting policies and procedures set out in this section 2 will be reviewed by the board of directors of the Company upon request of the Manager to ensure that the Manager does not profit or suffer a loss from serving as a manager. The board of directors of the Company will approve such modifications to these accounting policies and procedures as are required to remedy any alleged unfairness or inequity.
2.2	Unless otherwise agreed between Gladioli and BML the accounting period of the Company shall run from 1st April one year to 31st March of the next year. The Manager will maintain, for and on behalf of the Company, detailed and comprehensive cost accounting records, prepared in accordance with these accounting procedures and policies and IFRS, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to provide a record of revenues and expenditures and periodic statements of financial position and the result of operations for managerial, tax, regulatory or other financial reporting purposes. Such records will be retained for the duration of any period necessary to comply with tax or other regulatory requirements. The records will reflect all obligations, advances and credits of the Shareholders.
2.3	At the end of each of its accounting periods, the books of accounts and records of the Company shall be audited by Messrs Ernst & Young. The auditors of the Company for the time being are eligible for re-appointment at the annual general meeting of the Company. The auditors of the Company for the time being shall prepare and supply to the Shareholders their report on the financial accounts of the Company suitable for use by each in connection with its financial and tax reports.
2.4	Subject to the following, as soon as possible after the close of each month but not later than the 30th of the following month, the Manager shall, on behalf of the Company, submit to each of the Shareholders a financial report, including actual performance against budget (and explanation of major variances) in respect of such month and the accounting period to date. The Manager shall, on behalf of the Company, provide to each of the Shareholders as soon as possible after the close of each month sales, operations, production, marketing and personnel reports in respect of such month. Until such time as a development Project has commenced the Company will only be required to report in accordance with the foregoing on a quarterly basis for each of the quarterly periods ending on 31 March, 30 June, 30 September and 31 December in each year.
	Each Shareholder shall have the right to appoint its representatives during normal working hours to check and verify any such reporting period.

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2.5 The Manager shall ensure that the Company shall prepare its accounts in accordance with IFRS and, to the extent that they are not inconsistent with IFRS, shall adopt the following accounting policies:

(a)	All sales and revenues shall be brought to account in the accounting period in which they arise.
(b)	Depreciation rates for fixed and other assets are to be established by the approval of the Board.
(c)	All operating expenditure shall be expensed in the year it is incurred but the Company shall be entitled to carry forward those expenses attributed to the subsequent year or years.
(d)	All exploration, research and development costs shall be expensed in accordance with the recommendation of the Company’s auditors.
(e)	Pre-operational expenses shall be written off in the most tax-advantageous manner.
(f)	Where there can be a doubt as to whether an expenditure should be capitalised or expensed, a conservative approach is to be adopted.
(g)	Stocks are to be costed on a full average cost basis or the prevailing net realisable value, whichever is the lower.
(h)	Where there can be a doubt as to the eventual marketability of stocks, or as to the obsolescence of spare parts stocks, a conservative approach is to be adopted in writing down or providing against the same.
(i)	A conservative approach is to be adopted where it is necessary to make provisions against or for debts, claims or liabilities of the Company.

2.6	The Manager will maintain, in the name and on behalf of the Company, one or more separate bank accounts for the payment of all expenses and the deposit of all cash receipts. Such accounts will be interest bearing, if practical. All cheques of Kalimantan Gold will have two signatories, one from Gladioli and the other from BML, subject to Gladioli having a signatory available.
2.7	The financial affairs of the Company shall be managed on a commercial basis and be conducted in accordance with the following policies:

(a) The Company shall pay all ordinary and necessary liabilities incurred in the operation of its business. The revenues from operations of the Company shall be applied by the Company to pay such liabilities and:

(i) to pay any and all Development Expenditure and Exploration Expenditure;

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(ii)	to pay capital expenditures and to establish appropriate reserves therefore;
(iii)	to repay Shareholder loans, redeem preference shares and pay dividends as provided in Clause 20 of the Agreement;
(iv)	to make such other payments as may be directed from time to time by the Board.

(b) Surplus moneys not immediately required for the conduct of the Company’s operations may be invested by the Manager on behalf of the Company:

(i)	on deposit with any licensed bank, or
(ii)	in any other manner approved by the board of directors of the Company.

(c)

The Manager shall at all times take into consideration the policies of the Government of Malaysia in the granting of the Tenements when entering into any business arrangement or contract. In particular, but without limiting the generality of the foregoing the contract for the construction of a Mill shall be made by way of open tender and the Manager shall endeavour to use Malaysian contractors if such tenders are at competitive price terms and the services and/or goods offered are of a quality comparable with tenders by foreign parties.

(d)

The Manager shall not take any of the following actions on behalf of the Company unless approved by a resolution of the Board with at least one A-Director and one C-Director voting in favour of the resolution relating to such business.

(i)	the exercise of any of the Company’s borrowing powers (including the establishment of any bank overdraft and the raising of any limit on such overdraft), the exercise of any of the Company’s powers to mortgage or charge its undertaking or property or any part thereof or the exercise of any of the Company’s powers to guarantee any obligation of any third party provided that the “A” Director may not unreasonably withhold an affirmative vote in respect of a Project financing proposal put forward by the “C” Directors. The foregoing restriction does not apply to any loan made by BML to the Company to fund Exploration Expenditure or finance a Project. Any such loan need only be approved by simple majority of the Board with no requirement for a Director of a particular class to vote in favour;
(ii)	the declaration of any dividend or other distribution (other than dividends payable on the preference shares which shall be approved by a simple majority vote);
(iii)	the entry by the Company into any material long term contracts or arrangements or any contracts or arrangements made otherwise than in

70

	the ordinary course of the Company’s business or otherwise than on an arm’s length basis, except, in each case, any contract required in order to progress any Exploration or Project in the manner contemplated in the relevant Exploration Programme or Project Programme;
(iv)	the incurring by the Company of any single item of capital expenditure which has not been approved under the budget for such financial year (as established by the Board of the Company) and which exceeds 20% of the amount of capital expenditure contemplated in such approved budget;
(v)	any change in the accounting policies or practices of the Company; and/or
(vi)	the entry by the Company into any joint venture or partnership except, in each case, any joint venture or partnership required in order to progress any Exploration or Project in the manner contemplated in the relevant Exploration Programme or Project Programme.

2.8	The Manager shall use its best endeavours to obtain quotations locally within Malaysia for all capital expenditures, purchase of consumable materials and disposal of assets where transaction in each of such cases exceeds RM100,000.
2.9	For the purpose of this Agreement, the expression:
	“debt” shall mean all advances of loans (whether long or short term), sundry creditors, trade creditors and other liabilities of the Company.
	“equity” shall mean the issued capital, share premium account, undistributed profits if any (or less accumulated losses, if any, as the case may be) and any general reserves other than arising from assets revaluation of the Company.
2.10	The Company is permitted to retain up to Ringgit Two Million (RM2,000,000) in retained earnings and thereafter any further accumulation of retained earnings shall be up to ten percent (10%) of its distributable profits of each year. Subject to the foregoing and availability of tax credit and subject to the Board of directors of the Company determining that a lesser amount of retained earnings shall be distributed, not less than ninety percent (90%) of the distributable profits of the Company shall be available for distribution.
2.11	Notwithstanding anything contained in the preceding provisions of this Clause, the following matters shall require the unanimous consent of the Directors or the Shareholders of the Company for the time being:

(a)	any distribution of shares in the Company to the Shareholders arising from capitalisation of share premium accounts;
(b)	any issuance of ordinary shares in the Company other than as contemplated by this Agreement. For the avoidance of doubt, the issuance of preference shares

71

during the Exploration phase and in accordance with an approved budget only requires approval by simple majority vote of the Board and Shareholders.

3.	Shares
3.1	All shares to be issued by the Company hereafter shall be subject to the approval of the meeting of Shareholders of the Company and in accordance with the applicable provisions of the Companies Act 1965 (“Companies Act”). Neither of the Shareholders will vote at such meetings against the passing of resolutions or proposals authorising the Company and the Board to issue from time to time such numbers of shares as shall be necessary to enable the implementation of the provisions of this Agreement.
3.2	Without the prior written consent of the other Shareholder or as otherwise provided in this Agreement, no Shareholder shall transfer or otherwise dispose of its shareholdings now or hereafter owned by it, or any rights or interests therein, to any person, firm, corporation or other entity except in accordance with the following provisions of this Agreement.
3.3	Any of the Shareholders may assign and transfer the whole of its rights and obligations under this Agreement and the whole of its shareholding in the Company to a corporation which is an Affiliate or Related Company of such shareholder or, in the case of BML, a related body corporate within the meaning of the Corporations Law of Australia, a related company as defined in the New Zealand Companies Act 1993 or an affiliate as defined in the Canadian Business Corporations Act but the transfer of such shares to any such company shall be subject to approval being obtained from the relevant regulatory authorities in Malaysia, including but not limited to FIC and to the transferor and the transferee first undertaking to the other Shareholder that the transferee shall not cease to be an affiliate or related company of the transferor without first transferring all the shares held by it in the Company back to the transferor or to another affiliate or related company of the transferor.
3.4	Subject to the provisions of 3.3 above any Shareholder who wishes to transfer its shareholding in the Company shall comply with the following:

(a)

Before transferring or requiring the Company to register a transfer of any shares, the Shareholder proposing to transfer the same (hereinafter called “the proposing transferor”) shall give a notice in writing (hereinafter called “the transfer notice”) to the Company that it desires to transfer the same and the transfer notice shall constitute the Company its agent for the sale of the shares therein mentioned at the prescribed price to any Shareholder. A transfer notice once given shall not be revocable except with the approval of the Board. Unless agreed in writing by the other Shareholders, a transfer notice must be given in respect of all (and not some only) of the proposing transferor’s shares in Kalimantan Gold and the Milling Company.

(b)

All shares included in any transfer notice shall be offered by the Company in the first instance for sale at the prescribed price to the other Shareholders. All offers of shares under this paragraph shall be made by writing sent through the post in prepaid letters addressed or by facsimile transmission to the

72

Shareholders at their respective registered addresses, and every such offer shall have a time period of sixty (60) days within which the offer must be accepted or in default may be treated as declined.

Every such offer shall be capable of acceptance by the offeree or its nominee, (such nominee to be, if Malaysian law or governmental policy so requires, a Malaysian citizen or corporation qualified to accept and hold such shares).

(c)	If the Company within a period of sixty (60) days after receiving the transfer notice (or such longer period as may be necessitated by the provisions of paragraphs (g) or (h) below) shall find a Shareholder or nominee of a Shareholder (hereinafter called “the purchaser”) willing to purchase the shares therein mentioned, the Company shall give notice in writing thereof to the proposing transferor, and such transferor shall be bound, upon payment of the prescribed price, to transfer the shares mentioned in the transfer notice to the purchaser thereof.
(d)	Every notice by the Company under paragraph (c) stating that it has found a purchaser for the shares shall state the name and address of the purchaser and the purchase shall be completed at a place and time to be fixed by the Company, not being more than (30) days after the date on which the prescribed price of those shares shall have been agreed or fixed as hereinafter provided, unless the provisions contained in paragraph (h) shall apply.
(e)	If the proposing transferor, after having become bound to transfer shares to a purchaser, shall make default in transferring the shares, the Company may transfer the shares to the purchaser, and the Company may receive the purchase money, and shall thereupon cause the name of the purchaser to be entered in the register as the holder of the shares, and shall hold the purchase money in trust for the transferor. The receipt of the Company for the purchase moneys shall be a good discharge to the purchaser, and he or it shall not be bound to see to the application thereof, and after the name of the purchaser has been entered in the register in purported exercise of the aforesaid powers the validity of the proceedings shall not be questioned by any Shareholder.
(f)	If the Company shall not, within a period of sixty (60) days after receiving a transfer notice (or such longer period as may be necessitated by the provisions of paragraphs (g) or (h) below), find a Shareholder or nominee of a Shareholder desiring to purchase the shares mentioned in the transfer notice, and has given notice in writing thereof to the proposing transferor, or if the Company shall within the period aforesaid give to the proposing transferor notice in writing that the Company has no prospect of finding purchasers of such shares, the proposing transferor shall be at liberty to transfer the shares at any time within one hundred and twenty (120) days after giving the transfer notice to any person or company qualified under Malaysian law and governmental policy to accept and hold such shares, at a price not being less than the price at which the shares were offered to the Shareholder.
(g)	In this Clause “the prescribed price” means the sum per share specified in any transfer notice as the sum which the proposing transferor giving the notice

73

fixes as the fair value of the shares therein mentioned, unless the purchaser, when agreeing to purchase the shares notifies the Company that he does not accept such sum as the fair value of the shares, in which case, and also in any case where the transfer notice does not specify any sum per share as the fair value of the shares included therein, or is deemed to be given pursuant to any provision of these presents, the prescribed price of the shares being purchased shall be the fair value of the shares to be agreed between the proposing transferor and the purchaser within fourteen (14) days after the name and address of the purchaser is notified by the Company to the proposing transferor or, failing such agreement, the fair value determined by an internationally recognised merchant bank nominated by the Company’s main banker. All costs incurred shall be borne equally by the proposing transferor and the purchaser concerned. The merchant bank shall be acting as an expert not as an arbitrator and the provisions of the Arbitration Act 2005 shall not apply.

(h)

Notwithstanding anything herein contained where the sale of any share shall be subject to approval being obtained from the relevant regulatory authorities in Malaysia, including but not limited to the FIC then completion of the sale of shares shall be subject to such approvals being obtained.

3.5

If any Shareholder shall be adjudged bankrupt or a receiving order be made against him or it or go into liquidation (other than for the purpose of amalgamation and reconstruction) his or its trustee in bankruptcy or liquidator, as the case may be, shall be bound forthwith to give to the Company a transfer notice as provided in 3.4 above in respect of all the shares registered in the name of such Shareholder, and if no such transfer notice is given within one (1) month of the bankruptcy, receivership or liquidation, the receiver, trustee in bankruptcy or liquidator shall be deemed to have given such notice at the expiration of the said period of one (1) month and the provisions of these presents shall have effect accordingly.

3.6

All restrictions on transfer of shares created hereby shall terminate on the occurrence of any of the following events:

(a)	a single Shareholder becomes the holder of all the shares which are then subject to this Agreement; or
(b)	the execution of a written instrument by the parties hereto which terminates the same.

3.7

Notwithstanding anything hereinbefore contained, no transfer of any share to any person or company who is not a party to this Agreement and to whom it is intended to be transferred shall be registered unless such person or company shall first sign an agreement in a form satisfactory to the Board whereby the terms and conditions of this Agreement (subject to such amendments thereto as shall from time to time be in force) become binding upon and enforceable by and against such person or company in all respects from the date of the transfer as if he had been a party named herein and a signatory hereto originally.

3.8

Each ordinary share shall entitle the holder to one vote on any resolution of the shareholders of the Company.

74

4.	Shareholders’ Meetings
4.1	Except as otherwise required by mandatory provisions of the Companies Act each Shareholder shall be given notice of the time, date and place of general meetings of the Shareholders of the Company at least twenty-one (21) days prior to the date of convocation of such meetings; provided that such period of notice may be shortened for particular meetings with the unanimous written consent of all the Shareholders. All such notices shall be accompanied by a complete agenda for the meeting in each case and if possible the texts of resolutions proposed to be adopted at such meetings.
4.2	Except as otherwise required by mandatory provisions of the Companies Act a quorum for a general meeting of the Shareholders of the Company shall require the presence, in person or by proxy of Shareholders of the Company holding more than seventy percent (70%) of the total issued shares and entitled to vote thereat, and resolutions of general meetings of Shareholders of the Company shall be adopted by affirmative vote as prescribed in the Articles of Association of the Company or applicable provisions under the Companies Act Provided that, if at any general meeting, a quorum as hereinbefore specified is not present, then the meeting shall stand adjourned for one (1) week to the same time and place and, at the adjourned meeting, the Shareholder or Shareholders present shall constitute a quorum.
4.3	Save as otherwise required by applicable laws or expressly stated in this Agreement, all resolutions of Shareholders shall be effective and binding if passed by Shareholder(s) holding more than 50% of the issued ordinary shares in the Company (or by the representatives or proxies of such Shareholder(s)).
5.	General Meetings And Actions Requiring Shareholders’ Approval
5.1	General Meeting
	Notwithstanding anything in the Articles to the contrary, no business shall be transacted at any general meeting of the Company unless a quorum of members is present throughout the meeting.
5.2	Matters Requiring Special Resolution
	The Shareholders agree that none of the following actions of the Company shall be taken by the Company unless approved by the Shareholders in general meeting by Special Resolution:

(a)	any amendment to any provision of the Memorandum and Articles of Association of the Company;
(b)	the liquidation, dissolution, reorganisation or restructuring of the Company;
(c)	any increase of the authorised or issued ordinary share capital of the Company or any grant of any option over the unissued share capital of the Company. For the avoidance of doubt, the issue of preference shares only requires approval by simple majority vote of the Shareholders;

75

(d)	any subscription by the Company for, or any purchase or acquisition by the Company of, any shares, debentures, loan stock or other securities (or interest therein) whatsoever in, or any acquisition of any business, undertaking or assets of, any other company or unincorporated body;
(e)	the issuance by the Company of any debentures, loan stock or other form of security or the granting of any options or other rights over any of the same;
(f)	any change in the auditors of the Company; and
(g)	any change in the financial year of the Company.

76

SCHEDULE D

Expired Licences

CATEGORY 1 : MINING LEASE (ML) UNDER RENEWAL APPLICATION

	LICENSE	AREA			DATE
COMPANY	NO.	(Ha)		MINERALS TO MINE	ISSUED	REMARKS
Gunong Wang Mining Sdn. Bhd.	ML 101		67.18	Gold/Antimony	31/10/1999	Under Renewal Application.
	Total Area (Ha)		67.18

CATEGORY 2 : EXCLUSIVE PROSPECTING LICENSES (EPLS) UNDER RENEWAL APPLICATION

	LICENSE	AREA			DATE
COMPANY	NO.	(Ha)		MINERALS TO MINE	ISSUED	REMARKS
Gladioli Enterprises Sdn. Bhd.	EPL Lot 1		7,163	Gold/Silver/Mercury/ Calcium	12/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 2		1,210	Gold/Silver/Mercury/ Calcium	13/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 3a		1,038	Gold/Silver/Mercury/ Calcium	16/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 3b		3,817	Gold/Silver/Mercury/ Calcium	16/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL Lot 4		3,498	Gold/Silver/Mercury/ Calcium	16/05/1988	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 337 [Lot 5A]		1,817	Gold, Metals, Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 337 [Lot 5B (1)]		1,887	Gold, Metals, Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 338 [Lot 6]		1,247	Gold/Silver/Antimony/ Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 339 [Lot 9]		1,710	Gold, Metals, Minerals and Mineral oils	15/12/1995	Under Renewal Application.
Gladioli Enterprises Sdn. Bhd.	EPL 340 [Lot 7]		927	Gold, Metals, Minerals and Mineral oils	27/09/1996	Under Renewal Application.
	Total Area (Ha)		24,314

77

SCHEDULE E

Initial Exploration Programme

78

SCHEDULE F

Share Capital of Gladioli Companies

Gladioli Company	Shareholder	Shares Held
Bukit Lintang Enterprises Sdn Bhd	Ling Lee Soon		52,500	(21%)
	John Bin Jais @ Jae		100,000	(40%)
	Richard Hou Hee Phat		97,500	(39%)
Buroi Mining Sdn Bhd	Ling Lee Soon		410,000	(41%)
	John Bin Jais @ Jae		300,000	(30%)
	Richard Hou Hee Phat		290,000	(29%)
Carino Sdn Bhd	Ling Lee Soon		699	(69.9%)
	Ling Lee Kong		1	(0.1%)
	John Bin Jais @ Jae		300	(30%)
Gladioli Enterprises Sdn Bhd	Ling Lee Soon		200,000	(20%)
	John Bin Jais @ Jae		400,000	(40%)
	Richard Hou Hee Phat		400,000	(40%)
Gunong Wang Mining Sdn Bhd	Ling Lee Soon		21,000	(70%)
	John in Jais @ Jae		9.000	(30%)
Priority Trading Sdn Bhd	Ling Lee Soon		210,000	(70%)
	John in Jais @ Jae		90,000	(30%)
Bukit Young Goldmine Sdn Bhd	Ariffin Kusuma		177,500	(47.3%)
	John Bin Jais @ Jae		112,500	(30%)
	Ling Lee Soon		85,000	(22.7%)

79

SCHEDULE G

Back-Rent Owed

														Mining Rent				Total Mining
										Annual		Mining		Overdue For 2002,				Rent Overdue For
										Mining		Rent		2003, 2004, 2005 &		Surcharge		2002, 2003, 2004,
1		GLADIOLI ENTERPRISES SDN.BHD.		ORIGINAL		AREA AFTER		EXPIRY		Rent		Paid		2006		10%		2005 & 2006
		TENEMENT	LOCALITY	AREA (Ha)		RENEWAL(Ha)		DATE		RM		RM		RM		RM		RM
		MC1D/1/1987	Jugan Road/ Sirenggok Road/ Jambusan Road/ Bau		194.00		N/A				1,940.00		—		9,700.00		970.00		10,670.00
		ML 117	Bau District (Tai Parit & Arong Bakit)		60.00		52.10		09.01.2025		600.00		3,000.00		—		—		—
		ML 119	Bau District (Jugan)		5.281		5.281		23.05.2025		53.00		265.00		—		—		—
		MC1D/2/1987	Buso/Paku Road (Bau) & Subang (Pedawan)		3,319		N/A				33,190.00		—		199,140.00		19,914.00		219,045.00
		MC1D/3/1987	Bau/Krokong/Pangkalan Tebang		7,240		N/A				72,400.00		—		362,000.00		36,200.00		398,200.00
		MCSD/1/1987	Tama/Tebakang/Tebedu Road/Serian		1,379		N/A				13,790.00		—		68,950.00		6,895.00		75,845.00
		MCKD/01/1994	West Pedi/Paku/Buso/Merembeh/Jambusan/ Sirenggok Area		1,694.86		N/A				16,948.60		—		84,743.00		8,474.30		93,217.30
											138,921.60		3,265.00		724,533.00		72,453.30		796,986.30
	1	Total Amount (RM): Mining Rent Paid and Mining Rent Overdue:							800.251.30

80

													Mining Rent				Total Mining
									Annual		Mining		Overdue For 2002,				Rent Overdue For
									Mining		Rent		2003, 2004, 2005 &		Surcharge		2002, 2003, 2004,
2	BUKIT LINTANG ENTERPRISES SDN.BHD.		ORIGINAL		AREA AFTER		EXPIRY		Rent		Paid		2006		10%		2005 & 2006
	TENEMENT	LOCALITY	AREA (Ha)		RENEWAL(Ha)		DATE		RM		RM		RM		RM		RM
	ML 102	Bau District (Bukit Young mine site)		41.70		41.70		11.06.2025		417.00		417.00		1,668.00		166.80		1,834.80
	ML 109	Bau District (Bekajang)		12.735		12.735		11.06.2025		127.35		127.35		509.40		50.94		560.34
	ML 121	Bau District (Bidi Road)		41.67		33.80		11.06.2025		417.00		1,668.00		—		—		—
	ML 122	Bau District (Jambusan Road)		50.90		49.0934		22.05.2025		509.00		2,036.00		—		—		—
										1,470.35		5,174.35		2,177.40		217.74		2,395.14
2	Total Amount (RM): Mining Rent Paid and Mining Rent Overdue:							7569.49
													Mining Rent				Total Mining
									Annual		Mining		Overdue For 2002,				Rent Overdue For
									Mining		Rent		2003, 2004, 2005 &		Surcharge		2002, 2003, 2004,
3	PRIORITY TRADING SDN.BHD.		ORIGINAL		AREA AFTER		EXPIRY		Rent		Paid		2006		10%		2005 & 2006
	TENEMENT	LOCALITY	AREA (Ha)		RENEWAL(Ha)		DATE		RM		RM		RM		RM		RM
	ML 108	Bau District (Tai Ton)		139.60		139.60		18.01.2023		1,396.00		1,396.00		5,584.00		558.40		6,142.40
	ML 123	Bau District (Tai Ton)		2.60		2.60		22.06.2024		26.00		130.00		—		—
										1,422.00		1,526.00		5,584.00		558.40		6,142.40
3	Total Amount (RM): Mining Rent Paid and Mining Rent Overdue:							7,668.40

81

Mining Rent

Total Mining

Annual

Mining

Overdue For 2002,

Rent Overdue For

Mining

Rent

2003, 2004, 2005 &

Surcharge

2002, 2003, 2004,

4

CARINO SDN.BHD.

