ROBERTO VERAS BICA Tradutor Público e Intérprete Comercial Inglês Sworn Translator JUCEMG Nº 734 CPF/MF

Transcrição

1

2 p. 631 Doc. No (002) Livro 006 Fl SECOND AMENDMENT TO THE MINERAL RIGHTS ASSIGNMENT AGREEMENT AND OTHER COVENANTS ENTERED INTO BETWEEN LGM LUNA GOLD MINERAÇÃO LTDA., CNM COMPANHIA NACIONAL DE MINERAÇÃO, CCO MINERAÇÃO LTDA., MFW ENGENHARIA E MINERAÇÃO LTDA., AND THE RELEVANT CONSENTING INTERVENING PARTIES LUNA GOLD MINERAÇÃO LTD ( LGM ), a limited liability company, with registered office at Avenida dos Holandeses /Cons. Hilton, N. 07, Ed. Metropolitan Market Place, Suites 906 and 907, Calhau, city of Sao Luis, State of MA, CEP: , enrolled at CNPJ (Corporate Taxpayer Register) under n / , herein represented in accordance with its Articles of Organization by its directors Titus Haggan, Irish, single, born in Donegal, Ireland, on June 23, 1974, Geologist, bearer of Foreigners Identity card (National Foreigners Register RNE) n. V I, and enrolled at CPF/MF

3 p. 632 (Individual Taxpayer Register/Ministry of Finance) under n , and Luis Philippe Mendes Martins, Brazilian, married, industrial worker, bearer of identity card n M SSP/MG, and enrolled at CPF/MF (Individual Taxpayer Register/ Ministry of Finance) under n. 038,084,476-13, both with business address at the registered office, hereinafter referred to as ASSIGNEE, and CNM COMPANHIA NACIONAL DE MINERAÇÃO, with registered in Belo Horizonte, Minas Gerais, at Avenida Afonso Pena 4001, 8 andar, Ala A2, Edifício Tancredo Neves, bairro Serra, CEP , enrolled at CNPJ (Corporate Taxpayer Register) under n / , herein represented under its Articles of Incorporation, by its undersigned legal representatives, CCO MINERAÇÃO LTDA., with registered office Rua Guajajaras, 410, sala 1206, CEP , Belo Horizonte, Minas Gerais, enrolled at CNPJ (Corporate Taxpayer Register) under n / , herein represented under its Articles of Organization, by its undersigned legal representatives, and MFW ENGENHARIA E MINERAÇÃO LTDA, with registered office at Av. Álvares Cabral, n. 344, Sala 809, Centro - Belo Horizonte (MG) - CEP

4 p enrolled at the CNPJ (Corporate Taxpayer Register) under n / , herein represented in accordance with its Articles of Organization by his attorney José Pereira Botelho, Brazilian, married, mining engineer, enrolled at CPF (Individual taxpayer Register/Ministry of Finance) under N , bearer of identity card No. 9865/D CREA-MG, resident and domiciled at Rua Espírito Santo N. 1752, apt. 801, Bairro Lourdes - Belo Horizonte (MG), together hereinafter referred to as ASSIGNORS, and CMA MINERAÇÃO S/A, with registered office at Rua Lauro Muller, N. 116, Suite 2501, Rio de Janeiro (RJ), enrolled at CNPJ (Corporate Taxpayer Register) under N / , herein represented under its Articles of Incorporation, by its legal representative, and José Pereira Botelho qualified above, hereinafter referred to as CONSENTING INTERVENING PARTIES; The parties shall be individually referred to as Party and collectively as Parties ;

5 p. 634 Whereas the parties have entered into an Agreement in October 3, 2007, as well as have executed the 1st amendment on December 10, 2008, being the purposes of these instruments the assignment of mineral rights in areas located in the municipality of Cachoeira do Piriá, State of Pará and other covenants, as Attachment 1 and other terms of the Original Agreement ( agreement ), and the Amendment ( 1 st Amendment ); Whereas the ASSIGNEE has been acting in good faith and keeping the best corporate practices regarding the full and timely performance of the contractual obligations assigned to it by the terms of the Agreement; Whereas that until September 30, 2009 the ASSIGNEE has invested a total amount of BRL 4,068, (four million sixty-eight thousand, eight hundred and sixty-seven Brazilian Reais and thirty-one cents) in the mineral research of Projeto Cachoeira; Whereas the ASSIGNORS attest they have nothing to complain about, for any reason, up to this date, in