ORIGINAL

AREA AFTER

EXPIRY

Rent

Paid

2006

10%

2005 & 2006

TENEMENT

LOCALITY

AREA (Ha)

RENEWAL(Ha)

DATE

RM

RM

RM

RM

RM

ML 115

Bau District (G. Krian)

49.40

49.40

04.03.2024

494.00

2,470.00

—

—

—

4

Total Amount (RM): Mining Rent Paid and Mining Rent Overdue:

2,470.00

Mining Rent

Total Mining

Annual

Mining

Overdue For 2002,

Rent Overdue For

Mining

Rent

2003, 2004, 2005 &

Surcharge

2002, 2003, 2004,

5

BUROI MINING SDN.BHD.

ORIGINAL

AREA AFTER

EXPIRY

Rent

Paid

2006

10%

2005 & 2006

TENEMENT

LOCALITY

AREA (Ha)

RENEWAL(Ha)

DATE

RM

RM

RM

RM

RM

ML 125

Bau District (S. Buroi)

409.50

409.50

19.11.2025

4,095.00

—

20,475.00

2,047.50

22,522.50

5

Total Amount (RM): Mining Rent Paid and Mining Rent Overdue:

22,522.50

Grand Total of mining rentals to be paid upfront (RM): 840,481.69

RM

840,481.69

12,435.35

828,046.34

82

SCHEDULE H

(SEPARATE BUNDLE)

83

SCHEDULE I

Excluded Areas

Intentionally left blank

84

SCHEDULE J

Development and Mining Agreement

THIS AGREEMENT is made on

1.	[Relevant entity(s) which own the Project Tenement(s)] (Company No. [          ]), a company incorporated in Malaysia and having its registered office at [     ] (“Owner”); and
2.	NATURAL KALIMANTAN GOLD SDN BHD, a company incorporated in Malaysia and having its registered office at [          ] (“Contractor”).

WHEREAS:

A.	The Owner is the owner of the Project Tenements.
B.	The Contractor has carried out or procured the carrying out of a Final Feasibility Study relating to the Project Tenements and as a result thereof it has been decided to develop the Project on the Project Tenements.
C.	The Owner desires to appoint the Contractor to undertake, on Owner’s behalf and on the terms and conditions hereinafter contained, the development and operation of the Mine including the delivery of ore won therefrom to the Milling Company.

NOW IT IS HEREBY AGREED AND DECLARED as follows:

1. Definitions And Interpretation

(a)	Definitions
	“Contractor’s Development Costs” means all capital costs incurred by the Contractor in relation to the Mine including interest on borrowings.
	“Contractors Exploration Costs” means all Exploration Expenditure incurred by the Contractor prior to the date of this Agreement to the extent that the same has not already been recouped by the Contractor under a prior development and mining agreement.
	“Contractor’s Operating Costs” means all costs (other than Contractor’s Development Costs) incurred by the Contractor in relation to the Mine and the mining of ore from the Mine and delivery thereof to the Milling Company including interest on borrowings.

85

	“Contractor’s Development Fee” for any period shall mean the Contractor’s Development Costs incurred during such period plus 1.5% or such other percentage as may be agreed between Owner and the Contractor.
	“Contractor’s Operating Fee” for any period shall mean the Contractor’s Operating Costs incurred during such period plus 1.5% or such other percentage as may be agreed between Owner and the Contractor.
	“Exploration and Shareholders’ Agreement” means the agreement so entitled made on            between, inter alia the Owner and BML.
	“Exploration Expenditure” has the meaning given to that term in the Exploration and Shareholder’s Agreement.
	“Mine” means a mine for gold and/or other minerals within the Mining Area to be developed, equipped and operated by the Contractor pursuant to this Agreement and includes all earthworks, plant, infrastructure, accommodation, messing, offices and ancillary facilities and structures necessary therefore.
	“Mining Area” means such portion of the Project Tenements as is proposed by the Final Feasibility Study to be the subject of a Mine.
	“Project Tenements” means the Tenements proposed in the Final Feasibility Study to be the subject of the Project.
	Words and phrases not otherwise herein defined shall, unless the context otherwise requires, have the same meaning as is ascribed to them in the Exploration and Shareholders’ Agreement.
(b)	Interpretation

(i)	Words importing the singular number shall include the plural and vice versa; reference to persons shall include corporations; all headings in this Agreement have been inserted for convenience only and shall not affect the interpretation thereof.
(ii)	All references to a statute or to any guideline or directive, or any Section of, Schedule to or other provision of a statute, guideline or directive, include any modification, extension, re-enactment or replacement thereof in force at any particular time and in respect of a statute includes all regulations, rules, orders, directives, notices and other instruments then in force and made under or deriving validity from the relevant statute or Section.
(iii)	Words importing any gender shall include all other genders.
(iv)	No waiver of any provision of this Agreement nor consent to any departure therefrom, by either of the parties hereto shall be effective unless the same shall be in writing and then such waiver or consent shall be effective only in the specific instance and for the purpose for

86

	which it is given. No default or delay on the part of either of the parties hereto in exercising any rights, powers or privileges hereunder shall operate as a waiver thereof or of any other right hereunder; nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
(v)	Where, by virtue of the provisions of this Agreement, the day on or by which any act, matter or thing is to be done is a Saturday, a Sunday or a public holiday in the place in which the act, matter or thing is to be done, it may be done on the next succeeding day which is not a Saturday, a Sunday or a public holiday.
(vi)	This Agreement shall be binding on the successors-in-title of the parties hereto and where the context so admits shall include the assigns and the persons or corporations deriving title under them respectively.
(vii)	References to Clauses are to be construed as references to Clauses of this Agreement.
(viii)	Any covenant not to do anything also constitutes an obligation not to suffer, permit or cause that thing to be done.

2.	Warranties
	The Contractor hereby warrants that:

(a)	it has or has access to the expertise and technical skills of Zedex Minerals Limited necessary for the fulfillment of its obligations hereunder.
(b)	it has or will have (whether by direct employment or by secondment from a related or associated corporation) an adequate staff and workforce for the fulfillment of its obligations hereunder.

3.	Appointment
	Subject to and upon the terms and conditions contained in this Agreement Owner hereby appoints the Contractor as its operator to develop and operate the Mine in accordance with the Final Feasibility Study and mining plans developed and amended by the Contractor from time to time and to deliver to the Milling Company the ore won from the Mine and the Contractor hereby accepts such appointment.
4.	Powers And Duties Of Contractor

(a)	The Contractor shall be entitled to occupy the Mining Area for the purposes of fulfilling its obligations hereunder.
(b)	The Contractor shall, either itself or through such agents or contractors as it may from time to time engage, undertake and carry out the following activities:

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(i)	the design, construction and commissioning of the Mine and the conduct of mining operations therein;
(ii)	the obtaining, evaluation and acceptance of quotes and tenders and the entering into of contracts for all necessary construction and development works;
(iii)	the mining, transportation, handling, loading and stockpiling of the ore mined and the delivery thereof to the Milling Company;
(iv)	the maintenance, operation and protection of such of the Owner’s property as shall be in the Contractor’s control or custody;
(v)	the acquiring of materials, plant, buildings, machinery, equipment and supplies;
(vi)	the engagement, dismissal, supervision and control of agents, independent contractors, experts, advisers, superintendents and engineers;
(vii)	the engagement, dismissal, supervision and control of staff and labour and the determination of the terms and conditions of their employment including the fixing and paying of their salaries, emoluments, benefits and other expenses;
(viii)	(except as may otherwise be directed by Owner) the effecting and maintenance in the name of Owner and the Contractor to the extent of their respective rights and interests, of all usual insurances appropriate in the circumstances in relation to the Mine and to all employees or agents engaged in any way in the operations on the Mine (including all necessary workers’ compensation insurances) and the provision to Owner of particulars of all such insurances;
(ix)	the complying with all laws applicable to the operations including laws relating to employment and to safety and environmental protection; and
(x)	the doing of all other acts and things as may in the Contractor’s judgment be necessary or advisable for efficient and economic operation of the Mine (including periodic suspension of the operation of the Mine).

(c) The Contractor shall perform all of its obligations hereunder and conduct the operations in accordance with programmes and budgets established by it and in a good workmanlike and commercially reasonable manner and in accordance with suitable engineering and milling, procurement and purchasing methods, procedures and practices and with the standard of diligence and care normally exercised by duly qualified persons in the performance of comparable work. The Contractor shall not be liable to the Owner for any loss except due to the Contractor’s gross negligence or willful misconduct.

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5.	Programmes And Budgets
	As soon as possible after the execution of this Agreement, the Contractor shall adopt a work programme and capital and operating budget for the remainder of the current financial year and shall provide Owner with a copy thereof. Thereafter and not later than 1st June in each year the Contractor shall adopt a work programme and an operating budget and a capital budget for the ensuing financial year commencing on 1st July and shall provide Owner with a copy of each of such work programme and capital and operating budgets.
6.	Records, Accounts And Rights Of Inspection

(a)	The Contractor shall maintain in accordance with generally accepted industry and accounting practice full and accurate records of transactions, inventories of ore in process and in stockpile, stores, consumables, property and assets and accounts and records of all payments and receipts and all charges and credits. All such accounts and records shall at all times during the regular business hours be open to examination by Owner, its duly authorised representatives and auditors at Owner’s expense.
(b)	Owner, through its servants, agents and auditors shall have the right at all reasonable times and at its risk and expense to inspect and observe the operations at the Mine Provided That the frequency or duration of such visits shall not unreasonably interfere with the normal conduct of the operations at the Mine. All site rules and regulations applying within or in respect of the Mine shall be complied with.
(c)	At the end of each financial year the Contractor shall take a physical inventory supervised by the auditors in accordance with generally accepted industry practice or other means appropriate in the circumstances.

7. Contractor’s Fees

(a)	On or about the date of this Agreement the Contractor shall invoice the Owner for all Contractor’s Exploration Costs.
(b)	At the end of each month during the period of development and operation of the Mine, the Contractor will invoice Owner with the Contractor’s Development Fee in respect of the Contractor’s Development Costs during that month.
(c)	At the end of the first month after the Commercial Production Date, the Contractor will invoice the Owner for the Contractor’s Operating Fee in respect of the period from the date of this Agreement to the end of such month and thereafter the Contractor will invoice the Owner at the end of each subsequent calendar month for the Contractor’s Operating Fee in respect of that month.
(d)	Invoices are payable within 7 days except that the Owner is only required to pay from cash flow received from the Milling Company pursuant to the Ore Sale and Purchase Agreement.

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(e)	If it appears from the audited accounts of the Contractor for any financial year that there has been either an underpayment or overpayment of the Contractor’s Operating Fee or Contractor’s Development Fee for that financial year any necessary adjustment shall be made between the parties on the next payment of the Contractor’s Operating Fee or Contractor’s Development Fee (as the case requires).
(f)	The parties may from time to time agree on another basis for calculation or payment of the Contractor’s Operating Fee or Development Fee and any such variation whether on an ad hoc basis or for a specified duration or in respect of a specified transaction shall be in writing and shall be deemed to have been specifically incorporated in this Agreement.

8. Term

(a)	The term of the Contractor’s appointment hereunder shall commence as from the date hereof and shall continue until the Contractor determines that mining on the Mining Area has terminated.
(b)	Upon termination of its appointment the Contractor shall (subject to the requirements of any other Development and Mining Agreement between the parties hereto) transfer and surrender custody and control as Owner may direct of all Owner’s property in the Contractor’s custody or control pursuant to this Agreement.
(c)	Termination of this Agreement shall not affect the rights or obligations of either party which shall have accrued as at the date of termination.

9. Authority — Indemnification

(a)

Neither the Contractor nor its directors, officers, agents and employees shall be responsible for any costs, losses, claims, damages or liabilities suffered or incurred in the discharge of its duties in accordance with this Agreement, except to the extent hereinafter provided as a result of the Contractor’s gross negligence or willful default and in respect of the ore produced the Contractor’s responsibility to Owner shall cease after delivery of the ore to the Milling Company. The Contractor shall indemnify Owner and hold it harmless from and against any and all costs, losses, claims, damages and liabilities (but not consequential loss) resulting from the Contractor’s gross negligence or willful default but only to the extent that the same is not covered by insurance effected pursuant to Clause 4(b) or does not arise out of an event in respect of which Owner has directed the Contractor pursuant to Clause 4(b) not to insure.

(b)

The Contractor shall not have authority to act for or to assume any obligation or liability on behalf of Owner except such authority as is conferred on it by or pursuant to this Agreement.

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10.	Assignment And Delegation
	Neither party hereto may, without the consent in writing of the other party, assign its rights or obligations hereunder nor may the Contractor without the prior consent of Owner:

(a)	delegate the whole of its obligations or duties under this Agreement; or
(b)	delegate any part of its obligations or duties under this Agreement, except as authorised by this Agreement.

11. Force Majeure

(a)	If the Contractor is rendered unable wholly or in part by force majeure to carry out its obligations under this Agreement, it shall give Owner prompt notice of the force majeure with reasonably full particulars thereof and the Contractor’s obligations so far as they are affected by the force majeure shall be suspended during but not longer than the continuance of the force majeure and such further period thereafter as shall be reasonable in the circumstances.
(b)	The Contractor shall use all reasonable diligence in the circumstances to remove the force majeure as quickly as practicable, save that it shall not thereby be rendered liable to settle any strike, lockout or other labour difficulty on terms not reasonably acceptable to it.
(c)	The term “force majeure” shall include:

(i)	war, whether declared or undeclared, revolution or act of public enemies;
(ii)	riot or civil commotion;
(iii)	terrorist attack;
(iv)	strike or lockout or stoppage or ban or limitation on work or restraint of labour whether at the plant, the mine, railway or port or airport or otherwise;
(v)	act of God;
(vi)	fire, flood, storm, tempest or washaway;
(vii)	act or restraint or any governmental or semi-governmental or other public or statutory authority, and
(viii)	any other cause not reasonably within the control of the Contractor.

12. Confidentiality

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(a) Each party shall keep confidential all reports, records, and data studies made, opinions furnished, and other information obtained in the course of its activities hereunder (other than information already in the public domain or which subsequently comes into the public domain without breach hereof) and shall not disclose the same except:

(i)	as may be reasonably necessary for the proper performance of its obligations under this Agreement, or
(ii)	as may be required by law law or a court of competent jurisdiction or any relevant securities exchange or regulatory or governmental body to which it is subject wherever situated.

(b) The provisions of Clause 12(a) shall continue to bind the Contractor for a period of twelve months from the date it has ceased to be a party to this Agreement for whatever reason.

13. Notices

(a)

All payments to be made to a party hereunder may (to the extent possible) be made and all notices, offers, requests, consents, demands and other documents and communications (other than day to day communications between Owner and the Contractor) required or permitted to be given under this Agreement shall be in writing and may be addressed to a party at the address set forth in Clause 13(b) or to such other address as that party may have substitute therefore by notice in writing to the other party, and shall be either delivered personally or sent by telex, facsimile, telegraph or mail (postage prepaid) and shall be deemed to have been made or given in the case of telex or facsimile transmission on answerback and in the case of telegraph on the day of transmission and in the case of ordinary mail, on the fourth day after posting. The addressee shall in any case when requested by the sender, promptly provide the sender by telex, facsimile transmission or telegraph acknowledgment of receipt, but the delay or failure to give or receive any such acknowledgment will not affect the validity of the communication in respect of which it is sought.

(b)

The addresses of the parties shall, until substituted in accordance with Clause 13 (a) be as follows:

Owner	—	[                    ]
The Contractor	—	[                    ]

14. Modifications And Waivers

(a) No modification, variation or amendment of this Agreement shall be of any force or effect unless such modification, variation or amendments is in writing and has been signed by both parties hereto.

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(b) No waiver by one Party of any one or more defaults of another Party in the performance of this Agreement shall operate or be construed as a waiver of any future default or defaults by the same Party, whether of a like or of a different character.

15.	Cost, Etc.
	Each Party, shall bear its own costs in and about the preparation, execution and delivery of this Agreement and the Contractor shall bear any stamp duty hereon.
16.	Governing Law
	This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

IN WITNESS whereof the parties hereto have set their hands and seals the day and year first above written.

THE COMMON SEAL of [relevant entity]
was hereunto	)
affixed by authority of its Board of	)
Directors in the presence of:	)
Director		Director/Secretary
Name (printed):		Name (printed):
THE COMMON SEAL of NATURAL	)
KALIMANTAN GOLD SDN BHD was	)
hereunto affixed by authority of its Board	)
of Directors in the presence of:	)
Director		Director/Secretary
Name (printed):		Name (printed):

93

SCHEDULE K

Ore Sale and Purchase Agreement

THIS AGREEMENT is made on 2006

BETWEEN

1.	[Relevant entity(s) which own the Project Tenement(s)] (Company No. [          ]), a company incorporated in Malaysia and having its registered office at [          ] (“Seller”); and
2.	[          ], a company incorporated in Malaysia and having its registered office at [     ] (hereinafter referred to as “Buyer”).

WHEREAS

A.	The Seller owns the Project Tenements on which a Mine is to be developed and operated pursuant to the Development and Mining Agreement.
B.	The Buyer has determined to proceed with the development and operation of a Mill for the purpose, inter alia, of processing ore purchased from the Seller as hereinafter provided.
NOW IT IS HEREBY AGREED AND DECLARED as follows:
1.	Definitions And Interpretation

(a)	Definitions
	“Development and Mining Agreement” means the agreement so entitled made on                      between the Seller and the Contractor.
	“Exploration and Shareholders’ Agreement” means the agreement so entitled made on                      between, inter alia, the Seller and BML.
	“Production Cost” means all monies payable by the Seller to the Contractor under the Development and Mining Agreement.
	Words and phrase not otherwise herein defined shall, unless the context otherwise requires, have the same meaning as is ascribed to them in the Exploration and Shareholders’ Agreement or the Development and Mining Agreement (as the case may be).

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(b) Interpretation

(i)	Words importing the singular number shall include the plural and vice versa; reference to persons shall include corporations; all headings in this Agreement have been inserted for convenience only and shall not affect the interpretation thereof.
(ii)	All references to a statute or to any guideline or directive, or any Section of, Schedule to or other provision of a statute, guideline or directive, include any modification, extension, re-enactment or replacement thereof in force at any particular time and in respect of a statute includes all regulations, rules, orders, directives, notices and other instruments then in force and made under or deriving validity from the relevant statute or Section.
(iii)	Words importing any gender shall include all other genders.
(iv)	No waiver of any provisions of this Agreement nor consent to any departure therefrom, by either of the parties hereto shall be effective unless the same shall be in writing and then such waiver or consent shall be effective only in the specific instance and for the purpose for which it is given. No default of delay on the part of either of the parties hereto in exercising any rights, powers or privileges hereunder shall operate as a waiver thereof or of any other right hereunder; nor shall a single or partial exercise thereof or the exercise of any other right, power or privilege hereunder.
(v)	Where, by virtue of the provisions of this Agreement, the day on or by which any act, matter or thing is to be done is a Saturday, a Sunday or a public holiday in the place in which the act, matter or this is to be done, it may be done on the next succeeding day which is not a Saturday, a Sunday or a public holiday.
(vi)	This Agreement shall be binding on the successors-in-title of the parties hereto and where the context so admits shall include the assigns and the persons or corporations deriving title under them respectively.
(vii)	The Schedule to this Agreement shall be taken read and construed as an essential part of this Agreement.
(viii)	References to Clauses are to be construed as references to Clauses of this Agreement.
(ix)	Any covenant not to do anything also constitutes an obligation not to suffer, permit or cause that thing to be done.

2.	Sale And Purchase Of Ore
	The Seller will sell and the Buyer will purchase all ore produced from the Seller’s Mining Area.

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3.	Title
	Title to ore sold and purchased hereunder shall pass to the Buyer on delivery by or on behalf of the Seller to the ore stockpile at the Mill.
4.	Price

(a)	The price to be paid by the Buyer for ore supplied to it hereunder during any month shall be such amount per tonne of ore delivered to Buyer during that month as is equal to the Production Cost for that month divided by the number of tonnes so delivered. The Seller will invoice the Buyer monthly.
(b)	The price is payable within 7 days of receipt of the Seller’s invoice for ore delivered during that month.
(c)	The manner of payment is that an amount equal to the Production Costs for that month shall be paid by the Buyer direct to the Contractor (on account the Seller) to be applied by the Contractor in payment of monies owing to the Contractor under the Mining and Development Agreement.
(d)	The parties may agree from time to time on some other basis of payment for ore sold and delivered hereunder and any variation shall be in writing and shall be deemed to be specifically incorporated in this Agreement.

5.	Assignment
	Neither party hereto may, without the consent in writing of the other party, assign its rights or obligations hereunder.
6.	Force Majeure

(a)	If either party is rendered unable wholly or in part by force majeure to carry out its obligations under this Agreement, it shall give the other party prompt notice of the force majeure with reasonably full particulars thereof and the obligations of the party giving notice, so far as they are affected by the force majeure shall be suspended during but not longer than the continuance of the force majeure and such further period thereafter as shall be reasonable in the circumstances.
(b)	The affected party shall use all reasonable diligence in the circumstances to remove the force majeure as quickly as practicable, save that it shall not thereby be rendered liable to settle any strike, lockout or other labour difficulty on terms not reasonably acceptable to it.
(c)	The term “force majeure” shall include:

(i) war, whether declared or undeclared, revolution or act of public enemies;

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(ii)	riot or civil commotion;
(iii)	terrorist attack;
(iv)	strike or lockout or stoppage or ban or limitation on work or restraint of labour whether at the Mine, mill, railway or port of airport or otherwise;
(v)	acts of God;
(vi)	fire, flood, storm, tempest or washaway;
(vii)	act or restraint or any governmental or semi-governmental or other public or statutory authority, and
(viii)	any other cause not reasonably within the control of the affected party.

7.	Confidentiality
	Each party shall keep confidential all reports and records made or provided and information obtained in the course of its activities hereunder (other than information already in the public domain or which subsequently comes into the public domain without breach hereof) and shall not disclose the same except:

(a)	as may be reasonably necessary for the proper performance of its obligations under this Agreement, or
(b)	as may be required by law or a court of competent jurisdiction or any relevant securities exchange or regulatory or governmental body to which it is subject wherever situated..

8. Notices

(a)

All payments to be made to a party hereunder may (to the extent possible) be made and all notices, offers, requests, consents, demands and other documents and communications (other than day to day communications between the Seller and the Buyer) required or permitted to be given under this Agreement shall be in writing and may be addressed to a party at the address set forth in Clause 8(b) or to such other address as that party may have substituted therefore by notice in writing to the other party, and shall be either delivered personally or sent by telex, facsimile transmission, telegraph or mail (postage prepaid) and shall be deemed to have been made or given in the case of telex or facsimile transmission on answerback and in the case of ordinary mail, on the fourth day after posting. The addressee shall in any case when requested by the sender, promptly provide the sender with telex, facsimile transmission or telegraph acknowledgment of receipt, but the delay or failure to give or receive any such acknowledgment will not affect the validity of the communication in respect of which it is sought.

(b)

The addresses of the parties shall, until substituted in accordance with Clause 8(a) be as follows:

97

The Seller
[                                ]

The Buyer
[                                ]

9. Modifications and Waiver

(a)	No modification, variation or amendment of this Agreement shall be of any force or effect unless such modification, variation or amendment is in writing and has been signed by both parties hereto.
(b)	No waiver by one party of any one or more defaults of another party in the performance of this Agreement shall operate or be construed as a waiver of any failure default or defaults by the same party, whether of a like or of a different character.

10.	Cost, etc
	Each party shall bear its own costs in and about the preparation, execution and delivery of this Agreement and the Buyer shall bear any stamp duty hereon.

11.	Governing Law
	This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

IN WITNESS whereof the parties hereto have set their hands and seals the day and year first above written.

THE COMMON SEAL of [relevant entity]
was hereunto	)
affixed by authority of its Board of	)
Directors in the presence of:	)
Director		Director/Secretary
Name (printed):		Name (printed):
THE COMMON SEAL of	)
[                                ] was hereunto affixed	)
by authority of its Board of Directors in the	)
presence of:	)

98

Director	Director/Secretary
Name (printed):	Name (printed):

99

SCHEDULE L

FIC Application Letter

[Date]

The Secretary
Foreign Investment Committee
Economic Planning Unit
Prime Minister’s Department
Level 1, Block B5
Federal Government Administrative Centre
62502 Putrajaya
MALAYSIA

Proposed Joint Venture in Natural Kalimantan Gold Sdn Bhd (“NKG”)

Bau Mining Limited (“BML”) and Gladioli Enterprises Sdn. Bhd. (“Gladioli”) are party to an Exploration and Shareholders’ Agreement Relating to the Bau Project dated [                  ] (“the Agreement”) pursuant to which BML and Gladioli agreed to enter into a joint venture to explore, develop and mine on the Tenements (as defined in the Agreement) through NKG (“Joint Venture”). A copy of the Agreement is enclosed.

NKG was incorporated on 16 September 2004 under the Companies Act 1965 under the name “Astana Kota Lestari Sdn. Bhd.” (No. 666174-A). NKG changed its name to “Natural Kalimantan Gold Sdn. Bhd.” on 29 June 2006.

1. Zedex Minerals Limited

1.1

BML is a subsidiary of Zedex Minerals Limited, an international resources, exploration, and development company engaged in the business of acquiring, exploring, and developing mineral properties in the Australian and Asia-Pacific regions. The objective of Zedex is to become a leading player in the Asia-Pacific gold development sector through developing profitable operating mines. Zedex Minerals Limited is managed from its head office in Auckland, New Zealand. Staff and consultants are also located in Sydney, Australia, and Hanoi, Vietnam. Zedex Minerals Limited is listed on the Australian Stock Exchange.

1.2

Zedex Minerals Limited was incorporated in New Zealand on 23 February 1999 under the name “Zedex Limited”. Its name was changed to “Zedex Minerals Limited” on 20 November 2003. Zedex Minerals Limited was registered as a foreign company in Australia on 12 February 2004 under number (ARBN 107 523 428).

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1.3	Further information on Zedex Minerals Limited is set out in the attached Proforma I/2004 completed by Zedex Minerals Limited.
2.	BML
2.1	Bau Mining Limited was incorporated in Samoa on 24 October 2006 pursuant to the International Companies Act 1987. BML is the company which has acquired the 55% interest in NKG. BML is a wholly owned subsidiary of Zedex Minerals Limited. It is intended in due course that up to 9% of the share capital of BML will be transferred to [Golden Celesta] but the remaining shares in BML will continue to be held by one or more companies in the Zedex group.
2.2	Further information on BML is set out in the attached Proforma I/2004 completed by BML.
3.	Gladioli
3.1	Gladioli was incorporated in Malaysia on 28 August 1982 and is principally engaged in investments in land and building.
3.2	Further information on Gladioli is set out in the attached Proforma I/2004 completed by Gladioli.
4.	The proposed activities of NKG
4.1	It is intended that NKG will undertake exploration and mining activities in the Bau area of Sarawak, Malaysia. These activities will be undertaken pursuant to various mining tenements currently held by members of the Gladioli group of companies as well such additional mining tenements that the Gladioli group of companies and NKG may obtain through the course of the joint venture. Exploration will be funded by BML and Gladioli subscribing for preference shares in NKG.
4.2	If gold or other precious minerals are discovered in sufficient quantities to be economically mined, Gladioli and BML may incorporate one or more additional companies for the purposes of undertaking the mining or processing activities (“Milling Company(ies)”). It is intended that any such additional companies will be incorporated with the same shareholding structure, ie 55% held by BML and 45% held by Gladioli.
5.	Shareholding of NKG
5.1	The shareholders of NKG and their respective shareholdings are as follows:
	BML                     55%
	Gladioli                45%
5.2	The shareholders in Gladioli and their respective shareholdings are as follows:
	Ling Lee Soon    20%

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	John Bin Jais @ Jae                       40% Captain Richard Hou Hee Phat    40%
6.	Consents requested
6.1	BML respectfully requests the following consents from the Foreign Investment Committee:

(a)	Consent for BML and Gladioli to enter into the Joint Venture;
(b)	Consent for BML and Gladioli to acquire and/or subscribe for shares (including preference shares) in NKG from time to time in proportion of 55% and 45% respectively;
(c)	Consent for BML and Gladioli to acquire and/or subscribe for shares in the Milling Company(ies) in proportion of 55% and 45% respectively, provided that any such Milling Company is incorporated solely for the purpose of engaging in the exploration, mining, and/or processing of mined ore and other products and/or selling the gold or other precious metals resulting from the joint venture.

7.	Status of Compliance
7.1	As Bumiputeras hold 40% of the issued share capital of Gladioli, the effective Bumiputera shareholding in NKG is currently 18%. Should the Foreign Investment Committee require NKG to have at least 30% Bumiputera shareholding, Gladioli will increase its Bumiputera shareholding to at least 67%, resulting in the effective Bumiputera equity in NKG increasing to 30.15%.
7.2	[As the issued share capital of NKG is in excess of RM250,000.00, the share capital condition in Paragraph 8 for the Guideline for Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interests is satisfied.]
8.	Further Information
8.1	If you require any further information in order to process this application, please contact [          ], in the first instance. The contact details are as follows:

[SkrineUnit no. 50-8-1, 8^th Floor
Wisma UOA Damansara
50 Jalan Dungun
Damansara Heights
50490 Kuala Lumpur
MALAYSIA
Contact:    Sharon Barbosa
T:               +603 20948111
F:               +603 20943211]

Yours faithfully

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ZEDEX MINERALS LIMITED

Attachments:

1.	Certified true copy of the Exploration and Shareholders’ Agreement relating to the Bau Project dated [               ]
2.	Completed Form FIC S/2004.
3.	Proforma I/2004 completed by each of Natural Kalimantan Gold Sdn Bhd, Gladioli Enterprises Sdn Bhd, Zedex Minerals Limited and Bau Mining Limited
4.	Proforma II/2004 completed by each of Ling Lee Soon, John Bin Jais @ Jae and Richard Hou Hee Phat.
5.	Letter from the Company Secretary of Natural Kalimantan Gold Sdn Bhd confirming the current equity structure of that company.
6.	Letter from the Company Secretary of Gladioli Enterprises Sdn Bhd confirming the current equity structure of that company.
7.	Declaration FIC SA/2004 affirmed by Managing Director of Zedex Minerals Limited before a Notary Public.
8.	2006 Annual Report of Zedex Minerals Limited.

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SCHEDULE M

(SEPARATE BUNDLE)

104

THE COMPANIES ACT, 1965

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

NATURAL KALIMANTAN GOLD SDN BHD

PRELIMINARY

1. The Regulation contained in Table “A” in the Fourth Schedule to the Companies Act 1965 shall not apply to the Company except in so far as the same are repeated or contained in these Articles.

2. In these Articles the words standing in the first column of the Table next hereinafter contained shall bear the meanings set opposite them respectively in the second column hereof, if not inconsistent with the subject or context.

WORDS	MEANINGS
Act	the Companies Act, 1965 as amended from time to tune and any re-enactment thereof.
“A” Director	a Director appointed by the shareholders of “Class A” ordinary shares.
Affiliate	any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a Member. For the purpose of the preceding sentence, “control” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

  2.

Agreed Proportions	the percentage in respect of each of the Members’ shareholding in the Company as set out in the Shareholders’ Agreement.
Auditors	the firm of independent certified public accountants who are for the time being appointed as auditors of the Company for the purposes of Section 172 of the Act.
BML	Bau Mining Limited (Company No. 28544), a company incorporated in Samoa under the International Companies Act 1987 and having its registered office at Intetrust Limited, Level 1, Central Bank of Samoa Building, Beach Road, Apia, Samoa and includes its successors-in-title and transferees under these Articles.
Board	the board of Directors of the Company from time to time.
Business	the business of the Company being minerals exploration, mining and related activities.
business day	any day excluding a Saturday, Sunday and public holidays in Malaysia.
“C” Director	a Director appointed by the shareholders of “Class C” ordinary shares.
Company	Natural Kalimantan Gold Sdn. Bhd.
Company Secretary	any person or persons appointed to perform the duties of a secretary of the Company and shall include an assistant or deputy secretary.
Directors	the directors of the Company (or their alternates) and “Director” shall mean any of them.
Exploration	has the same meaning ascribed to it under the Shareholders’ Agreement.
Exploration Expenditure	has the same meaning ascribed to it under the Shareholders’ Agreement.
Exploration Programme	has the same meaning ascribed to it under the Shareholders’ Agreement.
Gladioli	Gladioli Enterprises Sdn Bhd (Company No. 89270-K), a company incorporated in Malaysia and having its registered office at Lots 9 and 10, Block H, Taman Sri Sarawak, Level 2, Jalan Borneo, 93100 Kuching, Sarawak, Malaysia and includes its successors-in-title and transferees under these Articles.
Interest Rate	LIBOR plus 250 basis points per annum.
laws	all laws, regulations, decrees, policies or guidelines which are in force from time to time in Malaysia, including any amendment or substitution thereof.
LIBOR	the London Inter-Bank Offered Rate for United States dollar denominated borrowings for 6 month terms.

3.

Members	BML and Gladioli, while they remain shareholders of the Company, and any other person who may in accordance with the provisions of the Shareholders’ Agreement become persons registered from time to time in the Register as owners of the shares and the expression “Member” shall be construed accordingly.
Office	the registered office for the time being of the Company.
ordinary share	shall mean an ordinary share in the Company.
preference share	shall mean a preference share in the Company.
Preference Share Rate	1.8 x the Interest Rate
Project	has the same meaning ascribed to it under the Shareholders’ Agreement.
Project Programme	has the same meaning ascribed to it under the Shareholders’ Agreement.
Register	the register of Members to be kept pursuant to the Act.
Related Company	has the meaning given to it in section 6 of the Act.
Ringgit Malaysia or RM	Ringgit Malaysia being the lawful currency of Malaysia.
seal	the common seal of the Company,
share	a share in the Company.
Shareholders’ Agreement	the Shareholders’ Agreement entered into on the                     day of November 2006 and includes any amendment or supplemental thereto.
these Articles	these Articles of Association, as originally framed or as from time to time altered by special resolution.
Transferee	in respect of the transfer of any shares in the Company in accordance with the provisions of these Articles, the party to whom the shares are to be transferred.
Transferor	in respect of the transfer of any shares in the Company in accordance with the provisions of these Articles, the Member whose shares are the subject of that transfer.

References to “writing” shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.

4.

Words importing the singular only shall include the plural and the masculine gender shall include the feminine and neuter genders and the word “person” shall include a corporation.

Any words or expressions defined in the Act shall, if not inconsistent with the definitions herein contained, bear the same meaning in these Articles.

Words or expressions contained in these Articles shall be interpreted in accordance with the provisions of the Interpretation Act, 1967 as amended from time to time and any re-enactment thereof.

The Article headings are inserted for convenience only and shall not affect the construction of these Articles.

3. The Company is a private company and accordingly :-

(a)	the right to transfer shares in the Company is restricted as hereinafter contained;
(b)	the number of Members for the time being of the Company shall not be more than fifty (counting joint holders of shares as one person and not counting any person in the employment of the Company or of its subsidiary or any person who while previously in the employment of the Company or of its subsidiary was and thereafter has continued to be a Member of the Company);
(c)	any invitation to the public to subscribe for any shares in or debentures of the Company is prohibited;
(d)	any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited.

SHARE CAPITAL AND VARIATION OF RIGHTS

4. The share capital of the Company is Ringgit Malaysia Five Hundred Thousand (RM500,000) divided into 125,000 “Class A” ordinary shares of Ringgit Malaysia One (RM1.00) each, 125,000 “Class C” ordinary shares of Ringgit Malaysia One (RM1.00) each, 125,000 “Class B” preference shares of Ringgit Malaysia One (RM1.00) each and 125,000 “Class D” preference shares of Ringgit Malaysia One (RM1.00) each.

5. The shares taken by the subscribers of the Memorandum of Association shall be issued by the Board. Subject to the provisions of the Shareholders’ Agreement, all further shares may be allotted and issued by the Board provided that in respect of the issue of ordinary shares, the prior approval of the Members pursuant to Articles 75 and 76 has been obtained but so that no shares shall be issued at a discount except in accordance with Section 59 of the Act.

6. (1) Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, but subject to the Act, these Articles and the Shareholders’

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Agreement, shares in the Company may be issued by the Board and any such shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise. The Board shall comply with Section 132D of the Act and Articles 75 and 76 before it exercises any power to issue shares under these Articles.

     (2) Subject to the Act and the Shareholders’ Agreement any preference shares may be issued on the terms that they are, or at the option of the Company are liable to be redeemed.

     (3) Any increase in the issued share capital shall be in the Agreed Proportions and subject to the provisions of the Shareholders’ Agreement

7. The preference shares in the capital shall have the following rights and be subject to the following:-

Dividend

(a)	the “Class B” preference shares shall carry a fixed cumulative preferential dividend at the rate of zero per cent (0%) on the capital for the time being paid up on those shares (including any share premium);
(b)	the “Class D” preference shares shall carry a cumulative preferential dividend at the Preference Share Rate on the capital for the time being paid up on those shares (including any share premium), payable within three (3) months of the end of each financial year.

Capital Repayment

(c) on the winding up or repayment of capital, the right of holders of the preference shares to repayment of the capital paid up on those shares together with a sum equal to any arrears of the fixed dividend, whether declared or earned or not, calculated up to the date of the return of capital and a premium of Ringgit Malaysia Ten Thousand (RM10,000) per share in priority to any payment to the holders of ordinary shares;

Redemption

(d) the preference shares are liable to be redeemed in accordance with the following provisions :-

(i)	the Company may at any time redeem all or any of the preference shares;
(ii)	the Company shall give not less than one month’s prior notice in writing (“redemption notice”) to the holders of the preference shares of its intention to redeem all or any of the preference shares which are fully paid up on the date specified in the redemption notice;
(iii)	if the Company decides to redeem a part only of the preference shares, those redeemed shall be a rateable proportion (as nearly as

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	practicable without involving fractions of shares) of each holding of such shares on the redemption date;
(iv)	on the redemption date the Company shall redeem the preference shares specified in the redemption notice at par plus a premium per share to be determined by the Board at the time of issue and pay the dividend which has accrued on them (whether declared or earned or not) down to the redemption date against delivery to the Company of the certificates for the shares to be redeemed and shall issue free of charge fresh certificates for any unredeemed shares;
(v)	the preference shares to be redeemed shall cease to rank for dividend on the redemption date unless on the certificates for the preference shares being tendered, the Company fails to effect such redemption;
(vi)	no preference shares shall be redeemed otherwise than out of distributable profits or the proceeds of a fresh issue of shares made for the purpose of the redemption but the premium payable (if any) on redemption shall be paid either out of distributable profits or, to the extent permitted by law, out of the share premium account of the Company;
(vii)	the Company shall comply with all the provisions of the Act relating to the redemption of the shares and the creation or increase of a capital redemption reserve;

Voting Rights

(e) the holders of the preference shares shall not be entitled to receive notice of or to attend or vote at any general meeting unless :-

(i)	at the date of the notice convening the meeting the dividend on the preference shares is twelve (12) months in arrears, for which purpose such dividend shall be deemed payable on the date and in respect of the period stated in paragraph (a) of this Article (whether declared or earned or not); or
(ii)	the business of the meeting includes the consideration of a resolution that varies or abrogates the rights attached to the preference shares; or
(iii)	the business of the meeting includes the consideration of a resolution to wind up the Company;

Further Participation

(f) save as provided in paragraphs (a), (b) and (c) of this Article, the preference shares shall not entitle the holders to any further or other participation in the profits or assets of the Company.

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8. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of three-fourths (3/4) of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two (2) persons at least holding or re-presenting by proxy one-third (1/3) of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. To every such special resolution the provisions of Section 152 of the Act shall, with such adaptations as are necessary, apply.

9. (1) The shares to be issued and subscribed for pursuant to these Articles and any other class of shares created, issued and subscribed for pursuant to the provisions of these Articles, shall, save as expressly provided in these Articles, confer upon the holders thereof the same rights and be held subject to the same restrictions and rank pari passu in all respects.

     (2) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or in all respects pari passu therewith.

10. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period the Company may pay interest on so much of share capital as is for the time being paid up for the period and subject to the conditions and restrictions mentioned in Section 69 of the Act and may charge the same to capital as part of the cost of construction of the works or buildings or the provision of the plant.

11. Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future, or partial interest in any share or unit of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

CERTIFICATES

12. (1) Every person whose name is entered as a Member in the Register shall be entitled without payment to receive one certificate under the seal in accordance with the Act for all his shares of each class or, upon payment of Ringgit Malaysia One (RM1.00) only or such other sum as the Board shall determine for each additional certificate, or several certificates, each for one (1) or more of such shares. In respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one (1) certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. Subject to any directions given by the Board from time to time regulating the issue of such certificates, all share

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and stock certificates debentures or debenture stock certificates shall be signed by one (1) Director and the Company Secretary and the seal shall be affixed to the same.

     (2) A Member who has transferred part of the shares registered in his name shall be entitled to a certificate for the balance without any payment.

     (3) Subject to any directions given by the Board to regulate the issue of such certificates, the seal shall be affixed on all share and stock certificates debentures or debenture stock certificates and be signed by one (1) Director and the Company Secretary or a second Director.

13. Subject to the provisions of the Act, if any share certificate shall be defaced, worn out, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity (if required) being given by the shareholder, transferee, person entitled, purchaser, member firm of any Stock Exchange upon which the Company may be listed or on behalf of its/their client/s as the Directors of the Company shall require, and (in case of defacement or wearing out) on delivery up of the old certificate, and on payment of the amount of any costs and expenses which the Company has incurred in connection with the matter plus the amount of the proper duty with which each such certificate is chargeable under any law for the time being in force relating to stamps and generally on such terms as the Board may from time to time require. In case of the destruction, loss or theft of a share certificate a person to whom a renewed certificate is given shall in addition pay all expenses incidental to the investigation by the Company of such destruction loss or theft and the cost of obtaining all evidence in connection therewith and shall bear any loss that may be incurred by the Company as a result of the Company issuing such renewed certificate to such person.

LIEN

14. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of a Member (whether solely or jointly with others) for all money (whether presently payable or not) payable by him or his estate, either alone or jointly with any other person to the Company; but the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien, if any, on a share shall extend to all dividends payable thereon.

15. The Company may, subject to the these Articles and the Shareholders’ Agreement, sell in such manner as the Board think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days (14) after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

16. To give effect to any such sale the Board may authorize some person to transfer the shares to the non-defaulting Member who wishes to purchase the shares. If such non-defaulting Member declines to purchase the shares, the shares may be sold to a third party. The purchaser

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shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

17. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

18. The Board may from time to time make calls upon the Members in respect of any money unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall be payable at less than one (1) month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen (14) days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine.

19. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by instalments. No Member shall be entitled to receive any dividend or to exercise any privilege as a member until he shall have paid calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

20. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding eight (8) per cent per annum as the Board may determine, but the Board shall be at liberty to waive payment of the interest wholly or in part.

21. Any sum which by the terms of issue of a share becomes payable on allotment or any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified.

22. The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

23. The Board may, if they think fit and provided there is no provision to the contrary in the Shareholders’ Agreement, receive from any Member willing to advance the same all or any

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part of the money uncalled and unpaid upon any shares held by him on such terms and conditions as may be agreed between the Board and the Member paying the advance. Except in liquidation, sums paid in advance of calls shall not, until the same would but for such advance have become payable, be treated as paid up on the shares in respect of which they have been paid.

JOINT HOLDERS OF SHARES

24. Where two (2) or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint tenants with benefit of survivorship subject to the following provisions:-

(a)	The Company shall not be bound to register more than four (4) persons as the holders of any share.
(b)	The joint holders of a share shall be liable severally as well as jointly in respect of all calls and other payments which ought to be made in respect of such share.
(c)	On the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit.
(d)	Any one of such joint holders may give effectual receipts for any dividend and payment on account of dividend, bonus, return of capital and other money payable in respect of such share.
(e)	Only the person whose name stands first in the Register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such person shall be deemed notice to all the joint holders.

TRANSFER OF SHARES

25. (1) Except with the prior written consent of the other Members or as provided in Articles 25(2), 26, 27 and 28, no Member shall be entitled to sell, transfer, assign, charge, mortgage, encumber, grant options over or otherwise dispose of or encumber any of their shares, or any of their beneficial interest in any of their shares.

      (2) Any Member being a corporation may transfer all but not part of its shares in the Company to an Affiliate or Related Company of such Member or, in the case of BML, a related body corporate within the meaning of the Corporations Law of Australia, a related company as defined in the New Zealand Companies Act 1993 or an affiliate as defined in the Canadian Business Corporations Act. Any transfer of shares by a Member pursuant to this Article shall be subject to any approval being obtained from the relevant regulatory authorities in Malaysia (if required), including but not limited to the Foreign Investment Committee and to the Transferor and Transferee first undertaking to the other Members that the Transferee shall not cease to be an affiliate or

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related company of the Transferor without first transferring all the shares held by it in the Company back to the Transferor or to another affiliate or related company of the Transferor.

     (3) No shares may in any way be transferred to any person who is not a Member unless the Transferee executes an agreement in a form satisfactory to the Board and to the other Members whereby the terms and conditions of the Shareholders’ Agreement become binding upon and enforceable by and against such person or company in all respects from the date of the transfer as if he had been a party to the Shareholders’ Agreement.

     (4) The restrictions on transfer of shares contained in these Articles shall not apply to a single Member who becomes the holder of all the shares in the Company.