6 p. 635 relation to the terms of the Agreement and the 1 st Amendment, as well as, together with the ASSIGNEE, opt for the maintenance of the terms of the Agreement and the 1st amendment; Finally, aiming to comply with the highest possible fidelity with the terms of the agreement, the parties decide to execute, in good faith and for all legal purposes, the Second Amendment to the Agreement ( 2 nd Amendment ), under the following terms and conditions: CLAUSE ONE - CHANGES Item 2.2.1, section b of the Agreement shall be effective with the following wording: b. Royalty payment of 4.0% (four percent) on the Net Production Income, arising from the ore explored in open pit or underground, with commencement within the maximum period of 5 (five) years from the Agreement's execution date, under penalty of being due to the ASSIGNORS a total compensation of USD 200, (two hundred thousand U.S. dollars)/year. In the event of incidence of the compensation

7 p. 636 mentioned above, it may be paid in monthly pro rata installments until the beginning of the royalty payment Item 2.3 of the Agreement is now effective with the following wording: Due to the assignment now celebrated, the ASSIGNEE undertakes to make a minimum investment of BRL 4,090, (four million, ninety thousand and nine hundred Brazilian Reais) for the first year, and for the second year BRL 5,416,400,00 (five million, four hundred and sixteen thousand, four hundred Brazilian Reais), and this investment that addresses the specific costs of research and exploration, evaluation and development of a mining project, as well as investments intended for the definition of resources and reserves, not including costs not directly related to the mineral rights and mainly to wages from abroad, and, if after 36 (thirty six) months from the date of the Original Agreement, a resource calculation by JORC (Joint Ore Reserves Committee, Australia) method or National Instrument (Canada) is not reached, the

8 p. 637 ASSIGNOR shall be paid a total amount of USD 200,000 (two hundred thousand US dollars) per year, and this amount must be paid within 30 (thirty) days from the occurrence of the event Item 2.8 of the Agreement shall be in force with the following: In case the investments performed by the ASSIGNEE in the first year of the effectiveness of the Agreement are higher or lower than the provisions of paragraph 2.3 above (BRL 4,090, (four million, ninety thousand and nine hundred Brazilian Reais) the difference shall be considered as the Assignee's credit or debit as to the amount due for the second year BRL 5,416, (five million, four hundred and sixteen thousand, four hundred Brazilian Reais), given that the investments balance to be made may be concluded by the end of 51 months, that is, by December 31, However, if the total investments in the amount of BRL 9,507, (nine million, five hundred and seven thousand and three hundred Brazilian Reais) are not paid up by December 31, 2011, the ASSIGNEE shall

9 p. 638 have a maximum term of 90 (ninety) days to make the payment, under penalty of being required to pay immediately to the ASSIGNORS the amount not invested within the term above CLAUSE TWO - RATIFICATION All signatures and acts performed by the representatives and attorneys regarding this Agreement and the 1st Amendment are hereby ratified. 2.2 All other clauses of the Agreement as well as those of 1st Amendment not expressly revoked, in whole or in part by this 2 nd Amendment, or not conflicting thereto, shall remain fully unchanged, valid and in force CLAUSE THREE - VENUE The forum of the city Belo Horizonte, State of Minas Gerais is elected as competent to solve the issues arising hereof, and the parties waive any other venue, however privileged it might be

10 p. 639 In witness whereof, the parties executed this Amendment in 6 (six) counterparts of equal contents and form, in the presence of the undersigned witnesses Belo Horizonte, January 22, Parties: (There appears signature) CNM COMPANHIA NACIONAL DE MINERAÇÃO CCO MINERAÇÃO LTDA MFW ENGENHARIA E MINERAÇÃO LTDA LUNA GOLD MINERAÇÃO LTDA LUNA GOLD MINERAÇÃO LTDA Consenting Intervening Parties CMA - MINERAÇÃO S/A

11 p. 640 José Pereira Botelho Witnesses Name: Clarice C. Rabelo CPF (Individual Taxpayers Registration): Name: Marcus Vinicius Queiroz de Oliveira CPF (Individual Taxpayers Registration): THIS WAS THE FULL TEXT of said document, the true translation whereof I ATTEST WITNESS MY HAND AND SEAL, this September 14,