26. A Member who intends to transfer (“Proposing Transferor”) all or any of its shares other than pursuant to Article 25(2) above or Clauses 38.1 or 38.3 of the Shareholders’ Agreement, shall comply with the following: -_

(a)	Before transferring or requiring the Company to register a transfer of any shares, the Proposing Transferor shall give a notice in writing (hereinafter called “the transfer notice”) to the Company that it desires to transfer the same and the transfer notice shall constitute the Company its agent for the sale of the shares therein mentioned (“Relevant Shares’) at the Prescribed Price to any Member. A transfer notice once given shall not be revocable except with the approval of the Board. Unless agreed in writing by the other Members, a transfer notice must be given in respect of all (and not some only) of the Transferor’s shares in the Company.
(b)	All shares included in any transfer notice shall be offered by the Company in the first instance for sale at the Prescribed Price to the other Members. All offers of shares under this Article 26 shall be made by writing sent through the post in prepaid letters addressed or by facsimile transmission to the Members at their respective registered addresses, and every such offer shall have a time period of sixty (60) days within which the offer must be accepted or in default may be treated as declined. Every offer shall be capable of acceptance by the offeree or its nominee, such nominee to be, if Malaysian law or governmental policy so requires, a Malaysian citizen or corporation qualified to accept and hold such shares.
(c)	If the Company within a period of sixty (60) days after receiving the transfer notice (or such longer period as may be necessitated by the provisions of Articles 26(g) or (h) below) shall find a Member or nominee of a Member (“Purchaser”) willing to purchase the Relevant Shares, the Company shall give notice in writing thereof to the Proposing Transferor, and the Proposing Transferor shall be bound, upon payment of the Prescribed Price, to transfer the shares mentioned in the transfer notice to the Purchaser.
(d)	Every notice by the Company under Article 26(c) stating that it has found a Purchaser for the Relevant Shares shall state the name and address of the Purchaser and the purchase shall be completed at a place and time to be fixed by the Company, not being more than thirty (30) days after the date on which the Prescribed Price of the Relevant Shares shall have been

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	agreed or fixed as hereinafter provided, unless the provisions contained in Article 26(h) shall apply.
(e)	If the Proposing Transferor, after having become bound to transfer the Relevant Shares to a Purchaser, shall default in transferring the Relevant Shares, the Company may transfer the Relevant Shares to the Purchaser, and the Company may receive the purchase money, and shall thereupon cause the name of the Purchaser to be entered in the Register and shall hold the purchase money in trust for the Proposing Transferor. The receipt of the Company for the purchase moneys shall be a good discharge to the Purchaser, and he or it shall not be bound to see to the application thereof, and after the name of the Purchaser has been entered in the Register in purported exercise of the aforesaid powers the validity of the proceedings shall not be questioned by any Member.
(f)	If the Company shall not, within a period of sixty (60) days after receiving a transfer notice (or such longer period as may be necessitated by the provisions of Article 26(g) or (h) below), find a Member or nominee of a Member desiring to purchase the Relevant Shares, and has given notice in writing thereof to the Proposing Transferor, or if the Company shall within the period aforesaid give to the Proposing Transferor notice in writing that the Company has no prospect of finding purchasers of such shares, the Proposing Transferor shall be at liberty to transfer the Relevant Shares at any time within one hundred and twenty (120) days after giving the transfer notice to any person or company qualified under Malaysian law and governmental policy to accept and hold such shares, at a price not being less than the price at which the shares were offered to the Members.
(g)	For the purposes of this Article 26, “Prescribed Price” means the sum per share specified in any transfer notice as the sum which the Proposing Transferor fixes as the fair value of the Relevant Shares, unless the purchaser, when agreeing to purchase the Relevant Shares notifies the Company that it does not accept such sum as the fair value of the Relevant Shares, in which case, and also in any case where the transfer notice does not specify any sum per share as the fair value of the Relevant Shares, or is deemed to be given pursuant to any provision of these Articles of in the Shareholders’ Agreement, the Prescribed Price of the Relevant Shares shall be the fair value of the shares to be agreed between the Proposing Transferor and the Purchaser within fourteen (14) days after the name and address of the Purchaser is notified by the Company to the Proposing Transferor or, failing such agreement, the fair value determined by an internationally recognised merchant bank nominated by the Company’s main banker. All costs incurred shall be borne equally by the Proposing Transferor and the Purchaser concerned. The merchant bank shall be acting as an expert not as an arbitrator and the provisions of the Arbitration Act, 2005 shall not apply.
(h)	Notwithstanding anything herein contained where the sale of any share shall be subject to approval being obtained from the relevant regulatory authorities in Malaysia, including but not limited to the Foreign Investment Committee, then completion of the sale of shares shall be subject to such approvals being obtained.

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27. If any Member shall be adjudged bankrupt or a receiving order be made against him or it or goes into liquidation (other than for the purpose of amalgamation and reconstruction) his or its trustee in bankruptcy or liquidator, as the case may be, shall be bound forthwith to give to the Company a transfer notice as provided in Article 26 in respect of all the shares registered in the name of such Member, and if no such Transfer Notice is given within one (1) month of the bankruptcy, receivership or liquidation, the receiver, trustee in bankruptcy or liquidator shall be deemed to have given such notice at the expiration of the said period of one (1) month and the provisions of Article 26 shall have effect accordingly.

28. Notwithstanding anything contained in these Articles and subject to the provisions of the Shareholders’ Agreement, a Member will not be subject to any of the restrictions on transfer of shares contained in these Articles in respect of any transfers of shares pursuant to Clauses 38.1 and 38.3 of the Shareholders’ Agreement.

29. Subject to the provisions of the Act and the Shareholders’ Agreement, in the event of a transfer of any of the “Class A” ordinary shares to a holder of “Class C” ordinary shares and vice versa, the shares transferred shall thereafter be designated as shares of that other class.

30. Subject to these Articles and to the Shareholders’ Agreement, any Member may transfer all or any of his shares by instrument in writing in any usual or common form or in any other form which the Board may approve. The instrument shall be executed by or on behalf of the Transferor and the Transferor shall remain the holder of the shares transferred until the transfer is registered and the name of the Transferee is entered in the Register in respect thereof.

31. The instrument of transfer properly stamped must be left for registration at the Office together with such fee not exceeding Ringgit Malaysia One Two (RM2.00) as the Board from time to time may require accompanied by the certificate of the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the Transferor to make the transfer (save where the transfer is in accordance with the provisions of the Shareholders’ Agreement), and, if the instrument of transfer is executed by some person other than the Transferor on the Transferor’s behalf, the authority of that person so to do, and thereupon the Company shall subject to the powers vested in the Board by these Articles, register the Transferee as a shareholder and retain the instrument of transfer. Instruments of transfer in respect of transfers of shares which are registered may be retained by the Company.

32. The Board shall refuse to register any transfer of shares to any person whether a Member or not, save where the transfer is in accordance with the provisions of these Articles and the Shareholders’ Agreement.

33. If the Board declines to register any transfer they shall within one (1) month after the date on which the transfer was lodged with the Company send to the Transferor and to the Transferee notice of the refusal.

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34. The registration of transfer may be suspended at such times and for such periods as the Board may from time to time determine not exceeding in the whole thirty (30) days in any year.

35. The Board shall not recognize any renunciation of any share by the allottee thereof in favour of some other person unless all Members agree in writing.

TRANSMISSION OF SHARES

36. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares; but nothing hereincontained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other person.

37. Any person becoming entitled to a share in consequence of the death of a Member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the Transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death.

38. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles and the Shareholders’ Agreement relating to the rights to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death of the Member had not occurred and the notice or transfer were a transfer signed by that Member.

39. Where the registered holder of any share dies his personal representative or the assignee of his estate, as the case may be, shall, upon the production of such evidence as may from time to time be properly required by the Directors in that behalf, be entitled to the same dividends and other advantages and to the same rights (whether in relation to meetings of the Company or to voting or otherwise) as the registered holder would have been entitled to if he had not died or become bankrupt; and where two (2) or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall, for the purposes of these Articles, be deemed to be joint holders of the share.

FORFEITURE OF SHARES

40. If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

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41. The notice shall name a further day (not earlier than the expiration of fourteen (14) days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

42. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

43. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board may think fit provided always that such sale or disposal shall not be inconsistent with the provisions of these Articles and the Shareholders’ Agreement and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Board thinks fit.

44. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all money which, at the date of forfeiture, was payable by him to the Company in respect of the shares (together with interest at the rate of eight per cent (8%) per annum from the date of forfeiture on the money for the time being unpaid if the Board thinks fit to enforce payment of such interest), but his liability shall cease if and when the Company receives payments in full of all such money in respect of the shares.

45. A statutory declaration in writing that the declarant is a Director or the Company Secretary of the Company and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

46. The Company may receive the consideration, if any, given for a forfeited share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, or disposal of the share.

47. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

CONVERSION OF SHARES INTO STOCK

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48. Subject to the provisions of the Shareholders’ Agreement, the Company may by ordinary resolution passed at a general meeting convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination.

49. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit; but the Board may subject to the Shareholders’ Agreement from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the shares from which the stock arose.

50. The holders of stock shall according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such right, privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by any such aliquot part of stock which would not, if existing in shares, have conferred that right, privilege or advantage.

51. Such of the Articles of the Company as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

ALTERATION OF CAPITAL

52. The Company may subject to the provisions of the Shareholders’ Agreement and Articles 75 and 76, from time to time: -

(a)	increase the authorised or paid up share capital by such sum to be divided into shares of such amount as the resolution shall prescribe;
(b)	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(c)	subject to the Act, subdivide its shares or any of them into shares of smaller amount than is fixed by the memorandum; so however that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and the resolution may determine that, as between the shares resulting from such subdivision, one or more of the shares may have preferred or deferred or other special rights over or be subject to any restrictions as compared with others; or
(d)	cancel shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled.

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53. All new shares created as a result of any increase or change in the Company’s capital shall be subject to the same provisions of these Articles and the Shareholders’ Agreement with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

54. The Company may by special resolution and subject to the provisions of the Shareholders’ Agreement, these Articles and the Act, reduce its share capital, any capital redemption reserve fund or any share premium account in any manner with, and subject to, any incident authorized, and consent required by law.

GENERAL MEETING

55. The annual general meeting of the Company shall be held in accordance with the provisions of the Act. All general meetings other than the annual general meetings shall be called extraordinary general meetings. Subject to the Shareholders’ Agreement, all general meetings shall be held at such time and place as the Board shall determine. Every notice of an annual general meeting shall specify the meeting as such and every meeting convened for passing a special resolution shall state the intention to propose such resolution as a special resolution.

56. (1) Subject to applicable laws and the Shareholders’ Agreement, the contemporaneous linking together by an instantaneous communication device of a number of Members no less than the quorum provided in Article 63, as the case may be, whether or not any one (1) or more of the Members is out of Malaysia, shall be deemed to constitute a general meeting of the Company and all the provisions of these Articles as to general meetings of the Company will apply to such meeting held by the instantaneous telecommunication device so long as the following conditions are met:-

(a)	notice of any such general meeting by instantaneous telecommunication device has been given in the manner set out in Article 153;
(b)	each of the Members or its duly authorised representative(s) taking part in such meeting by the instantaneous telecommunication device must be able to hear and/or see, as the case may be, each of the other Members or their duly authorised representative(s) taking part at the commencement and for the duration of such general meeting;
(c)	at the commencement of such general meeting each Member or its duly authorised representative(s) must acknowledge his presence for the purpose of a general meeting of the Company to all of the other Members or their respective duly authorised representative(s) taking part.

     (2) Minutes of the proceedings at a general meeting by instantaneous telecommunication device will be sufficient evidence of such proceedings and of the observance of all necessary formalities if confirmed as correct by all the Members present at the meeting.

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     (3) For the purpose of this Article 56, “instantaneous telecommunication device” means any telecommunication conferencing device with or without visual capability.

     (4) Subject to the Act, a meeting of the Members conducted by telephone is deemed to be held at the place agreed on by the Members physically present at that place for the meeting, provided that at least one (1) Member was physically present at that place for the duration of that meeting.

57. Subject to the provisions of Sections 152 and 153 of the Act relating to convening of meetings to pass special resolutions and resolutions of which special notice is required, and unless otherwise agreed to in writing by all the Members, at least twenty one (21) days’ notice shall be given before a general meeting of the Company is convened.

58. Every notice of a general meeting shall specify the day, time and place of the meeting and be accompanied by a complete agenda for the meeting (“Members’ Agenda”) and if possible, the text of resolutions proposed to be adopted at such meetings and in the case of special business accompanied also by a statement specifying the general nature of that business and the effect of any proposed resolution in respect of such special business, and unless in any particular case all the Members shall otherwise agree, no resolution relating to any business may be proposed or passed at any general meeting of the Company unless the nature of the business is specified in the Members’ Agenda sent together with the notice convening that meeting. Notice of a meeting may be waived by written consent of all Members.

59. Subject always to the provisions of Section 151 of the Act no business shall be transacted at an extraordinary general meeting except business of which notice has been given in the notice convening the meeting and no business shall be transacted at an annual general meeting, other than business of which notice has been given as aforesaid, with the exception of declaring a dividend, the consideration of the accounts, balance-sheets, and the report of the Directors and Auditors, the election of Directors, and the appointment and fixing of the remuneration of the Auditors.

60. (1) In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him, and that a proxy need not also be a Member.

     (2) In respect of Members having an address outside Malaysia, the notice and the Members’ Agenda shall be sent by facsimile transmission, to be followed immediately by confirmation in writing.

61. The accidental omission to give notice of any general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings or any resolution passed at any such meeting.

62. Subject to the provisions of the Act and the Shareholders’ Agreement, a resolution in writing signed by all the Members for the tune being entitled to receive notice of and attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be

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valid and effective as if the same had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more Members or their duly authorised representative(s).

PROCEEDINGS AT GENERAL MEETINGS

63. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. The quorum for each general meeting of the Company shall be the presence, in person, of Members holding more than seventy per cent (70%) of the issued and paid-up ordinary shares of the Company and entitled to vote at the general meeting. For the purposes of this Article, “Member” includes a person attending as a proxy or representing a corporation which is a Member.

64. If a quorum is not present within thirty (30) minutes of the time appointed for a general meeting of the Company or if during the meeting there is no longer a quorum, that meeting shall automatically stand adjourned for seven (7) days (or if that day be a public holiday, then to the next business day following that public holiday) at the same time and place and, at the adjourned meeting, the Member or Members present shall constitute a quorum.

65. The Chairman, if any, of the Board shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present may elect one (1) of the Directors present to be Chairman of the meeting, but if no Director be present or if all the Directors present decline to take the Chair, then the Members present shall elect one (1) of their number to be Chairman of the meeting.

66. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

67. Except where a greater majority is required by the Act or the Shareholders’ Agreement and save as provided in Articles 75 and 76, any resolution to be passed at a general meeting of the Company shall be considered passed and valid and binding on the Company and the Members if passed by the votes of the holder(s) of more than fifty per cent (50%) of the issued and paid-up ordinary shares in the Company present and voting at the relevant general meeting of the Company.

68. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:-

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(a)	by the Chairman of the meeting;
(b)	by at least two (2) Members present in person or by proxy;
(c)	by any Member or Members present in person or by proxy and representing not less than one-tenth (1/10) of the total voting rights of all the Members having the right to vote at the meeting; or
(d)	by a Member or Members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth (1/10) of the total sum paid up on all the shares conferring that right.

Unless a poll is so demanded a declaration by the Chairman of the general meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.

69. If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. The Chairman of the general meeting may (and if so directed by the meeting shall) appoint scrutineers and may, in addition to the powers of adjourning meetings contained in Article 66 adjourn the general meeting to some place and time fixed for the purpose of declaring the result of the poll.

70. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.

VOTES OF MEMBERS

71. Subject to the provisions of the Shareholders’ Agreement, these Articles and any rights or restrictions for the time being attached to any class or classes of shares, at meetings of Members or classes of Members, each Member shall be entitled to be present and to vote at any general meeting of the Company and may vote in person or by proxy or by attorney and on a show of hands every person present who is a Member or representative or proxy of a Member shall have one (1) vote and on a poll every Member present in person or by proxy or by attorney or other duly authorised representative shall have one vote for each share he holds. A person entitled to more than one (1) vote need not use all his votes or cast all the votes he uses on a poll in the same way.

72. In the case of joint holders the vote of the senior Member who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint

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holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register.

73. A Member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorder may vote, whether on a show of hands or on a poll, by his committee or by such other person as properly has the management of his estate, and any such committee or other person may vote by proxy or attorney and any person entitled under the transmission Article to transfer any shares may vote at any general meeting in respect thereof in the same manner as if he was the registered holder of such shares provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty-eight (48) hours before the time of holding the meeting.

74. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

75. A resolution to be passed at a general meeting of the Company in relation to any matter set out below shall be passed only if it is approved by a special resolution of the Members in general meeting: -

(a)	any amendment to any provision of the Memorandum and Articles of Association of the Company;
(b)	the liquidation, dissolution, reorganisation or restructuring of the Company;
(c)	any increase of the authorised or issued ordinary share capital of the Company or any grant of any option over the unissued share capital of the Company. For the avoidance of doubt, the issue of preference shares only requires approval by simple majority vote of the Members;
(d)	any subscription by the Company for, or any purchase or acquisition by the Company of, any shares, debentures, loan stock or other securities (or interest therein) whatsoever in, or any acquisition of any business, undertaking or assets of, any other company or unincorporated body;
(e)	the issuance by the Company of any debentures, loan stock or other form of security or the granting of any options or other rights over any of the same;
(f)	any change in the auditors of the Company; and
(g)	any change in the financial year of the Company.

76. A resolution to be passed at a general meeting of the Company in relation to any matter set out below shall be passed only with the unanimous consent of the Members for the time being unless already passed at a meeting of the Board in accordance with Article 113:-

(a) any distribution of shares in the Company to the Members arising from capitalisation of share premium accounts;

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(b) any issuance of ordinary shares in the Company other than as contemplated by the Shareholders’ Agreement.

77. No objection shall be raised to the qualification of any voter except at the meeting or adjourned general meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive.

78. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. The Board may, but shall not be bound to require evidence of the authority of any such attorney or officer. A proxy may but need not be a Member and a Member may appoint any person to be his proxy without limitation and the provisions of Section 149(l)(b) of the Act shall not apply to the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

79. The instrument appointing a proxy shall be in the following form or in such other form as the Board may approve :-

NATURAL KALIMANTAN GOLD SDN BHD

I/We,

of

being a member/members of the above named Company, hereby appoint                                          of                             , or failing him,                   of as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the Company, to be held on the                      day of                     20     and at any adjournment thereof.

Signed this            day of                             20    .

This form is to be used *in favour of/against the resolution.

* Strike out whichever is not desired. [Unless otherwise instructed, the proxy may vote as he thinks fit.]

80. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening

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the meeting, not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

81. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid, notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, if no intimation in writing of such death, unsoundness of mind, revocation, or transfer as aforesaid has been received by the Company at the Office before the commencement of the meeting or adjourned meeting (or in the case of a poll before the time appointed for the taking of the poll) at which the instrument is used.

82. A corporation may by resolution of its directors or other governing body, if it is a Member, authorize such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the Company or of any class of Members, and a person so authorized shall in accordance with his authority and until his authority is revoked by the corporation be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member of the Company.

DIRECTORS: APPOINTMENT, ETC.

83. The first Directors of the Company shall be Mr. Tan Chee Kay and Ms. Foong Woan Ling.

84. All the above mentioned shall become and be Directors of the Company without election. All Directors of the Company shall be natural persons and subject to the Act, may be Malaysians or foreign nationals.

85. Until otherwise agreed by all the Members, the number of Directors shall not be less than three (3) nor more than seven (7) or such other maximum number of Directors as the Members may from time to time determine at a general meeting but in the event of any casual vacancy occurring and reducing the number of Directors below the aforesaid minimum the continuing Directors or Director may subject to Article 88 act for the purpose of filling up such vacancy or vacancies or of summoning a general meeting of the Company.

86. (1) Unless otherwise agreed by all the Members and subject to Article 86(2) below, the Members shall be entitled to appoint the following number of Directors: -

Holder of “Class C” ordinary shares	3 Directors
Holder of “Class A” ordinary shares	2 Directors

     (2) In the event that the “Class A” ordinary shares become the majority of the issued ordinary shares of the Company then such shares shall confer on the holder of the majority thereof the right to appoint three (3) “A” Directors while the holder of the majority of the “Class C”

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ordinary shares shall have the right to appoint two (2) “C” Directors. In the event that the “Class C” ordinary shares become the majority of the issued ordinary shares of the Company then such shares shall confer on the holder of the majority thereof the right to appoint three (3) “C” Directors to the Board whilst the holder of the majority of the “Class A” ordinary shares shall have the right to appoint two (2) “A” Directors to the Board.

     (3) Members entitled to appoint Directors may appoint a Director nominated by it by notice in writing, signed by or on behalf of the said Member, to be addressed and sent to the Company Secretary. Subject to the provisions of the Act, the appointment shall take effect from the date of receipt of such notice or on the date specified therein, whichever shall be later. The other Members shall procure its nominees on the Board to vote in favour of such appointment.

87. Subject to any statutory disqualification, the Directors shall not be subject to retirement by rotation and may only be removed or replaced at the end of the fixed period of the appointment as determined by the Member appointing them or by or at the instance of the Members appointing them by notice in writing, to be addressed and sent to the Company Secretary. The Company Secretary shall inform the other Members in writing of such change. Such notice shall, subject to the provisions of the Act, take effect from the date of receipt of such notice or on the date specified therein, whichever shall be later. The other Members shall procure its nominees on the Board to accept such resignation.

88. If any vacancy arises in the Board, such vacancy shall be filed solely by the Member who nominated the Director whose office has been vacated.

89. Subject to any statutory requirements, the appointment, removal or replacement of a Director or an alternate Director by a Member shall be acted upon by the Company on receipt of the relevant notice, addressed to the Company Secretary and purports or appears to emanate from such Member and is purportedly signed by the Member or a director of the Member and has been delivered by hand, or posted by prepaid mail or transmitted by facsimile (in the case of facsimile to be confirmed by mailing the notice within twenty-four (24) hours after transmission).

90. Subject to the provisions of these Articles and the Shareholders’ Agreement, the Company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of Directors.

91. Subject to the provisions of these Articles and the Shareholders’ Agreement, the Directors shall have power at any time, and from time to time to appoint any person to be a director either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

92. No shareholding qualification for Directors shall be required. All Directors including alternate Directors shall be entitled to receive notice of and to attend all general meetings of the Company.

REMUNERATION OF DIRECTORS

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93. Save as provided herein the Directors shall not be entitled to any salary, remuneration or compensation from the Company. However, the Directors shall be paid all reasonable traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company in accordance with the travel and expenses guidelines of the Company (if any).

DISQUALIFICATION OF DIRECTORS

94. The office of Director shall become vacant if the Director:-

(a)	has a receiving order in bankruptcy made against him or makes any arrangement or composition with his creditors generally;
(b)	becomes prohibited from being a Director by reason of any order made under the Act or contravenes Section 130 of the Act;
(c)	ceases to be a Director by virtue of the Act;
(d)	becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;
(e)	resigns his office by notice in writing to the Company;
(f)	is removed from his office of Director by the Member appointing him;
(g)	for more than six (6) months is absent from board meetings without permission of the Member appointing him.

POWERS AND DUTIES OF DIRECTORS

95. The business of the Company shall comprise the Business and the Board shall be responsible for the overall direction, supervision and day-to-day operational control and management of the Company and may exercise all such powers of the Company as are not, by law or the Act or by these Articles or by the Shareholders’ Agreement, required to be exercised by the Company in general meeting. Subject to the provisions in the Shareholders’ Agreement, the Board may delegate such powers and authority to such person or persons as the Board deems fit. The Members shall procure that the respective “A” Directors and “C” Directors shall vote in favour of the aforesaid appointments.

96. (1) Subject to Article 114, the law and the Shareholders’ Agreement, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

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     (2) The Board shall cause a proper register to be kept in accordance with Section 115 of the Act of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of Section 108 of the Act in regard to the registration of the mortgages and charges therein specified and otherwise.

97. Subject to the provisions of the Act and the Shareholders’ Agreement, the Board may establish or arrange any contributory or non-contributory pension or superannuation scheme for the benefit of, or pay a gratuity, pension or emolument to any person who is or has been employed by or in the service of the Company or any subsidiary of the Company, or to any person who is or has been a director or other officer of and holds or has held salaried employment in the Company or any such subsidiary, and the widow, family or dependents of any such person. The Board may also subscribe to any association or fund which they consider to be for the benefit of the Company or any such subsidiary or any such persons as aforesaid, and make payments for or towards any hospital or scholastic expenses or any insurance of any such persons: Provided that any director holding such salaried employment shall be entitled to retain any benefit received by him hereunder subject only, where the Act requires, to proper disclosure to the Members and the approval of the Company in general meeting. In this Article, the expression “associated company” shall include any company which is the holding company of the Company or a subsidiary of the Company or of any such holding company or which in the opinion of the Board can properly be regarded as being connected with the Company or with such other company as aforesaid.

98. The Board may exercise all the powers of the Company in relation to any official seal for use outside Malaysia and in relation to branch registers.

99. Subject to the Shareholders’ Agreement, the Board may from time to time by power of attorney appoint any corporation, firm or person or body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

100. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in the manner provided in the Shareholders’ Agreement.

101. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine. No Director or intending director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit in any other respect nor shall any such contract, or any contract or arrangement entered into by or on behalf of any company in which any director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby

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established provided always that Section 131 of the Act and all other relevant provisions of the Act, the Shareholders’ Agreement and these Articles are complied with.

102. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a director, providing that nothing herein contained shall authorise a Director or his firm to act as auditor of the Company.

MINUTES AND REGISTERS

103. The Board shall cause minutes to be duly entered in books provided for the purposes:-

(a)	of all appointment of officers.
(b)	of the names of all the Directors present at each meeting of the Directors and of any Committee of Directors and of the Company in general meeting.
(c)	of all resolutions and proceedings of general meetings and of meetings of the Directors and Committees of Directors.
(d)	of all orders made by the Directors and any Committee of Directors.

Such minutes shall be signed by the Chairman of the general meeting or the Chairman of the meeting of the Directors or Committee of Directors (as the case may be) at which the proceedings were held or by the Chairman of the next succeeding meeting.

104. The Company shall in accordance with the provisions of the Act keep at the Office a register containing such particulars with respect to the Directors and managers of the Company as are required by the Act, and shall from time to time notify the Companies Commission of Malaysia of any change in such register and of the date of change in manner prescribed by the Act.

PROCEEDINGS OF DIRECTORS

105. Subject to these Articles and the Shareholders’ Agreement, the Directors (or their alternates) may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. The Company Secretary shall, upon the request of any one (1) Director (or his alternate), convene a meeting of the Board to be held within twenty-one (21) days of receipt of a request therefor in writing signed by any one (1) Director (or his alternate). The Board shall convene a meeting at least once every calendar quarter.

106. (1) Unless otherwise agreed by all the Directors (or their alternates), at least seven (7) days written notice specifying the time, date and place of the meeting shall be given for any meeting of the Board to all Directors and their alternates and a complete written agenda specifying the matters to be raised at that meeting (“Board Agenda”) shall be sent together with the notice

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convening the meeting. The abovementioned period of notice may be shortened for any particular meeting by the unanimous written consent of all the Directors in office. Unless in any particular case the majority of the Directors (or their alternates) shall otherwise agree, no resolution relating to any business may be proposed or passed at any meeting of the Board unless the nature of the business is specified in the Board Agenda sent together with the notice convening that meeting.

     (2) For those Directors (including alternate directors) residing outside Malaysia, the notice and Board Agenda may be sent by facsimile transmission, to be followed immediately by confirmation in writing sent by mail.

     (3) PROVIDED ALWAYS THAT notification of an alternate Director’s attendance shall be given to all Directors at least two (2) business days prior to the Board meeting.

107. Unless otherwise decided by a majority of the Directors (or their alternates) for exceptional cases, Board meetings shall be held in Kuching, Sarawak, Malaysia. For those Directors (including alternate Directors) residing outside Malaysia, the notice and Board Agenda may be sent by facsimile transmission or telex or telegram, to be followed immediately by confirmation in writing sent by mail.

108. (1) Subject to applicable laws, the contemporaneous linking together by an instantaneous telecommunication device of a number of Directors (or their alternates) no less than the quorum required by Article 109 whether or not any one or more of the Directors (or their alternates) is out of Malaysia, is deemed to constitute a meeting of the Directors and all provisions of these Articles as to meetings of the Directors will apply to such meeting held by instantaneous telecommunication device so long as the following conditions are met: -

(a)	all the Directors (including their alternates) shall have received notice of a meeting by instantaneous telecommunication device for the purpose of such meeting. Notice of any such meeting will be given in the manner set out in Article 106;
(b)	each of the Directors (or their alternates) taking part in the meeting by the instantaneous telecommunication device must be able to hear and/or see, as the case may be, each of the other Directors (or their alternates) taking part at the commencement and for the duration of the meeting;
(c)	at the commencement of the meeting each Director (or his alternate) shall acknowledge his presence for the purpose of the meeting to all of the other Directors (or their alternates) taking part.

     (2) Minutes of the proceedings at a meeting of Directors (or their alternates) by instantaneous telecommunication device will be sufficient evidence of such proceedings and of the observance of all necessary formalities if confirmed as correct by all the Directors (or their alternates) present at the meeting.

     (3) For the purpose of this Article 108, “instantaneous telecommunication device” means any telecommunication conferencing device with or without visual capability.

     (4) A meeting of the Board conducted by telephone is deemed to be held at the place agreed on by the Directors (or their alternates) physically present at that place for the meeting,

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provided that at least one (1) Director was physically present at that place for the duration of the meeting.

109. The quorum for any meeting of the Board shall be three (3) Directors (or their alternates) comprising one (1) “A” Director and one (1) “C” Director present at the time when the relevant business is transacted. If within thirty (30) minutes of the time appointed for the meeting of the Board, a quorum is not present or if during the meeting there is no longer a quorum, then such meeting shall automatically stand adjourned for seven (7) days at the same time and place (or to such other date, time and place as the Directors may agree) and if a quorum is not present at the adjourned meeting subject to applicable laws, the Director or Directors present shall constitute a quorum and may deal with the business for which such meeting was convened.

110. Subject to the provisions of the Act and the Shareholders’ Agreement, the Chairman of the Board shall, at the date of the adoption of these Articles, be appointed by the holder of the majority of the “Class A” ordinary shares. The Chairman shall hold office for one year (or such longer period as all the Members may agree to in writing) following which a new Chairman shall be elected by the Directors from time to time on the nomination of the holder of the majority of the “Class C” ordinary shares and each year thereafter a new Chairman shall be appointed on the basis of a nomination made by the holder of a majority of the “Class A” ordinary shares and the holder of the majority of the “Class C” ordinary shares on an alternating basis. The Chairman shall automatically cease to hold such office if he ceases for any reason to be a Director of the Company. The Chairman shall not have a second or casting vote at any meeting of the Company or its directors. If at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the Directors (or their alternates) present may choose any one (1) of the Directors present to be Chairman of the meeting.

111. Each Director (or his alternate) present at a meeting of the Board shall have one (1) vote.

112. Subject to these Articles and the Shareholders’ Agreement and save as otherwise provided in Articles 113 and 114, all questions arising at any meeting of Directors shall be decided by a majority of votes of the Directors (or their alternates) present and voting on the relevant resolution at the meeting.

113. A resolution to be passed at a meeting of the Board in relation to any matter set out below shall be passed only with the unanimous consent of the Directors for the time being unless already passed at a general meeting of the Company in accordance with Article 75:-

(a)	any distribution of shares in the Company to the Members arising from capitalisation of share premium accounts;
(b)	any issuance of ordinary shares in the Company other than as contemplated by the Shareholders’ Agreement.

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114. A resolution to be passed at a meeting of the Board in relation to any matter set out below shall be passed only by a majority of the Directors including at least one (1) “A” Director and one (1) “C” Director voting in favour of the resolution relating to such business:-

(a)	the exercise of any of the Company’s borrowing powers (including the establishment of any bank overdraft and the raising of any limit on such overdraft but expressly excluding the acceptance by the Company of any advance or loan from BML), the exercise of any of the Company’s powers to mortgage or charge its undertaking or property or any part thereof or the exercise of any of the Company’s powers to guarantee any obligation of any third party provided that the “A” Director may not unreasonably withhold an affirmative vote in respect of a Project financing proposal put forward by the “C” Directors;
(b)	the declaration of any dividend or other distribution (other than dividends payable on the preference shares which shall be approved by a simple majority vote);
(c)	the entry by the Company into any material long term contracts or arrangements or any contracts or arrangements made otherwise than in the ordinary course of the Company’s business or otherwise than on an arm’s length basis, except, in each case, any contract required in order to progress any Exploration or Project in the manner contemplated in the relevant Exploration Programme or Project Programme;
(d)	the incurring by the Company of any single item of capital expenditure which has not been approved under the budget for such financial year (as may be established by the Board of the Company) and which exceeds 20% of the amount of capital expenditure contemplated in such approved budget;
(e)	any change in the accounting policies or practices of the Company; and/or
(f)	the entry by the Company into any joint venture or partnership except, in each case, any joint venture or partnership required in order to progress any Exploration or Project in the manner contemplated in the relevant Exploration Programme or Project Programme.

115. The working language of the Board including all written communication and documentation (resolutions, notices, proxy forms, minutes etc.) amongst the Directors and their alternates shall be English.

116. Subject to maintaining statutory confidentiality and subject to the Shareholders’ Agreement, each and every Director and his alternate shall be entitled to request, review and obtain copies of such information and records relating to the Company’s business and affairs as may be required by the Director or his alternate in order to fully perform his obligations on corporate governance in accordance with the applicable laws, and to, upon reasonable notice being given, inspect its premises and operations, and the Company (including all its Directors, officers, employees and its Company Secretary and auditors) shall be obliged to, as soon as practicable, provide each and every Director or his alternate with such information, records and assistance.

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Further, each and every Director and his alternate shall be entitled to receive all management accounts and reports generated by the Company during its operations.

117. Every Director shall comply with the provisions of Section 131 of the Act in connection with the disclosure of his interest in any contract or proposed contract with the Company and in connection with the disclosure of the fact and the nature, character and extent of any office or possession of any property whereby whether directly or indirectly duties or interests might be created in conflict with his duty or interest as a Director of the Company.

118. Subject always to compliance with Section 131 of the Act and all other relevant provisions of the Act, these Articles and the Shareholders’ Agreement, a Director may vote and be counted in a quorum at a meeting in respect of:-

(a)	any arrangement for giving the Director himself or any other Director any security or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the Company; or
(b)	any arrangement for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company for which the Director himself or any other Director has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of a security; or
(c)	any contract by the Director himself or any other Director to subscribe for or underwrite shares or debentures of the Company.

119. No Director may vote in respect of any other contract or arrangement in which he is interested nor any contract or arrangement with any other company in which he is interested either as an officer of that company or as a holder of shares or other securities in that other company unless the Director or Directors wishing to vote has complied with Section 131 of the Act and all other relevant provisions of the Act and of these Articles and the majority of the Directors other than the Director or Directors wishing to vote, agree.

120. A Director notwithstanding his interest may, provided that none of the other Directors present disagree, be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any office or place of profit under the Company or whereat the Directors resolve to exercise any of the rights of the Company, (whether by the exercise of voting rights or otherwise) to appoint or concur in the appointment of a Director to hold any office or place of profit under any other company or whereat the terms of any such appointment as hereinafter mentioned are considered or whereat any decision is taken upon any contract or arrangement in which he is in any way interested provided always that he has complied with Section 131 of the Act and all other relevant provisions of the Act, these Articles and the Shareholders’ Agreement.

121. A Director of the Company may be or become a director or other officer of or otherwise interested in any corporation promoted by the Company or in which the Company may be interested as shareholder or otherwise or any corporation, which is directly or indirectly

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interested in the Company as shareholder or otherwise and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such corporation unless the Company otherwise directs at the time of his appointment. The Directors may exercise the voting power conferred by the shares or other interest in any such other corporation held or owned by the Company, or exercisable by them as directors of such other corporation in such manner and in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them Directors or other officers of such corporation) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid, notwithstanding that he may be, or is about to be appointed a director or other officer of such corporation and as such is or may become interested in the exercise of such voting rights in manner aforesaid.

ALTERNATE DIRECTORS

122. (1) Members entitled to appoint Directors shall also be entitled to appoint, remove or substitute an alternate Director for each of its Directors by giving written notice to that effect to the Company and to the other Members. The alternate Director may be an existing Director of the Company or any other person, not being a Director of the Company.

     (2) An alternate Director shall (except as regards power to appoint an alternate director and remuneration) be subject in all respects to the terms and conditions existing with reference to the other Directors, and shall be entitled to receive notices of all meetings of the Directors and to attend speak and vote at any such meeting at which the Director to whom he is alternate to is not present.

     (3) One person may act as alternate Director to more than one Director and while he is so acting shall be entitled to a separate vote for each Director he is representing and, if he is himself a Director, his vote or votes as an alternate Director shall be in addition to his own vote.

     (4) Any appointment or removal of an alternate Director may be made by written notice delivered by hand or by facsimile transmission to the Company Secretary. Subject to the provisions of the Act and the Shareholders’ Agreement, the appointment or removal, as the case may be, shall take effect when the written notice is delivered to the Company Secretary unless the notice indicates otherwise.

     (5) If a person ceases to hold office of Director, the appointment of his alternate shall thereupon automatically cease and determine.

     (6) A Director shall not be liable for the acts and defaults of his alternate Director.

     (7) An alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote.

COMMITTEES OF DIRECTORS

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123. The Directors may establish any committees, local boards or agencies comprising one or more persons for managing any of the affairs of the Company, either in Malaysia or elsewhere, and may lay down, vary or annul such rules and regulations as they may think fit for the conduct of the business thereof, and may appoint any person or persons to be the member or members of any such committee or local board or agency and may fix their remuneration and may delegate to any such committee or local board or agency any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise the member or members of any such committee or local board or agency or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no persons dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

124. (1) The meeting and proceedings of any such committee consisting of two (2) or more persons shall be governed by the provisions of these Articles regulating the meetings and proceedings and voting rights of the Directors and chairman so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.

     (2) Notwithstanding anything contained in these Articles, any committee of Directors shall only act in accordance with the instructions of the Board.

125. A committee may elect a Chairman of its meetings; if no such Chairman is elected, or if at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the members of the committee present may choose one (1) of their number to be Chairman of the meeting.

VALIDATION OF ACTS OF DIRECTORS

126. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a director shall, as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such director, or person acting as aforesaid or that they or any of them were disqualified or had vacated office, or were not entitled to vote be as valid as if every such persons had been duly appointed and was qualified to be a director or member of such committee, local board or agency as aforesaid and had been entitled to vote.

CIRCULAR RESOLUTIONS

127. A resolution in writing or copies thereof, which has been properly notified to each Director, signed or approved by letter or fax or other form of permanent visible communication by all the Directors (or their alternates) shall be valid and effectual as if it had” been passed at a meeting of the Board duly convened and held. All such resolutions shall be described as “Directors’ Circular Resolutions” and shall be forwarded or otherwise delivered to the Company Secretary without delay, and shall be recorded by him in the Company’s Minute Book. Any such resolution may consist of several documents in like form, each signed by one or more Directors.

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MANAGING DIRECTORS

128. The Directors may appoint one or more members of the Board for the time being and from time to time to the office of managing director for such period and on such terms as they think fit. The appointment of the managing director shall be automatically determined if he ceases from any cause to be a Director.

129. A managing director shall, subject to the terms of any agreement entered into in any particular case, receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine.

130. In addition to the powers conferred on the managing director pursuant to these Articles, the Directors may entrust to and confer upon the managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of those powers and the managing director may delegate all or any of the powers so conferred upon him in any manner that he thinks fit.

ASSOCIATE DIRECTORS

131. The Directors may from time to time appoint any person or persons to be an associate director or associate directors and may from time to time cancel any such appointments. The Directors may fix, determine and vary the powers, duties and remuneration of any person or persons so appointed and the number of associate directors that the Company may have from time to time and at any time. Any person or persons so appointed shall not be required to hold any shares to qualify for appointment nor have any right to attend or vote at any meeting of Directors except by the invitation and with the consent of the Directors.

SECRETARY

132. (1) The first Company Secretary is Ms. Foong Woan Ling (MAICSA 70000430).

     (2) The Company Secretary or Secretaries shall, in accordance with the Act, be such person as the Members may agree from time to time and appointed by the Directors for such term, at such remuneration, and upon such conditions as the Board thinks fit and any Company Secretary or Secretaries so appointed may be removed by them but without prejudice to any claim he or they may have for damages for breach of any contract of service with the Company. The Board may, with the agreement of the Members, from time to time by resolution appoint a temporary substitute for the Company Secretary or Secretaries who shall be deemed to be the Company Secretary during the term of his appointment.

SEAL

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133. The Board shall provide for the safe custody of the seal which shall only be used pursuant to a resolution of the Board, or a committee of the Directors authorised to use the seal. The Board may from time to time (subject to the provisions of Article 12 in relation to share and debenture stock certificates and debentures) make such regulations as they think fit determining the persons and the number of such persons in whose presence the seal shall be affixed and, until otherwise so determined, as to which no person dealing with the Company shall be concerned to see or enquire and subject always to the provisions of Article 12 every instrument to which the seal shall be affixed shall be signed by a director and by the secretary or by a second director or by some other person appointed by the Board for the purpose.

ACCOUNTS

134. The Board shall cause proper accounting and other records to be kept and shall distribute copies of balance-sheets and other documents as required by the Act and shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting and other records of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or paper of the Company except as conferred by statute or authorized by the Board or by the Company in general meeting.

135. The Directors shall from time to time in accordance with Section 169 of the Act cause to be prepared and laid before the Company in general meeting such profit and loss accounts, balance sheets and report as are referred to in the section and shall cause the same not less than fourteen (14) days before the date of the meeting (or such shorter period as may be agreed in any year by all the Members) to be sent to every Member, and every holder of debentures of the Company and to every other person who is entitled to receive notices of general meetings of the Company under the provisions of the Act or of these Articles; provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one (1) of joint holders, but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.

AUDIT

136. (1) Subject to the provisions of the Shareholders’ Agreement, the Auditors shall be appointed and their duties regulated in accordance with Section 172 to 175 of the Act. Notwithstanding the foregoing, any Member shall have the right to carry out audits on the Company’s affairs subject to payment of the costs of such audit. Each Member shall at all times with the consent of the Chairman of the Board (which consent shall not be unreasonably withheld) have access to, and be allowed to take copies of, the books and records of the Company including without limitation accounts, statutory books, minute books, leases, contracts and supplier and customer lists.

     (2) The Auditors shall be entitled to attend any general meeting and to receive all notices of and other communications relating to any general meeting which any Member is entitled to receive, and to be heard at any general meeting on any part of the business of the meeting which concerns the Auditors.

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DIVIDENDS AND RESERVES

137. Subject to the provisions of the Shareholders’ Agreement, the Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

138. Subject to the provision of the Shareholders’ Agreement, the Board may if they think fit from time to time pay to the Members such interim dividends as appear to the Directors to be justified by the profits of the Company. If at any time the share capital of the Company is divided into different classes the Directors may subject to the Shareholders’ Agreement pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Directors act bona fide they shall not incur any responsibility to the holders of shares conferring any preferential rights with regard to dividend by the payment of an interim dividend on any shares having deferred or non-preferential rights. The Directors may also subject to the Shareholders’ Agreement and Article 75 and 76 pay half-yearly or at other suitable intervals to be settled by them any dividend which may be payable at a fixed rate if they are of the opinion that the profits justify the payment.

139. (1) Without prejudice to the power of the Company to pay interest on share capital as herein before provided, no dividend shall be paid otherwise than out of profits nor shall any dividend or other monies payable on or in respect of any share bear interest against the Company.

     (2) Subject to the provisions of the Act and the Shareholders’ Agreement, where any asset, business or property is bought by the Company as from a past date upon the terms that the Company shall as from that date take the profits and bear the losses thereof, such profits or losses as the case may be, shall, at the discretion of the Board, be credited or debited wholly or in part to revenue account, and in that case the amount so credited or debited shall, for the purpose of ascertaining the fund available for dividend, be treated as a profit or loss arising from the business of the Company and available for dividend accordingly. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest such dividend or interest when paid may at the discretion of the Directors be treated as revenue and it shall not be obligatory to capitalise the same or any part thereof.

140. Subject to the provisions of the Shareholders’ Agreement, the Board may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending any such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the Company) as the Board may from time to time think fit. Subject to the provisions of the Shareholders’ Agreement, the Board may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

141. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a

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share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

142. The Directors may deduct from any dividend payable to any Member all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

143. The Directors may retain the dividend or other moneys payable on or in respect of a share on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

144. All dividends unclaimed for one (1) year after having been declared may be disposed off in accordance with the provisions of the Unclaimed Moneys Act, 1965. The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed after a period of six (6) years from the date of declaration of such dividend may be forfeited and if so shall revert to the Company.

145. Subject to the provisions of the Shareholders’ Agreement, any general meeting declaring a dividend or bonus may, upon the recommendation of the Directors, direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways and the Board shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Board may settle the same as they think expedient, and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board.

146. Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the Register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged. Every such cheque or warrant shall be sent at the risk of the person entitled to the money thereby represented.

CAPITALIZATION OF PROFITS

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147. Subject to the Shareholders’ Agreement, the Company in general meeting may upon the recommendation of the Board resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such Members in the proportion aforesaid, or partly in the one way and partly in the other, and the Board shall give effect to such resolution. A share premium account and a capital redemption reserve may, for the purposes of this Article, be applied only in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares provided always that the provisions of the Shareholders’ Agreement are complied with.

148. Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Board to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorize any person to enter on behalf of all the Members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalization, or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such Members.

LANGUAGE

149. Where any accounts, minute books or other records are required to be kept by the Act are not kept in the English language, the Board shall cause a true translation into English of such accounts, minute books and other records to be made from time to time at intervals of not more than seven (7) days and shall cause such translation to be kept with the original accounts, minute books and other records for so long as the original accounts, minute books and other records are required by the Act to be kept.

DESTRUCTION OF DOCUMENTS

150. The Company shall be entitled to destroy all instruments of transfer which shall have been registered at any tune after the expiration of six (6) years from the date of registration thereof, and all share certificates and dividend mandates which have been cancelled or have ceased to have effect at any time after the expiration of one (1) year from the date of cancellation or cessation thereof, and all notifications of change of name or address after the expiration of one (1) year from the date they were recorded, and in favour of the Company it shall conclusively be presumed that every entry in the register which purports to have been made on the basis of an

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instrument of transfer or other document so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided that :-

(a)	the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice that the preservation of such document was relevant to a claim;
(b)	nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company but for the provisions of this Article; and
(c)	reference in this Article to the destruction of any document include references to its disposal in any manner.

AUTHENTICATION OF DOCUMENTS

151. Any Director or the Company Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and, where any books, records, documents or accounts are kept elsewhere than in the Office, the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Board as aforesaid.

152. A document purporting to be a copy of a resolution of the Board or an extract from the minutes of a meeting of the Directors which is certified as such in accordance with the provisions of Article 151 shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Directors.

NOTICES

153. (1) Subject to the Shareholders’ Agreement, any notice or other document from the Company to any Member shall be in writing and may be given or sent by -

(a)	hand; or
(b)	registered post, first class post or express or air mail or other fast postal service; or
(c)	facsimile or telex or telegram (each to be followed by postal service as provided under Article 153(1)(b) such obligation not to affect the effect of the original notice sent by facsimile);

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to the Members at their respective registered address as appearing in the Register or at such facsimile transmission or telex number as may be notified by the Members to the Company from time to time.

     (2) Any notice or other document shall be deemed to have been duly served upon and received by the Member: -

(a)	if delivered by hand, at the time of delivery;
(b)	if sent by registered post, first class post or express or air mail or other fast postal service, within ten (10) days of despatch; and
(c)	if transmitted by way of facsimile transmission or telex or telegram, at the time of transmission.

     (3) In proving the giving of a notice or any other document by the Company to the Members, it shall be sufficient to show -

(a)

in the case of registered post, first class post or express or air mail or other fast postal service, that the notice or other document was contained in an envelope which was duly addressed and posted; and

(b)

in the case of facsimile transmission or telex or telegram, that the facsimile transmission or telex or telegram was duly transmitted from the despatching terminal, as evidenced by a transmission report generated by the transmitting equipment provided that if the day of transmission is not a business day or if the facsimile transmission is received after 5:00pm on a business day, it shall be deemed to have been received on the next business day.

     (4) Notwithstanding anything contained in these Articles, in respect of Members having an address outside Malaysia, any notice from the Company to the Member shall be sent by facsimile transmission or telex or telegram, to be followed immediately by confirmation in writing.

154. All notices or documents to be given by the Company to any Member pursuant to Article 153 shall be in the English language.

155. Any notice or document delivered or sent by post to, or left at, the registered address of any Member shall, if such Member be then deceased, and whether or not the Company has notice of his death, be deemed to have been duly served on his legal personal representatives.

156. Every person who, by operation of law, transfer transmission or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives the title to such share.

157. A notice may be given by the Company to joint holders of a share by giving the notice to the joint holder first named in the Register in respect of the share.

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158. (1) Notice of every general meeting shall be given in any manner hereinbefore authorized to:-

(a)	every Member save as otherwise provided in these Articles or in the Act;
(b)	every person entitled to a share in consequence of the death or bankruptcy of a Member who, but for his death or bankruptcy, would be entitled to receive notice of the meeting; and
(c)	the auditor for the time being of the Company.

     (2) Save as otherwise provided in these presents or in the Act, no other person shall be entitled to receive notices of general meetings.

     (3) Any notice on behalf of the Company or of the Board shall be deemed to be effectual if it purports to bear the signature of the Company Secretary or other duly authorized officer of the Company.

WINDING UP

159. Subject to the provisions of the Shareholders’ Agreement, if the Company is wound up the liquidator may, with the sanction of a special resolution of the Company, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they consist of property of the same kind or not) and may for that purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, thinks fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

160. Save that this Article shall be without prejudice to the rights of holders of shares issued upon special terms and conditions and subject always to the provisions of the Shareholders’ Agreement the following provisions shall apply:-

(a)

If the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so that as nearly as may be the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up at the commencement of the winding-up, on the shares held by them respectively; and

(b)

If in a winding-up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding-up, the excess shall be distributed among the Members in proportion to the capital paid up, or which ought to have been paid up at the commencement of the winding-up, on the shares held by them respectively.

42.

161. On a Members voluntary winding up of the Company no commission or fee shall be paid to a liquidator without the prior approval of the Members in general meeting. Unless the requirement is waived by all the Members the amount of such commission or fee shall be notified to all Members not less than seven (7) days before the meeting at which it is to be considered.

INDEMNITY

162. Subject to the provisions of the Act, every director, managing director, manager, agent, auditor, secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.

SHAREHOLDERS’ AGREEMENT

163. If any provisions of the Memorandum of Association or these Articles at any time conflict with any of the provisions of the Shareholders’ Agreement, the provisions of the Shareholders’ Agreement shall prevail and the Members shall whenever necessary exercise all voting and other rights and powers available to them to procure the amendment of the Memorandum of Association and these Articles to the extent necessary to permit the Company and its affairs to be carried out as provided in the Shareholders’ Agreement.

43.

We, the several persons whose names and addresses are subscribed hereunder being subscribers hereby agreed to the foregoing Articles of Association:

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

Dated this       day of                      20     .

Witness to the above signatures:-

Name:
Occupation:
NRIC No.
Address:
 

EX-3.41

Exhibit 3.41

	UNIT PERANCANG EKONOMI Economic Planning Unit JABATAN PERDANA MENTERI Prime Minister’s Department BLOK B5 & B6 PUSAT PENTADBIRAN KERAJAAN PERSEKUTUAN 62502 PUTRAJAYA
	MALAYSIA
		Telefon : 603-8888 3333
		Telefax : 603-888

Ruj. Tuan:
Your Ref.:	TAS/YES/VM/CN
	Equity interest
Ruj. Kami:	(3) dlm. UPE 3/1/14290
Our Ref.:
Tarikh:	9 November 2007
Date:

National Director
Transaction Advisory Services
Ernst & Young
Tingkat 4, Kompleks Antarabangsa
Jalan Sultan Ismail
50250 KUALA LUMPUR

Tuan,

Cadangan Usahasama Di Antara Gladioli Enterprises Sdn. Bhd. Dengan Bau Mining Limited Di Dalam North Borneo Gold Sdn. Bhd.

Saya diarah merujuk kepada surat tuan masing-masing bertarikh 28 September 2007 dan 31 Oktober 2007 untuk mendapatkan kelulusan Jawatankuasa Pelaburan Asing (Foreign Investment Committee — FIC) mengenai cadangan di atas-dan memaklumkan bahawa FIC telah menimbangkannya serta mengambil ingatan perkara-perkara berikut:-

1.1 Gladioli Enterprises Sdn. Bhd. (Gladioli), bercadang untuk mengadakan usahasama dengan Bau Mining Limited (BML) di dalam North Borneo Gold Sdn. Bhd. (North Borneo Gold) masing-masing dengan nisbah pegangan 45:55 melalui pelangganan syer seperti berikut:-

1.1.1	pelangganan 55 peratus modal berbayar diperbesarkan North Borneo Gold mengandungi 53,350 syer biasa baru Kelas C bernilai RM1.00 sesyer oleh BML pada harga RM53,350 secara tunai; dan
1.1.2	pelangganan 45 peratus modal berbayar diperbesarkan North Borneo Gold mengandungi 43,650 syer biasa baru Kelas A bernilai RM1.00 sesyer oleh Gladioli pada harga RM43,650 secara tunai.

1.2 Akibat daripada cadangan usahasama di atas, North Borneo Gold akan dimiliki 45 peratus oleh Gladioli dan 55 peratus oleh BML. Modal berbayar North Borneo Gold akan meningkat daripada RM3,000 kepada RM100,000 dan struktur ekuiti North Borneo Gold kekal dimiliki seperti berikut-

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	Sebelum (%)		Selepas (%)
Bumiputera		18.00		18.00
Agensi Kerajaan		—		—
Bukan Bumiputera		27.00		27.00
Asing		55.00		55.00
Jumlah		100.00		100.00

1.3 Tujuan usahasama adalah untuk memulakan program eksplorasi emas di Bau, Sarawak.

2. Dengan ini dimaklumkan bahawa FIC tiada halangan terhadap cadangan di atas tertakluk kepada syarat North Borneo Gold meningkatkan modal berbayarnya kepada RM250,000 dalam masa enam (6) bulan daripada tarikh surat FIC.

3. Kerjasama pemohon adalah diminta untuk memaklumkan kepada FIC sebaik sahaja cadangan ini selesai dilaksanakan.

Sekian, terima kasih.

‘BERKHIDMAT UNTUK NEGARA’

Saya yang menurut perintah,
 

/s/ HASMAH ENOK  

(HASMAH ENOK) 

b.p. Setiausaha
Jawatankuasa Pelaburan Asing
Unit Perancang Ekonomi
(Tel: 03-88882929 Fax: 03-88883917 email:hasmah@epu.gov.my) 

s.k.

Ketua Pegawai Eksekutif
Suruhanjaya Syarikat Malaysia

ENGLISH TRANSLATION

Your ref: TAS/YES/VM/CN/equity interest
Our ref: (3) dlm. UPE 3/1/14290
Date: 9 November 2007

National Director
Transaction Advisory Services
Ernst & Young
Level 4, Kompleks Antarabangsa
Jalan Sultan Ismail
50250 KUALA LUMPUR

Sirs,

Joint Venture Proposal Between Gladioli Enterprises Sdn. Bhd. with Bau Mining Limited in North Borneo Gold Sdn. Bhd.

I am directed to refer to your letters respectively dated 28 September 2007 and 31 October 2007 to obtain the approval of the Foreign Investment Committee (FIC) regarding the proposal above and inform that the FIC has considered and taken note of the following:-

1.1 Gladioli Enterprises Sdn. Bhd. (Gladioli), proposes to conduct a joint venture with Bau Mining Limited (BML) in North Borneo Gold Sdn. Bhd. (North Borneo Gold) respectively in a 45:55 holdings ratio vide share subscription as follows:-

1.1.1	the increased subscription of 55 percent paid-up capital of North Borneo Gold containing 53,350 new ordinary Class C shares valued at RM1.00 per share by BML at a consideration of RM53,350 by cash; and
1.1.2	the increased subscription of 45 percent paid-up capital of North Borneo Gold containing 43,650 new ordinary Class A shares valued at RM1.00 per share by Gladioli at a consideration of RM53,350 by cash.

1.2 As a result of the proposed joint venture above, North Borneo Gold will be owned 45 percent by Gladioli and 55 percent by BML. The paid-up capital of North Borneo Gold will increase from RM3,000 to RMl00,000 and equity structure of North Borneo Gold is maintained as follows:-

	Before (%)		After (%)
Bumiputera		18.00		18.00
Government Agency		—		—
Non Bumiputera		27.00		27.00
Foreign		55.00		55.00
Total		100.00		100.00

1.3 The purpose of the joint venture is to commence a gold exploration programme in Bau. Sarawak.

2. With this, it is informed that the FIC has no objection towards the proposal above subject to the condition that North Borneo Gold increases its paid-up capital to RM250,000 within a period of six (6) months from the date of the FIC letter.

3. Co-operation from the applicant is requested to inform the FIC as soon as this proposal is fully implemented.

Thank you.

‘SERVE THE NATION’

I am directed,

(HASMAH ENOK)
for The Secretary
Foreign Investment Committee
Economic Planning Unit
(Tel: 03-88882929 Fax: 03-88883917 email: hasmah@epu.gov. my)

c.c.

Chief Executive Officer
Companies Commission of Malaysia

EX-3.42

Exhibit 3.42

QUY NHON, DATED 1^st NOVEMBER, 2006

AGREEMENT

BETWEEN

BIOTAN MINERAL JOINT STOCK COMPANY (BIOTAN)

AND

KS MINING LIMITED (KSML)

TO FORM JOINT VENTURE ENTERPRISE

BINH DINH NEW ZEALAND GOLD COMPANY LIMITED (BNG)

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TABLE OF CONTENTS

PART A: JOINT VENTURE AGREEMENT		3
PARTY DETAILS:		3
BACKGROUND:		3
1.	DEFINITIONS AND INTERPRETATIONS	5
PART B. JOINT VENTURE ESTABLISHMENT PROVISIONS		11
2.	GENERAL OBJECTIVES	11
3.	ESTABLISHMENT OF THE ENTERPRISE	12
4.	CHARTER CAPITAL AND RESPONSIBILITIES OF PARTIES	12
5	TERM AND TERMINATION	14
PART C. JOINT VENTURE PROCEDURAL PROVISIONS		16
6	INVESTMENT CERTIFICATE APPLICATION	16
7.	EXPLORATION LICENCE APPLICATION	17
8	COMPREHENSIVE MINING FEASIBILITY STUDY	17
9	DECISION TO MINE	18
10	MINING DEVELOPMENT	19
11	MATERIALS AND LABOUR	19
12	ENVIRONMENTAL PROTECTION	20
PART D. JOINT VENTURE FINANCIAL PROVISIONS		21
13	TOTAL INVESTED CAPITAL AND FINANCING	21
14	DISTRIBUTION OF PROFITS	21
15	TRANSFER OF PARTICIPATING INTEREST	22
16	ACCOUNTING PRINCIPLES	23
17	BANKING AND INSURANCE	24
18	SALE OF PRODUCT	24
PART E. JOINT VENTURE REGULATORY PROVISIONS		25
19	BOARD OF MEMBERS	25
20	MEETINGS OF THE BOARD OF MEMBERS	25
21	GENERAL MANAGEMENT OF THE ENTERPRISE	27
22	CONFIDENTIALITY	30
23	FORCE MAJEURE	30
24	DISPUTES AND ARBITRATION	31
25	DEFAULT	31
26	REPRESENTATIONS AND WARRANTIES	32
27	NOTICES	33
28	MISCELLANEOUS	34

3

PART A: JOINT VENTURE AGREEMENT

Based on the Law on Investment in Vietnam and other relevant legal documents, the Parties mentioned hereinafter have signed a Joint Venture Agreement to establish in the Socialist Republic of Vietnam a Joint Venture Enterprise as herein described.

PARTY DETAILS:

Company	Biotan Minerals Joint Stock Company (BIOTAN)
Authorised Representative:	Mr. Nguyen Van Qua
Title:	Chairman
Head Office:	422 Nguyen Thai Hoc Street, Quy Nhon City, Binh Dinh Province, Vietnam
Telephone:	056 210915, or 210916
Fax:	056 646335
Email:	biotan@bidiphar.com
Business:	Mineral exploration and production
Operation Licence:	Business Registration Certificate No: 3503000084
Registered At:	The Binh Dinh Provincial Department of Planning & Investment on Date: February 17, 2006
Account No:	580.10.00.0020303.8, at Binh Dinh Branch of the Bank for Investment and Development of Vietnam
Company	KS Mining Limited (KSML)
Representative:	Mr. Rodney Hugh Murfitt
Title:	Executive Director
Head Office:	Level 2, 63 Fort Street, Auckland, New Zealand.
Telephone:	(64 9) 3798787
Fax:	(64 9) 3798788
Business:	Exploration & exploitation of gold in Binh Ðinh Province, Vietnam
Operation Licence:	15056
Registered At:	Western Samoa on Date: November 13, 2003
Account No:	ANZ Bank (Hanoi) A/c No: 3678879

BACKGROUND:

A.	BIOTAN and KSML wish to cooperate in Mining Operations (exploration, mining development and production of gold and associated minerals) within the Project Area.
B.	KSML has the financial ability, technical competence and professional skills necessary to carry out the Mining Operations as hereinafter described.
C.	The Department of Geology & Minerals of Vietnam (DGMV) of the Ministry of Natural Resources and Environment has previously explored the Tien Thuan Project Area and reported a gold mineral resource. KSML has determined that mining feasibility studies in this area would likely support a decision to establish commercial mining operations.

4

D.	KSML and BIOTAN accordingly wish to establish a Joint Venture Enterprise in the form of a limited liability company, for the purposes of completing the above feasibility studies, exploring to expand the resource, developing a mine and commencing commercial production.
E.	To establish the Joint Venture Enterprise, BIOTAN and KSML have agreed to enter into this Agreement, which will govern all matters concerning each Party’s interest in the Joint Venture and the Enterprise, including applications for Investment Certificate and Exploration and Mining Licences relating to the Project Area, in accordance with Vietnam Mineral and Investment Laws.

5

1.	DEFINITIONS AND INTERPRETATIONS
	Definitions
1.1	Unless the context otherwise requires, the terms used in this Agreement shall have the meanings set out below:

“Agreement”	means the Joint Venture Agreement set forth herein and includes any schedules and provisions contained in such schedules and any amendments thereto in accordance with Clause 28.2;
“Board of Members” and/or “Board”	means the board of members of the Enterprise as defined in Clause 19.1;
“Charter”	means the charter that is executed contemporaneously with this Agreement and registered with the relevant Vietnamese Authority to establish the Enterprise under Vietnamese Law and as may from time to time be amended with approval of the relevant Vietnamese Authority.
“Charter Capital”	means the Charter Capital of the Enterprise as set out in its Charter and more particularly described in Section 4.0;
“Charter Capital Contribution”	means the Parties respective contribution to the Charter Capital as described in Section 4.0;
“Commencement Date”	means the date of execution of this Agreement;
“Decision to Mine”	means a decision to establish and develop a mine in the Project Area, taken by the Board under Section 9.0;
“Decree 108 ”	means Decree No. 108/2006/ND-CP, dated 22 September, 2006 of the Vietnamese Government providing details and guidelines for the implementation of the Investment Law;
“Diluting Party”	has the meaning given to it in clause 4.9;
“Effective Date”	means the date upon which the Investment Certificate is issued;
“Enterprise” or “BNG”	means the limited liability company to be established by the Parties, by the registration of the Charter in Vietnam, to carry out the Project as provided for in this Agreement;
“Expenditure”	means all monies properly expended or to be expended on the Project by the Enterprise or the Parties pursuant to this Agreement, and includes (but not in limitation) all capital expenditure and costs involved in:

6

	(a)   Establishing the Enterprise;
	(b)   Carrying out Exploration Activities;
	(c)   Designing and constructing the Mining Facilities;
	(d)   Conducting Mining Operations;
	(e)   Any other expenses incurred by the Parties, properly chargeable to the Enterprise.
“Exploration Activities”	means all activities and operations conducted for the purpose of delineating and geologically assessing the Minerals including, but not limited to, all geological mapping, geochemical, geophysical, geotechnical and environmental surveys, drilling, resource estimation, mine engineering and financial studies to enable the completion of Mining Feasibility Studies, whether conducted prior to, or pursuant to this Agreement;
“Exploration Area”	means the area which is more particularly described in Schedule A, as may from time to time be changed by an extension or reduction, in accordance with this Agreement in accordance with the relevant Laws of Vietnam;
“Exploration Licence”	means a licence issued by the Government on terms acceptable to the Enterprise that authorises the Enterprise to carry out Exploration Activities and gives special rights for a Mining Licence;
“Feasibility Study”	means a study carried out for the purpose of gathering information for use in or capable of being used in the preparation of a formal detailed study designed to determine the commercial viability of Mining Operations and includes such study in a format which is capable of being used for the purpose of securing from financial institutions, capital funds for Mining Operations, and upon which a decision whether or not to conduct Mining Operations can be properly based;
“Force Majeure”	shall include, but not be limited to, strikes, lockouts, labour and civil disturbances, unavoidable accidents, acts of nature, laws, rules, regulations, orders or decrees of any national, municipal or other law or government agency, acts of war or rebellion and conditions arising out of or attributable to war (declared or undeclared), or other conditions beyond the reasonable control of the Parties;
“Investment Legislation”	means the Law, Decree 108 on Investment and all other Vietnamese legal regulations on investment;

7

“Foreign Party”	includes KSML and any other foreign enterprise that is admitted as a party to this Agreement and accedes to this Agreement at any time during the Term;
“Government”	means the Government of Vietnam (including the Prime Minister) and its State Committees, Ministries, General Departments, Agencies and Instrumentalities and also includes local People’s Committees, Departments and Authorities;
“Investment Certificate”	means an Investment Certificate issued by relevant Vietnamese Authority under the Investment Legislation, which authorises the Enterprise to carry out the Project in the manner contemplated by the Charter and this Agreement, as may be extended, amended, varied, supplemented or replaced from time to time by the relevant Vietnamese authorities;
“Joint Venture”	means the contractual relationship of the Parties that shall come into existence pursuant to Section 2.0;
“Land Law”	means the Law on Land dated 26 November 2003 and Decree No. 142/2005/ND-CP dated 14 November, 2005 of the Government on the collection of land rents and surface water rents;
“Loan Capital”	means the part of the Total Invested Capital not contributed as Charter Capital that the Enterprise may borrow from the Parties or from third parties;
“Minerals”	means all natural deposits and natural accumulations containing ores, minerals and/or basic chemical elements of all kinds, either in elemental form or in association or chemical combination with other metallic or non-metallic elements (with the exception of hydrocarbon compounds, coal and radioactive Minerals) located in the Project Area including gold, precious metals, and other associated metals and minerals;
“Mining Area”	means the area known as Tien Thuan, which is more particularly described in Schedule A as changed by an extension or reduction in accordance with this Agreement from time to time with the approval of the relevant Vietnamese authorities;
“Mining Facilities”	means the plant, facilities and infrastructure built or brought onto the Project Area for the purpose of mining, milling, crushing, separating, concentrating, smelting, refining, packaging, storing or transporting the Minerals;

8

“Mining Licence”	means a licence issued by the Government on terms acceptable to the Enterprise to carry out Mining Operations on the Project Area or any part of it;
“Mining Operations”	means all activities conducted for the purpose of constructing the mine and work or activity of mining, removing, extracting, treating, drying, packaging and handling the Minerals from the Project Area by open pit or underground mining or alluvial mining or any other methods now known or hereafter developed;
“MOF”	means Vietnam’s Ministry of Finance;
“MoNRE”	means Vietnam’s Ministry of Natural Resources and Environment;
“MPI”	means Vietnam’s Ministry of Planning and Investment;
“Non-Diluting Party”	means a Party other than a Diluting Party;
“Participating Interest”	means, in relation to each Party its percentage of:
	(a)     Ownership of the Charter Capital from time to time, and
	(b)     Obligation to contribute to Expenditure, and
	(c)     Beneficial ownership as a tenant in common of an undivided share in all assets held by the Enterprise, and
	(d)     The right to receive in kind and dispose of for its own account Minerals (in whatever form) derived from the Project Area, and
	(e)     All other rights, liabilities and obligations in accordance with this Agreement, as set out in Clause 4.2, or as varied from time to time.
“Parties”	means the Vietnamese Party and the Foreign Party and their respective successors and permitted assignees, and “Party” means any of them as appropriate;
“Project”	means the conduct of Exploration Activities, the preparation of Feasibility Studies and, if so decided as described herein, the design and construction of Mining Facilities and the conduct of Mining Operations in the Project Area pursuant to this Agreement and to ultimate sale of Minerals recovered as a result of Mining Operations;

9

“Project Area”	means the area particularly described in Schedule A, in which all exploration and mining will be conducted, as may be from time to time changed by extension or reduction, in accordance with this Agreement and with the approval of the relevant Vietnamese authorities;
“Term”	means the period of time from the Commencement Date to the Termination Date or such earlier or later date of termination pursuant to this Agreement;
“Termination Date”	means the date thirty (30) years after the Effective Date or such later date of extension of the Investment Certificate if agreed to by the relevant Vietnamese Authority pursuant to Clause 5.2;
“Third parties”	means any person other than the Parties;
“Total Invested Capital”	means the total amount to be invested by the Enterprise in order to complete the Project as stated in the Investment Certificate and as particularly described in Section 13.0, as that amount may be amended from time to time;
“USD”	means the lawful currency of the United States of America;
“Vietnam”	means the Socialist Republic of Vietnam;
“Vietnamese Law”	means all legislation issued by the National Assembly, the Standing Committee of the National Assembly and the Government, in force from time to time including, but not limited to, laws, ordinances, decrees, circulars, official letters, decisions and other pronouncements; and
“Vietnamese Party”	includes BIOTAN and any other Vietnamese enterprise that is admitted as a party to this Agreement and accedes to this Agreement at any time during the Term.

Interpretation

1.2 For the purpose of the interpretation or construction of this Agreement:

(a)	Except where the context otherwise requires, words importing the singular include the plural and vice versa, and one gender includes the other genders;
(b)	Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement;
(c)	A “person” includes natural persons, firms, companies and any other bodies, associations or organisations;
(d)	References to dates and times are to Vietnamese dates and times;

10

(e)	References to monetary amounts are to USD;
(f)	References to sections, Clauses, subclauses and schedules are references to sections, Clauses, subclauses and schedules in or to this Agreement;
(g)	Any expression related to an expression defined in this Agreement shall have a meaning corresponding to the defined expression;
(h)	Any schedules to this Agreement and the provisions and conditions contained in such schedules shall have the same effect as if set out in the body of this Agreement;
(i)	References to any statute refer also to any regulation, order and notice made under or pursuant to the statute or regulations made under the statute;
(j)	References to laws, ordinances, decrees, regulations, decisions, circulars and codes refer also to laws, ordinances, decrees, regulations, decisions, circulars and codes amending, consolidating or re-enacting those referred to;
(k)	Any covenant not to do anything also constitutes an obligation not to suffer, permit or cause that thing to be done;
(l)	A right granted or reserved may be exercised from time to time and at all times;
(m)	The illegality, invalidity or unenforceability of any provision in this Agreement shall not effect the legality, validity or enforceability of any other provision.

11

PART B. JOINT VENTURE ESTABLISHMENT PROVISIONS

2.	GENERAL OBJECTIVES
2.1	The Parties hereby associate themselves in a joint venture to establish the Enterprise in accordance with the Investment Legislation to carry out the following objectives and all related activities upon and subject to the terms and conditions of this Agreement and the Charter:

2.1.1	To carry out the Project;
2.1.2	To carry out any other Exploration Activities as may be contemplated in the Charter;
2.1.3	To carry on business in all products extracted or derived from the Project;
2.1.4	To carry out all other activities in accordance with Vietnamese Law which are, or may be, incidental or ancillary to the foregoing;
in accordance with good and acceptable international practices.

2.2	In undertaking these objectives, the Enterprise has all the powers of a juridical person including, without limitation, the power to borrow, provide security, issue guarantees, open bank accounts in accordance with regulations and to enter into and perform contracts.
2.3	The Parties shall share profits and losses in proportion to their respective Participating Interests.
2.4	The duration of the Joint Venture will be for the Term, unless liquidated prior to the expiry of that period in accordance with the Investment Legislation or by agreement between the Parties.
2.5	The relationship of the Parties shall be one of joint venturers. The rights, duties, obligations and responsibilities of the Parties shall be several and not joint and several. Neither this Agreement nor any activities of any Party referred to herein shall create any partnership, association, trust or other relationship under which any one or more of the Parties may be liable generally for the acts or omissions of any other Party or Parties, nor should this Agreement be considered or interpreted as constituting any Party the partner, agent or representative of the other Party except when otherwise expressly provided for. In particular, but without limitation, no Party shall have authority to pledge the credit of the other.

12

3.	ESTABLISHMENT OF THE ENTERPRISE
3.1	The Parties hereby agree to establish the Enterprise in accordance with Investment Legislation, as follows:

(a) Name of Enterprise:	in English:	Binh Dinh New Zealand Gold Company Limited
	in Vietnamese:	Công ty TNHH Vàng Bình Dinh New Zealand
	Transaction name:	BNG
(b) Addresses of Enterprise:	Head office	422 Nguyen Thai Hoc St, Quy Nhon City, Binh Dinh Province, Vietnam
	Production Factory	Tien Thuan, Tay Son District, Binh Dinh Province
	Representative office	16/2 Giang Van Minh, Ba Dinh District, Hanoi
(c) Production capacity	Nominal	As determined by Feasibility Study
(d) Product Markets		Domestic and International
(e) Enterprise undertaking	Mining Processing	Using modern technology to maximise ore extraction,
	Environmental protection	Using modern technology to maximise mineral recovery
		Pursuant to Vietnam & International Environmental Law

3.2	The Parties agree that contemporaneous with execution of this Agreement, they will execute the Charter in order to establish the Enterprise under Vietnamese Law.
3.3	The Enterprise shall be organised and managed in accordance with the terms of this Agreement and the Charter.
4.	CHARTER CAPITAL AND RESPONSIBILITIES OF PARTIES
4.1	The Initial Charter Capital of the Enterprise shall be TEN MILLION UNITED STATES DOLLARS_(USD10,000,000.00) contributed by the Parties in proportion to their respective Participating Interests and in the manner set out below.
4.2	At the Effective Date the Participating Interests of the Parties shall be as follows:
	BIOTAN           TWENTY FIVE PER CENT             (25%)
	KSML               SEVENTY FIVE PER CENT            (75%)
	The Parties shall continue to hold such Participating Interests throughout the Term except as provided for in this Agreement and the Charter.
4.3	The Initial Charter Capital will be used for Project Expenditure. If at any time the Enterprise requires the Parties to make further contributions to Charter Capital under Section 13.0, the Parties will each provide their respective additional financial contribution fully and on time.
4.4	BIOTAN’s Initial Charter Capital Contribution of TWO MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS (USD2,500,000) will be provided by BIOTAN upon the Board making a Decision to Mine.

13

4.5 BIOTAN’s Responsibilities will also include:

4.5.1	Liaison with local and central government to ensure co-operation and the efficient resolution of Provincial and central government administrative matters to facilitate and promote the licensing and implementation the gold exploration and mining projects in Binh Dinh;
4.5.2	Using their best endeavours to expedite the grant to the Enterprise of the Investment Certificate, the Exploration Licence and, if appropriate, the Mining Licence; and
4.5.3	Providing the Enterprise with all assistance and advice on matters of procedure and protocol in Vietnam and Binh Dinh Province.

4.6	KSML’s Initial Charter Capital Contribution of SEVEN MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS (USD 7,500,000) will be provided by KSML upon the Board making a Decision to Mine.
4.7	Costs relating to prospecting and Exploration Activities up to Decision to Mine will be checked by both parties and audited. If KSML determines that the defined Tien Thuan resources are insufficient to allow Mining Operations to proceed and the project is discontinued, or if the mining proves unprofitable, then the costs of prospecting and Exploration Activities shall be born by the Foreign Party only and BIOTAN shall not be required to contribute to these costs. Such prospecting and exploration costs shall otherwise be treated as a loan to the Enterprise and repaid to KSML from future Enterprise profits, at the rate of forty percent (40%) of annual audited after-tax profit, prior to distribution.
4.8	KSML’s responsibilities will also include:

4.8.1	Providing the Enterprise with all available geological information concerning the Project Area that it has prepared;
4.8.2	Providing the benefit of its knowledge and technical expertise in modern mining and exploration practices;
4.8.3	Arranging third party loans to BNG (subject to Board approval).

4.9

Any Party unable to complete Capital Contributions as scheduled in this section shall inform the other Party of the reasons therefore and the measures to be taken by that Party in order to resolve the situation at least twenty (20) days in advance.

4.10

If a Party defaults in the payment of a Capital Contribution (“Diluting Party”) and if the default continues for more than thirty (30) days following notice from the other Party, the Diluting Party’s Participating Interest will upon expiry of the thirty (30) day notice period be automatically reduced, and the Participating Interest of each Non-Diluting Party will be automatically increased, to reflect the proportionate Capital Contributions of the Parties.

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5	TERM AND TERMINATION
5.1	This Agreement shall commence on the Commencement Date and terminate on the Termination Date, but this Agreement shall terminate earlier, if:

5.1.1	The Investment Certificate or any extension thereof expires, is terminated, cancelled or revoked;
5.1.2	Notice of termination is given in accordance with Clauses 4.8, 6.4 and 10.5;
5.1.3	The Parties agree in writing to the early termination of this Agreement;
5.1.4	Notice of termination is given pursuant to Clause 25.1.

5.2	The parties may by agreement extend this Agreement, which extension shall be subject to approval by the relevant Vietnamese Authority.
5.3	Where this Agreement is terminated under Clause 5.1, other than as a result of a default by the Foreign Party, the Vietnamese Party is required to purchase the Participating Interest of the Foreign Party for a price agreed between the Parties and, if no agreement is reached within thirty (30) days from the date of termination, then the price will be determined by an international accounting firm nominated by the Board, who will value the Participating Interests of both Parties on the basis that the Enterprise is a going concern and will continue to enjoy full use and benefit of its assets until the Termination Date, or as otherwise determined by the feasibility study, including any right to use land or to lease land held by the Enterprise immediately before this Agreement was terminated.
5.4	It is acknowledged that the transfer contemplated by Clause 5.3 requires the approval of the Board. The Parties agree to ensure that their nominated Board members vote in favour of the transfer. If the Board does not approve the transfer and the Enterprise is to be liquidated or dissolved, then the Vietnamese Party will nevertheless pay the price calculated in accordance with Clause 5.3 to the Foreign Party and following that payment the Vietnamese Party is fully entitled to all of the balance upon liquidation.
5.5	Subject to Clause 5.3 or unless the Parties otherwise agree, on termination of this Agreement in accordance with Clause 5.1, the Enterprise will be dissolved as provided in the Charter and the Parties will take the steps required to bring about this liquidation.
5.6	It is recognised by the Parties that dissolution of the Enterprise requires the unanimous approval of the Board. Where Clause 5.5 operates, the Parties agree to direct their nominated members of the Board to vote in favour of the dissolution.
5.7	If for any reason neither Clause 5.3 or Clause 5.4 operates, the liquidation committee referred to in the Investment Legislation (“Liquidation Committee”) applies the following guidelines:

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5.7.1	The physical assets of the Enterprise shall be assessed and valued at market value by an independent third party experienced in assessing the value of the types of assets owned or held by the Enterprise (“market value”);
5.7.2	In valuing and selling physical assets, the Liquidation Committee shall use every effort to obtain the highest possible price for those assets;
5.7.3	If an asset of the Enterprise is sold or transferred to, or retained by, a Party at a value lower than the market value assessed for that asset under Clause 5.7.1, then that asset is deemed to have been sold or transferred to, or retained by, that Party at its market value for the purposes of calculating that Party’s share of the distribution of assets of the Enterprise under this Clause 5.7.

5.8 The provisions of Sections 22.0, 24.0, 26.0 and 28.0 and the provisions of Clauses 5.3 to 5.7 inclusive survive the termination of this Agreement.

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PART C. JOINT VENTURE PROCEDURAL PROVISIONS

6	INVESTMENT CERTIFICATE APPLICATION
6.1	As soon as possible after the Commencement Date, KSML will prepare a Pre-Feasibility Study to support an Investment Certificate Application. The Pre-Feasibility Study shall include, but not be limited to the following:

6.1.1	An overview of the project business plan and investment parameters;
6.1.2	A summary of the prior DGMV mineral exploration results;
6.1.3	A statement of DGMV defined resources and estimate of the future resource potential;
6.1.4	A description of the intended mining and processing methods;
6.1.5	A scoping study, which shall fully outline the additional work that will be required before an Application can be made for a Mining Licence;
6.1.6	A conceptual financial model;
6.1.7	A summary of the financial and other benefits that will accrue to the Province from the intended development;
6.1.8	An Environmental Impact Assessment, which shall identify and quantify any perceived environmental impacts or risks; and
6.1.9	A project risk / benefit analysis.

6.2	As soon as the above Pre-Feasibility Study document has been completed, the Enterprise will lodge it, together with this Agreement, the Charter and such other support documentation as may be required in application to the relevant Vietnamese Authority for an Investment Certificate.
6.3	In making application for the Investment Certificate, the Parties shall apply for all taxation benefits, concessions and other preferential treatment offered pursuant to the Investment Legislation.
6.4	Either party may terminate this Agreement and Charter by notice in writing to the other Party in the event that:

6.4.1	The Investment Certificate is issued upon terms and conditions which are inconsistent with the Parties’ application referred to above and/or with the terms and conditions of this Agreement; or
6.4.2	The Investment Certificate is issued upon terms and conditions which are unacceptable to the Parties; or

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6.4.3 The Investment Certificate does not issue within one year from the date of lodgement of the application for an Investment Certificate with the relevant Vietnamese Authority (or such later date as the Parties may agree in writing).

6.5 The Enterprise will commence the Project as soon as possible after the Effective Date.

7. EXPLORATION LICENCE APPLICATION

7.1 The Parties acknowledge that an application to MoNRE for an Exploration Licence over part of the Project Area has already been lodged by KSML on behalf of the Enterprise. The Parties agree that this application shall be transferred to the Enterprise.

7.2 The Vietnamese Party will do everything necessary to facilitate the grant of the above Exploration Licence as soon as possible on terms acceptable to the Parties.

7.3 The Enterprise may at any time apply for additional Exploration Licences and/or apply for amendments to the boundary of the above licence, in order to extend tenure over the Project Area or to relinquish all or any part of the tenure, as may be deemed necessary from the results of work in progress.

8 COMPREHENSIVE MINING FEASIBILITY STUDY

8.1	In respect of any mineral deposit identified within the Project Area, with the prior approval of the Enterprise Board of Management, the General Director may commission the carrying out of a comprehensive Mining Feasibility Study of the type required to secure finance for the mine development.
8.2	The comprehensive Mining Feasibility Study will include but not be limited to the following:

8.2.1	A thorough geological investigation of all or part of the Project Area and establishment of proven ore reserves as defined by the Australian Institute of Mining and Metallurgy as being sufficient to support a Mining Operation;
8.2.2	A thorough study of the metallurgical properties of the ore;
8.2.3	An analysis of the mining conditions, specification of suitable mining techniques and the costing of the same;
8.2.4	Investigation into the design and cost of a suitable processing plant;
8.2.5	Site-specific investigations for the mine, processing plant and associated infrastructure;
8.2.6	Market research to determine the demand and forecast price of the mine product(s);
8.2.7	Investigation and costing of options for the disposal of mine waste and tailings;
8.2.8	Selecting a suitable site and costing the establishment of all infrastructure required to support the proposed mining operation;
8.2.9	Quantification of the parameters such as those referred to in Clause [6.1.1];

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8.2.10 Base line environmental studies and a full Environmental Impact Assessment, which shall include study of likely significant environmental effects resulting from the establishment of the mine and any required supporting infrastructure;

8.2.11	Socio-economic study of the local area;
8.2.12	Investigation of available options and costs of providing suitable supplies of water and power to the mine and plant;
8.2.13	Undertaking a thorough financial analysis of the project model based on the results of the preceding items with such analyses to include prospective cash flow and rates of return on investment capital from mining;
8.2.14	Determination of operating parameters, such as: annual production, operating costs, mine life, etc;
8.2.15	An analysis of the feasibility of establishing Mining Operations; and
8.2.16	Quantification of capital costs and specification of probable funding resources.

9	DECISION TO MINE
9.1	If after completion of the Feasibility Study the General Director recommends the establishment and development of a mine in the Project Area then such recommendation shall be submitted to the Board for approval.
9.2	Subject to review, approval and acceptance of the Feasibility Study by the Board of the Enterprise and subject to them being satisfied that the Project will be funded, a “Decision to Mine” may be made, in which case an application for a Mining Licence will be lodged with respect to all or part of the Mining Area.
9.3	Once a Decision to Mine has been made, BNG will lodge the Feasibility Study together with the Environmental Impact Assessment Report and any other documents as may be required, in application to the Government for a Mining Licence.
9.4	In making an application for a Mining Licence BNG shall apply for all benefits, concessions and other preferential treatment offered pursuant to the Investment Legislation.
9.5	Either party may withdraw from this Agreement and transfer its shares in the Enterprise to the other, by notice in writing to the other Party, in the event that:

9.5.1	The Mining Licence is issued upon terms and conditions which are inconsistent with the Parties’ application and/or with the terms and conditions of this Agreement; or
9.5.2	The Mining Licence is issued upon terms and conditions which are unacceptable to either Party; or
9.5.3	The Mining Licence does not issue within one year from the date of lodgement of the application (or such later date as the Parties may agree in writing).

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9.6	For the avoidance of doubt, the provisions of Clause 9.3 shall also apply to any Mining Licence granted over the Mining Area.
10	MINING DEVELOPMENT
10.1	Upon grant of the Mining Licence and subject to the Board being satisfied that the project can or will be funded, the General Director shall immediately commission the design of the Mining Facilities.
10.2	Any decision to commence construction of the Mining Facilities shall be made by the Board based on the design of the Mining Facilities commissioned by the General Director as such design may be amended prior to tabling with the Board of Management.
10.3	Upon the Board making a Decision to Mine, the Parties will conclude and sign a Mine Development Agreement, which shall include mine development clauses and provisions commonly employed within the industry, but shall not be contrary to the provisions of this Agreement.
10.4	Subject to the above decision to commence construction, mine development shall be commenced as soon as possible.
10.5	If the General Director determines at any time that mine development should be discontinued, then he/she shall submit a detailed recommendation setting forth the reasons for such recommendation to the Board for approval not to continue with the mine development.
11	MATERIALS AND LABOUR
11.1	The Parties shall ensure that, wherever possible or practicable the Enterprise shall utilise materials produced or manufactured in Vietnam where such use would not be prejudicial to the Project.
11.2	The Enterprise shall wherever possible, but subject to the provisions of this Section 11.0, use the services of Vietnamese citizens as consultants, employees and contractors subject to their experience, technical competence and costs being competitive on the international market and acceptable to the Enterprise.
11.3	The Enterprise and its sub-contractors may bring into Vietnam such expatriate individuals as in the Enterprise’s judgment are required to carry out operations efficiently.
11.4	KSML shall be entitled to carry out necessary managerial, technical and administrative services for BNG, and charge normal commercial rates for doing so.
11.5	Throughout the Term BNG will provide an environment conducive to the training of unskilled and skilled labour and technical and professional personnel who are Vietnamese citizens, so that expatriate employees of the Enterprise will be reduced to the minimum level of efficient practical operation as soon as possible.
11.6	The Parties agree to comply where practicable with the requirements of Vietnamese Law in relation to the terms and conditions of employment of Vietnamese citizens.

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12	ENVIRONMENTAL PROTECTION
12.1	The Parties shall ensure that in carrying out the Project, BNG shall have regard to the surrounding environment and shall seek to protect the natural environment to the extent to which it is possible to do so having regard to the nature of the Project, such as rehabilitation of cultivated land.

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PART D. JOINT VENTURE FINANCIAL PROVISIONS

13	TOTAL INVESTED CAPITAL AND FINANCING
13.1	The Total Invested Capital of the Enterprise will depend upon the eventual scope of the operations undertaken by the Enterprise. The Total Invested Capital of the initial stage has been estimated at approximately FIFTEEN MILLION UNITED STATES DOLLARS (USD 15,000,000.00).
13.2	After the Effective Date the Parties may be called upon to contribute their Charter Capital Contributions pursuant to Clauses 4.4 and 4.6 and thereafter to provide in proportion to their Participating Interests, (whether by way of debt or equity or as otherwise agreed) such funds as may be required to meet Expenditure, pursuant to Clauses 4.3 and 13.3.
13.3	The General Director may from time to time under authorisation from the Board (but not less than thirty (30) days in advance of any period requiring funds pursuant to an approved programme and budget) as and when required request in writing from the Parties liable to make the same, contribution of funds (either by way of an increase in Charter Capital Contributions, loans or otherwise as agreed by the Parties) to meet required Expenditure. The funds so requested shall be due and payable to the Enterprise thirty (30) days after the date of the request or such longer period as the Board may determine.
13.4	Notwithstanding the above, if the Board of the Enterprise so determines, the Enterprise may arrange finance from a third party on terms it thinks fit in lieu of any part of the funds to be provided by the Parties. The Parties shall remain liable to provide funding to the Enterprise in proportion to their Participating Interests for any amount required by the Enterprise to meet Expenditure, but not funded by way of such third party financing.
14	DISTRIBUTION OF PROFITS
14.1	Subject to Clauses 14.3 and 14.4, the after tax profit of the Enterprise (that is, the net profit after deducting expenses, loan repayments and taxes, recovery of capital where allowed by Vietnamese Law and setting aside any amounts for any reserve fund) may be divided each year in proportion to each Party’s Participating Interest. The amount of such after-tax profits distributed to the Parties shall be determined by the Board, which shall also determine the portion of the after-tax profit to be entered into any reserve fund.
14.2	If the profit and loss statement in any particular year results in a loss that cannot be covered by any reserve fund then the said loss shall be recorded in and entered into the profit and loss statement and be carried forward in to the succeeding year or years but not exceeding five (5) years and the Enterprise shall be deemed not to have made any profits until such time as the loss recorded in and entered in to the profit and loss statement has been completely covered.
14.3	With the approval of the Parties, the Board may create whether out of profits of the Enterprise or otherwise, such reserve funds and for such purposes, as it may see fit.
14.4	Where cash flow is adequate, the Board may make distributions of profit (after properly providing for all anticipated expenses and taxes) on a three monthly basis.

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15	TRANSFER OF PARTICIPATING INTEREST
15.1	Subject to the provisions of this section, and subject to the Investment Legislation and the Charter, a Party shall be free to transfer all or part of its Participating Interest to another person or enterprise.
15.2	Any Party (the “Assigning Party”) wishing to transfer all or part of its Participating Interest (the “Offered Interest”) shall first offer the same to the other Party (the “Non-Assigning Party”) upon such terms and conditions as it sees fit. Any such offer is revocable if the Non-Assigning Party does not agree within one (1) month after receipt of such offer to acquire the Offered Interest upon such terms and conditions. In this case, the Assigning Party shall be free for a period of six months thereafter to sell and transfer the Offered Interest to any third party on terms and conditions which are not more favourable than those offered to the Non-Assigning Party.
15.3	The transfer by the Assigning Party to a third party (the “Proposed Assignee”) of the Offered Interest shall be conditional upon the Proposed Assignee executing an Agreement with the Non-Assigning Party under which the Proposed Assignee agrees to be bound by all of the provisions of this Agreement and to assume, observe and perform all the obligations and liabilities of the Assigning Party hereunder and under the Charter, limited only to the extent of the Participating Interest received by and held by the Proposed Assignee from the Assigning Party, and otherwise as though the Proposed Assignee was an original Party hereunder and under the Charter. No such assignment shall relieve the Assigning Party of any liability arising before the transfer is effected.
15.4	Each Party may for the purposes of financing its obligations hereunder and other costs associated with such financing, with the consent of the other Party, mortgage or encumber all or any part of its Participating Interest and its right, title and interest hereunder provided that such Party who so mortgages or encumbers its interest shall ensure that such mortgage or encumbrance shall contain a Clause that on any sale held in enforcement of the same, the interest being sold shall be first offered to the other Party to this Agreement on the terms and conditions contained herein.
15.5	If either Party transfers all or any part of its Participating Interest to a third party, the Assigning Party may also assign to such third party the same proportion of any debts owed to it by the Enterprise and/or by the Non-Assigning Party. Such assignment of indebtedness may be effected by the Assigning Party serving a notice of assignment on the debtor (namely, the Enterprise and/or the Non-Assigning Party) and, from the time such notice is properly served, the debtor will thereafter owe the relevant proportion of such debts to the third party.
15.6	At the expiration of ten (10) years from the end of the period in which the Enterprise makes profits for two (2) consecutive years (“First Profit Making Period”), the Vietnamese Party may acquire from the Foreign Party a proportion of the Foreign Party’s Participating Interest in the Enterprise so that upon completion of that acquisition the Participating Interests of the Parties for all of the purposes of this Agreement will be:

Vietnamese Party:	30	%
Foreign Party:	70	%

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15.7 At the expiration of twenty (20) years from the end of the First Profit Making Period, the Vietnamese Party may acquire from the Foreign Party a further proportion of the Foreign Party’s Participating Interest in the Enterprise so that upon completion of that acquisition the Participating Interests of the Parties for all of the purposes of this Agreement will be:

Vietnamese Party	49	%
Foreign Party	51	%

15.8	Any acquisition under Clause 15.6, and/or 15.7 will be made by the Vietnamese Party paying to the Foreign Party the fair market value of the interest being acquired. The fair market value shall be agreed between the Parties and if the Parties do not agree that value within two (2) months from the date on which the Vietnamese Party became entitled to acquire that interest, the fair market value shall be assessed by Ernst & Young (or its successor) and that assessment will be final and binding on the Parties. Upon payment of the agreed or assessed acquisition price by the Vietnamese Party and the Foreign Party, the Parties will execute an assignment agreement and register the assignment with the relevant Vietnamese Authority.
15.9	If the Vietnamese Party fails to proceed with an acquisition under Clause 15.6 within three (3) months from the date on which the Vietnamese Party became entitled to acquire the relevant interest, the Vietnamese Party will be regarded as having waived the right to make that acquisition, but that does not prevent the Vietnamese Party from exercising its right to make an acquisition under Clause 15.7. However the acquisition under Clause 15.7 must be made within three (3) months from the date on which the Vietnamese Party became entitled under Clause 15.7 to make that acquisition, otherwise it will be regarded as having waived the right to make that acquisition.
16	ACCOUNTING PRINCIPLES
16.1	Books of account shall be maintained by the Enterprise and shall be based on international accounting principles and standards approved by the Board and recognised by the MOF.
16.2	The Board may apply to the MOF for adoption of a financial year which corresponds to the financial year of one or both of the Parties and if the MOF approves such application, the financial year of the Enterprise shall be the financial year so approved.
16.3	At the end of each financial year of the Enterprise, the Board shall cause to be drawn up a set of financial statements for the Enterprise (including a balance sheet and profit and loss statement) and shall also prepare a report of the Board and any other relevant financial statements. The aforesaid financial statements and report of the Board shall be prepared in accordance with all relevant provisions of the Investment Legislation and shall be approved by a resolution of the Board and signed by the Chairman.
16.4	After the financial statements and the report of the General Director have been approved by the Board and signed by the Chairman, they shall be submitted to the auditor of the Enterprise approved from time to time by the MOF to audit the accounts.
16.5	The approved statements of the Enterprise and the report of the Board shall be submitted to the relevant Vietnamese Authorities within three (3) months after the end of the Enterprise’s

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financial year and a copy of such statements, authenticated by the Chairman, shall also be provided to each Party.

17	BANKING AND INSURANCE
17.1	The Enterprise shall maintain bank accounts in USD and Vietnamese dong with a Vietnamese Bank, or such other bank as the Board determines in accordance with the law. Signatories to all bank accounts shall be determined by the Board.
17.2	The insurance cover including social insurance required by the Vietnamese Law for the Vietnamese employees of the Enterprise shall be arranged through insurance companies or organization in Vietnam or such other international insurance company as the Enterprise may nominate from time to time.
17.3	The Enterprise shall obtain appropriate insurance cover through an insurance company or companies operating in Vietnam or such other international insurance companies as the Enterprise may nominate from time to time for personal accident covering employees, consultants, contractors and third parties, loss or damage to property of the Enterprise either in transit or on site, and general public liability insurance.
18	SALE OF PRODUCT
18.1	The Enterprise reserves the right to sell gold bullion, bar or other gold product or any other product of Mining Operations through its nominated agent in such places as the Enterprise may from time to time nominate or to distribute the product to the Parties in proportion with their Participating Interest.
18.2	Revenue from the sale of gold will be deposited in the name of the Enterprise in the USD account (or such other currency account as the Parties may from time to time agree) maintained with such Bank either within or outside Vietnam as the Board determines pursuant to the regulations of the State Bank of Vietnam.
18.3	Funds sufficient to cover the following expenditures will be remitted to the Enterprise’s accounts in Vietnam:

18.3.1	Operating costs of the Enterprise required to be paid in Vietnam;
18.3.2	All taxes and fees regulated by Vietnamese Laws;
18.3.3	Other authorised payments to the Government;
18.3.4	Profits from the operation due to the Vietnamese Party;
18.3.5	Any reserve fund requirements; and
18.3.6	Any other amounts required to be paid in Vietnam, including land rents.

18.4 Profit due to either Party and repayments of any loans made to the Enterprise, shall be remitted to that Party’s own account at a bank of its choosing on the signature of a duly authorised signatory on behalf of that Party.

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PART E. JOINT VENTURE REGULATORY PROVISIONS

19	BOARD OF MEMBERS
19.1	The Enterprise shall be managed by a board consisting of members agreed by the parties and permitted at law. The term of office of the Board is three (3) years. The Board shall be appointed by the Parties at the Effective Date. The voting rights of each party shall reflect the respective Participating Interests of the Parties.
19.2	The Party that appoints a particular member to the Board shall be entitled to remove and replace such member at any time by notice in writing to the Board.
19.3	Members of the Board may be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board or in connection with the business of the Enterprise.
19.4	The Chairman of the Board shall be one of the members of the Board who is unanimously nominated to that position by the Parties. Such person shall cease to be Chairman if the Parties unanimously agree to terminate his/her appointment or if such person ceases for any reason to be a member of the Board. The first Chairman shall be a representative of KSML.
19.5	The Board shall be responsible for the overall management of the Enterprise.
19.6	Except in relation to the matters required by the Investment Legislation, decisions of the Board shall be valid and binding on the Enterprise if they are approved by a simple majority of votes cast by the members at a meeting of the Board. Each Party’s representative shall have the number of votes equal to the percentage of its Participating Interest.
19.7	Amendments to the stipulations contained in the Charter including amendments to the name, seat and objectives of the Enterprise, increases in Legal Capital, and the liquidation of the Enterprise before the Termination Date (or any extension of it) may only be effected by unanimous agreement of the Parties and will not take effect prior to the approval of the relevant Vietnamese Authority being granted.
19.8	In the event that the Board determines that the funding requirements of the Enterprise should be met by way of an increase in the Legal Capital and such increase is approved by the Parties then unless otherwise agreed, the Parties shall be liable to contribute the increase in Legal Capital.
20	MEETINGS OF THE BOARD OF MEMBERS
20.1	The Board shall meet as often as business requires, but at least once a year, and such meeting shall be convened by the Chairman. The meetings of the Board shall be held at the place where the Enterprise has its seat or such other place or places as are mutually agreed by all the Parties.
20.2	Meetings of the Board will be chaired by the Chairman.

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20.3	A meeting of the Board shall be the presence in person of both members or their representatives. A member of the Board shall be entitled to appoint a representative to attend at any particular meeting of the Board and to vote on that member’s behalf.
20.4	Notice of each Board Meeting shall be given by the Chairman in writing to all the Parties who shall be responsible for providing notice to their representative and shall be accompanied by an agenda. Such notice must be given at least twenty-one (21) days prior to the date of the proposed meeting of the Board unless otherwise agreed in writing by the Parties. Matters not included in the agenda for a meeting shall not be decided at the meeting to which the agenda applies unless the Parties agree.
20.5	All proceedings of the Board shall be fully and accurately minuted in both English and Vietnamese and the minutes kept in a minute book under the charge of the Chairman. The Board shall determine the governing language of the minutes of Board meetings and shall determine the language used for reporting of the business.
20.6	All resolutions or decisions of the Board shall be made pursuant to the Charter and shall be binding on the Parties. Any resolution or decision properly passed by the Board becomes effective immediately after it has been passed.
20.7	Typed copies of all minutes covering all Board meetings shall be submitted to all Parties for approval before inclusion in the minute book. Within seven (7) days of receipt of the draft minutes each Party shall promptly notify the chairman and the other Party of any changes it believes should be made. Failure to notify within fourteen (14) days shall be deemed acceptance of the minutes. Minutes will be presented to the next meeting of the Board for verification. When the meeting is satisfied as to the accuracy of the minutes the chairman and a representative of each Party shall sign them as a true and correct record, and forward one copy to each of the Parties.
20.8	The Board may also take decisions without holding a meeting. A resolution in writing signed by all the members of the Board for the time being shall be as valid as if it had been passed unanimously at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by either or both members of the Board. Any such document purporting to have been sent by a member of the Board by facsimile, or other electronic means of communication shall be deemed to be signed by such members.
20.9	The members of the Board may meet by means of a telephone meeting:

20.9.1	“Telephone meeting” means the contemporaneous linking together by telephone of members of the Board (whether or not either or both of those persons is outside Vietnam);
20.9.2	“Telephone” means and includes any electronic means of communication.

20.10 A minute of the proceedings at a telephone meeting shall be conclusive evidence of the proceedings and the regularity of the meeting as certified in accordance with Clause 20.7.

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21	GENERAL MANAGEMENT OF THE ENTERPRISE
21.1	The Board shall be responsible for appointing the General Director of the Enterprise and one (1) First Deputy General Director, and shall ensure that the conduct of all activities on the Project are conducted in accordance with good and acceptable international and Vietnam practice.
21.2	The General Director shall be appointed from persons nominated by the Foreign Party. The First Deputy General Director shall be appointed from persons nominated by the Vietnamese Party. All nominees are to be fully conversant with the English language and have recognised technical or commercial qualifications relevant to the activities of the Enterprise. The First Deputy General Director shall be a Vietnamese citizen.
21.3	The General Director and the First Deputy General Director shall be responsible for the management and conduct of the day to day business of the Enterprise. The Board shall determine the respective responsibilities and authorities of the General Director and the First Deputy General Director both of whom shall be responsible to the Board for the operations of the Enterprise.
21.4	The General Director and the First Deputy General Director may, but need not, be members of the Board. If the General Director is not a member of the Board, he/she shall nevertheless be entitled to attend meetings of the Board but shall have no right to vote on any resolution put at such meeting.
21.5	The Chairman of the Board and the General Director shall have the authority to represent the Enterprise before Vietnamese law courts and Vietnamese government authorities.
21.6	The General Director and the First Deputy General Director shall each be entitled to have authority to represent the Enterprise in relation to all matters falling within the scope of the duties so delegated to each of them by the Board.
21.7	All annual work programmes, business plans and budgets in respect of the Project shall be prepared by the General Director and shall be approved by the Board.
21.8	All work programmes shall include but not be limited to the following:

21.8.1	A description of the aims and objectives of the programme;
21.8.2	A detailed description of the work to be performed under the programme including mapping, surveys, sampling, drilling, assays, engineering and metallurgical studies and other detailed geotechnical activities to be undertaken;
21.8.3	To the extent practicable identification of targets and areas which are to be subject to drilling or other detailed geotechnical activity;
21.8.4	A description of the support services which are likely to be required to carry out the programme;
21.8.5	Estimates of the number of expatriates and Vietnamese citizens which will need to be engaged on the programme and of the costs of such employees;
21.8.6	Estimates of the cost of contractors, on an item by item basis, required to carry out the programme;

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21.8.7	An estimate of the capital expenditure and associated cost, including the cost of the finance likely to be required in connection with the programme;
21.8.8	A breakdown of all fees, rental and other similar charges payable pursuant to any Vietnamese Law during the programme period;
21.8.9	A breakdown of estimated costs of office and other overhead expenses to be allocated to the programme and budget;
21.8.10	A contingency sum to cover miscellaneous items and overruns;

21.9	All work programmes, business plans and budgets shall be prepared and calculated on a financial year basis unless otherwise mutually agreed by the Parties (who shall instruct their members of the Board concerning the matter) except for the first such work programme, business plan and budget which will cover the period from the Effective Date until the end of the current financial year.
21.10	The Parties agree that any work programme, business plan and budget may be amended from time to time by the General Director, by the revision, addition or deletion of any work, expenditure or commitment not previously included or made, or by the addition of any work not previously included, provided that no such revision, addition or deletion shall be made if it would otherwise result in the Enterprise being in default of any obligations under Vietnamese Law. Any material amendment of work programmes and budgets will require the approval of the Board.
21.11	In addition to his/her other responsibilities the General Director shall also be responsible for the following matters:

21.11.1	The preparation and implementation of work programmes, business plans and budgets;
21.11.2	Arranging for the provision of the administration, technical, accommodation and other requirements of the Enterprise necessary to implement work programmes and business plans;
21.11.3	Engaging and dismissing staff, labour and contractors required to administer the Enterprise and implement work programmes and business plans;
21.11.4	Undertaking negotiations with the appropriate local, regional and other authorities wherever necessary;
21.11.5	Determining the funding requirements of the Enterprise (if any) and the means of financing such requirements;

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21.11.6 Ensuring that the Enterprise-

(a)	Complies with its statutory obligations relating to its operations,
(b)	Prepares and lodges all reports required by Vietnamese Law,
(c)	Keeps true and correct books, accounts and records of its operations in accordance with Vietnamese Law,
(d)	Pays all costs and expenses incurred in carrying out work programmes and business plans,
(e)	Furnishes to the Parties a detailed quarterly report of its operation and the development of the Project, and
(f)	provides and maintains in force all insurances required by Vietnamese Law or regulations and any additional insurance which it shall reasonably require to be effected to protect the Enterprise’s assets, activities, employees and contractors.

30

GENERAL

22 CONFIDENTIALITY

22.1	Unless otherwise agreed to by the Parties, all information obtained in relation to this Agreement, the Project or Mining Operations shall be kept confidential and shall not be disclosed by the Parties to any third parties other than:
22.1.1	An employee of the disclosing Party participating in the Project and then only to the extent necessary for such person to properly carry out his/her duties;
22.1.2	Any Party to whom disclosure is required by any applicable law or regulation or the rules of any Stock Exchange that may require disclosure;
22.1.3	A financial institution in connection with any financing sought to be arranged by the disclosing Party for purposes directly related to this Agreement;
22.1.4	Independent consultants and contractors to the Parties whose duties and relations to the Joint Venture reasonably require such disclosure;
22.1.5	Independent accountants or legal counsel engaged by a Party for the purpose only of enabling such accountants or legal counsel to give appropriate advice to the Party in respect of matters arising under this Agreement or any agreement contemplated by this Agreement;
22.1.6	Any recognised merchant or investment banking firm engaged in giving advice to the disclosing Party in connection with this Agreement;
22.1.7	Any prospective purchaser, transferee or assignee of the whole or any part of the Participating Interest of the disclosing Party and any accountants, legal advisers or financial institutions retained by such third party, subject to each of those persons entering into a form of confidentiality agreement in a form reasonably acceptable to the non-disclosing Party.

22.2	Each Party agrees not to exploit commercial or trade secrets and other confidential information divulged by the other Party under this Agreement and not to disclose the same to any corporation, firm or person whatsoever except to directors, officers and employees of the Enterprise where that information is required in the normal course of their duties.
22.3	Each Party (at the request of the other Party) and the Enterprise is to obtain individual undertakings from its directors, officers and other employees to respect the secrecy of trade secrets and other confidential information disclosed to them as contemplated by Clause 22.2.
23	FORCE MAJEURE
23.1	The obligations of each Party (other than under Sections 22.0, 24.0 and 27.0) shall be suspended and the time of expenditure of monies payable by either Party shall be extended to the extent that such Party is hindered or prevented from performance or expenditure by the Force Majeure event.

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23.2	No Party shall be entitled to the benefit of this section or any part hereof if the Force Majeure event is caused by or results from lack of funds (unless the lack of funds is caused by government intervention or regulation) or by negligence, default or omission of the Party claiming suspension.
23.3	If an event of Force Majeure causes a suspension or extension, the Party affected shall give notice thereof as soon as reasonably practicable to the other Party stating the date, extent and nature thereof. A Party whose obligations or expenditure have been suspended or extended shall resume performance or expenditure as soon as reasonably possible after the removal of the event of Force Majeure and shall so notify the other Party.
24	DISPUTES AND ARBITRATION
24.1	Any dispute arising out of or in connection with this Agreement or its performance, including the existence and validity of this Agreement and this section, and the scope, meaning, construction, interpretation or application of this Agreement (“Dispute”), shall to the fullest extent possible be settled amicably by negotiation and discussion between the Parties.
24.2	A Dispute which is not able to be settled by amicable agreement and which is between the Parties will be finally settled by arbitration under the UNCITRAL arbitration rules contained in resolution 3l/98 adopted by the United Nations General Assembly on 15 December l976 and entitled “Arbitration Rules of the United Nations Commission on International Trade Law” as presently in force.
24.3	The arbitration will be before three arbitrators. The Vietnamese Party and the Foreign Party will each nominate one arbitrator and the two (2) nominees will agree on the third arbitrator. If the Vietnamese Party or the Foreign Party fails to nominate its arbitrator within fourteen (14) days of being required to do so, or if the two nominees cannot agree on the third arbitrator within twenty eight (28) days, then either the Vietnamese Party or the Foreign Party may request the chairman for the time being of the Singapore International Arbitration Centre to nominate the required arbitrator.
24.4	The place of arbitration will be Singapore unless otherwise agreed.
24.5	The arbitrators are not bound by strict rules of law where they consider the application of those rules of law to particular matters to be inconsistent with the spirit of this Agreement and the underlying intent of the Parties and, as to those matters, their conclusions will reflect their judgement of the correct interpretation of all relevant terms of this Agreement and the correct and just enforcement of this Agreement in accordance with those terms. The arbitrators will not amend or modify this Agreement. The award rendered will apportion the costs of the arbitration.
24.6	Any other Dispute, not of the nature referred to above, is to be referred to the Economic Court of Vietnam if it cannot be settled amicably by negotiation and discussion.
24.7	An award in arbitral proceedings in accordance with this section 24.0 (“arbitrator’s award”) will be final and binding on the Parties and judgment may be entered and executed in any court having jurisdiction over either of the Parties or the assets of either of the Parties. The Parties undertake to comply with an arbitrator’s award.
24.8	During the process of arbitration, this Agreement shall continue to be performed except and insofar as that part which remains in dispute and is in the process of being arbitrated.
25	DEFAULT

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25.1 If any Party (the “Defaulting Party”):

25.1.1	Fails to contribute, whether by way of debt or equity, in proportion to its Participating Interest, its share of any funds required to meet Expenditure pursuant to Clause 13.2; or
25.1.2	Defaults in any other substantial obligation to be performed by it under this Agreement and such default is not rectified within sixty (60) days of the other Party (the “Non-Defaulting Party”) giving notice of the default to the Defaulting Party,

then the Non-Defaulting Party can either:

25.1.3	Terminate this Agreement by giving notice of termination to the Defaulting Party following the expiration of such sixty (60) day period; or
25.1.4	Serve a notice on the Defaulting Party invoking Clause 25.2.

25.2	Where a notice invoking this Clause is served on a Party in accordance with Clause 25.1, the Participating Interest of each Party shall be recalculated as being that percentage which the debt and equity actually contributed by such Party bears to the total debt and equity contributed by all the Parties and the Parties respective Participating Interests shall be adjusted by the transfer from one Party to the other of such amount of Legal Capital as is necessary to reflect the new Participating Interests of the Parties.
25.3	A default shall be deemed to have been rectified if Clause 25.2 has been applied in relation to such default and an assignment of Legal Capital has been effected in accordance with that Clause.
25.4	The Defaulting Party IRREVOCABLY APPOINTS the Non-Defaulting Party to be its attorney and in its name and on its behalf to execute all transfers, consents, notices and other documents and do all things necessary for the purpose of giving effect to Clause 25.2.
25.5	The Defaulting Party indemnifies and holds harmless the Non-Defaulting Party against all losses, claims, damages (including loss of profit), expenses (including legal costs) and all other costs incurred or suffered by the Non-Defaulting Party, in any way and at any time arising out of the occurrence of the events specified in Clause 5.1.4 or Clause 25.1, or the termination of this Agreement pursuant to such Clauses and the exercise of any of the rights and remedies of the Non-Defaulting Party under this Agreement.
26	REPRESENTATIONS AND WARRANTIES

33

26.1	The Parties enter into this Agreement in the utmost good faith, each undertaking to act in all respects in connection with the performance of this Agreement in a positive, fair and reasonable way towards the others.
26.2	The Parties will use their best endeavours to observe, maintain and carry out the provisions of this Agreement, and to ensure that their respective appointees shall exercise their rights in such manner that the provisions of this Agreement are observed, maintained and carried out.
26.3	Each of the Parties represents and warrants that:

26.3.1	It has the capacity to enter into and perform under this Agreement and all the transactions and agreements contemplated herein, and that all corporate and other actions required to authorise it to do the same have been or will be properly taken;
26.3.2	It will not breach any other agreement or arrangement by entering into or performing this Agreement, and this Agreement when signed will have been duly executed by it and shall be valid and binding upon it in accordance with its terms;
26.3.3	It is able to provide its Legal Capital Contribution in the manner and form set out in this Agreement and that it is or will be in a position to perform all of its obligations under this Agreement.

27	NOTICES
27.1	All notices, consents, requests and other communications (collectively “Notices”) authorised or required to be given or made pursuant to this Agreement by a Party shall be given or made in writing signed by an authorised representative of such Party delivered or mailed by registered or certified mail or sent by fax addressed in accordance with the details set out for each Party in this Agreement.
27.2	Any such Notice shall be deemed to have been properly served and received by the intended recipient:

27.2.1	In the case of service by delivery or registered or certified mail, upon delivery;
27.2.2	In the case of service by fax, upon the sender receiving from the intended recipient fax machine acknowledgment of legible receipt.

27.3 Any Party may change its address for the receipt of Notices at any time by giving written notice of such change to the other Party to this Agreement in accordance with the provisions of this section.

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28	MISCELLANEOUS
28.1	The failure of a Party to insist on strict performance of any provisions of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Parties rights thereafter to enforce any provision or exercise any right, power or remedy.
28.2	This Agreement may be amended and supplemented in accordance with a resolution of the Board of Members. However no amendments to this Agreement shall be binding unless in writing, signed by each Party, and if required to be by Vietnamese Law, approved by the relevant Vietnamese Authority.
28.3	Eight (8) copies of this Agreement shall be executed in Vietnamese and eight (8) copies in English, each of which shall be considered equally authentic.
28.4	This Agreement contains the entire understanding of the Parties relating to the Joint Venture and there are no promises, terms, conditions or obligations, oral or written, express or implied, other than those contained in this Agreement.
28.5	This Agreement shall be governed and construed in accordance with the provisions of Vietnamese Law and the Investment Certificate.
28.6	Each Party agrees to take such actions and execute such additional instruments as may be reasonably necessary to implement and carry out the intent and purposes of this Agreement.
28.7	This Agreement shall benefit and be binding upon the Parties and their respective successors and personal representatives and any permitted assignees or transferees of their rights, and references to the Parties shall be construed accordingly.
28.8	Where there is inconsistency between the terms of the Charter and the terms of this Agreement the terms of this Agreement will prevail.

35

SIGNED for and on behalf of		(Biotan Stamp)
BIOTAN by MR. NGUYEN VAN QUA:		/s/ Mr. Nguyen Van Qua
		Mr. Nguyen Van Qua (Chairman)
		Biotan Mineral Joint Stock Company
Witness:	/s/ NGUYEN THI XUAN TRANG
	NGUYEN THI XUAN TRANG
Occupation: THE VICE DIRECTOR OF BIOTAN
Address: 28 DONG DA, QUY NHON CITY, BINH DINH PROVINCE
SIGNED for and on behalf of KSML by MR RODNEY HUGH MURFITT:
		(Common Seal Stamp)
		/s/ Mr Rodney Hugh Murfitt
		Mr Rodney Hugh Murfitt (Director) KS Mining Limited
Witness:	/s/ TRAN HA TIEN
	/s/ TRAN HA TIEN

Occupation: THE CHIEF OF THE REPRESENTATIVE OFFICE OF ZEDEX MINERALS LIMITED IN HANOI

Address: 24 DANG KIM NO, LE CHAN DISTRICT, HAI PHONG CITY

36

SCHEDULE A: PROJECT AREA

1.	INITIAL TIEN THUAN EXPLORATION LICENCE APPLICATION AREA
	The initial Tien Thuan Exploration Licence Application covers approximately 22.2 km2 within the above general project area and is confined entirely within Tay Son District.
	The Exploration Licence Application boundary coordinates are as follows:

	UTM Coordinate
Point	X(UTM)		Y(UTM)
1		266000		1552300
2		270000		1554200
3		270000		1546000
4		266000		1549500

	However, the general project area also includes an area of Tien Thuan mineralization potential that is known to extend to the North into Vinh Thanh District. Application for another Exploration Licence over this additional area may subsequently be submitted to the relevant Vietnamese Authorities.
2.	MINING LICENCE APPLICATION AREA
	It is thought that the mining area will lie mostly within the above exploration area. However, further investigation is required before Mining Licence Application boundaries can be precisely specified.
3.	PROJECT AREA
	Initially the Exploration Area and the Mining Area.

EX-5.1

Exhibit 5.1

CONSENT

To:	Olympus Pacific Minerals Inc.
And to:	Berns & Berns, Counselors at Law
And to:	U.S. Securities & Exchange Commission (the “Securities Regulator”)

Gentlemen:

RE: Technical Reports — Bong Mieu and Phuoc Son Gold Projects

Reference is made to the technical reports (the “Technical Reports”) entitled “A Technical Review of the Bong Mieu Gold Project in Quang Nam Province, Vietnam” dated August 31, 2007, and “Preliminary Assessment of the Phuoc Son Project in Quang Nam Province, Vietnam’ dated December 2007, and “Technical Report on Feasibility Studies for the Phuoc Son Gold Project in Quang Nam Province, Vietnam” dated March 26, 2008, and “Updated Technical Review of Bong Mieu Gold Project, Quang Nam Province, Vietnam” dated April 29, 2009 by Terra Mining Consultants and Stevens & Associates which we prepared for Olympus Pacific Minerals Inc. (the “Company” or “Olympus”).

We hereby consent to the filing of the Technical Reports with the Securities Regulator, and to the written disclosure of the Technical Reports and the inclusion of extracts therefrom or a summary thereof in the annual Form 20-F. We further agree to being named as an expert in the annual statement (20-F).

Dated this 8^th day of July, 2010

Sincerely,

Stevens & Associates
 

/s/ M. R. Stevens  

“Signed” by Murray Stevens 

Principal 

Terra Mining Consultants
 

/s/ G Fulton  

“Signed” by Graeme Fulton 

Director 

EX-12.1

EXHIBIT 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, David Seton, certify that:

1. I have reviewed this annual report on Form 20-F of Olympus Pacific Minerals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: July 15, 2010	/s/ David Seton
	David Seton
	Chairman and Chief Executive Officer

EX-12.2

EXHIBIT 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Peter Tiedemann, certify that:

1. I have reviewed this annual report on Form 20-F of Olympus Pacific Minerals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: July 15, 2010

/s/ Peter Tiedemann  

Chief Financial Officer 

EX-13.1

EXHIBIT 13.1

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER
     PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          Pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Olympus Pacific Minerals Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Annual Report on Form 20-F of the Company for the fiscal year ended December 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 15, 2010	/s/ David Seton
	David Seton
	Chief Executive Officer

The foregoing certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-13.2

EXHIBIT 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Olympus Pacific Minerals Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

     (i) the accompanying Annual Report on Form 20-F of the Company for the fiscal year ended December 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 15, 2010	/s/ Peter Tiedemann
	Peter Tiedemann
	Chief Financial Officer

The foregoing certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.