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Mining Exploration License Transfer Contract - Irenka Limited

This document is a Mining Exploration License Transfer Contract between IRENKA LIMITED and ASTRORIX RESOURCES LIMITED, effective January 15, 2025. The Transferor is transferring exploration license 30350-HQ-SEL, covering 213.0549 hectares in Mkushi District, to the Transferee for a fee of ZMW 700,000. The agreement includes provisions for site access, conditions for transfer approval, indemnity, and dispute resolution under Zambian law.

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39 views5 pages

Mining Exploration License Transfer Contract - Irenka Limited

This document is a Mining Exploration License Transfer Contract between IRENKA LIMITED and ASTRORIX RESOURCES LIMITED, effective January 15, 2025. The Transferor is transferring exploration license 30350-HQ-SEL, covering 213.0549 hectares in Mkushi District, to the Transferee for a fee of ZMW 700,000. The agreement includes provisions for site access, conditions for transfer approval, indemnity, and dispute resolution under Zambian law.

Uploaded by

kakingachipango
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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MINING EXPLORATION LICENSE TRANSFER CONTRACT

This Mining Exploration License Transfer Contract is made and entered into on this 15th January,
2025 by and between:

IRENKA LIMITED, a company duly incorporated under the laws of the Republic of Zambia,
having its registered office at NO. 26, INDEPENDENCE AVENUE KASAMA, NORTHERN PROVINCE,
ZAMBIA ("the Transferor");

ASTRORIX RESOURCES LIMITED, a company duly incorporated under the laws of the Republic of
Zambia, having its registered office at NO. 6 SILICA ROAD KAMWALA SOUTH LUSAKA ("the
Transferee").

RECITALS

WHEREAS:

1. The Transferor holds an exploration license numbered 30350-HQ-SEL, covering an area of


213.0549 hectares, located in Munsofu area of Mkushi District, granted by the Ministry of
Mines Cadastre Department ("the Cadastre Department"), which is the regulating and licensing
authority in Zambia.

2. The Transferor has agreed to transfer and assign all its rights, title, and interest in and to the
said exploration license to the Transferee.

3. The Transferee has agreed to acquire the exploration license, including the rights to explore
the following commodities: Cobalt, Copper, Gold, Gypsum, Anhydrite, Iron Ore, Limestone
(General), Manganese, and Zinc.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the
parties agree as follows:

1. TRANSFER FEE

1.1 The Transferee shall pay a total transfer fee of ZMW 700,000.00 (Seven Hundred Thousand
Zambian Kwacha) to the Transferor upon successful transfer of the exploration license to the
Transferee’s name.

1.2 The Transferee shall bear the cost of the license transfer fee payable to the Cadastre
Department.

1.3 The Transferor shall bear the cost of the Property Transfer Tax applicable to the transfer.

2. GRANT OF SITE ACCESS

2.1 The Transferor hereby grants the Transferee access to the site covered by exploration
license 30350-HQ-SEL to commence exploration works or any other activities related to
exploration works.

2.2 The grant of site access is effective immediately and shall remain valid pending approval of
the license transfer by the Cadastre Department.

2.3 The Transferee agrees to conduct all exploration works in compliance with applicable laws,
regulations, and environmental guidelines.

2.4 Any liabilities arising from activities undertaken by the Transferee on the site prior to the
transfer approval shall be borne by the Transferee.
3. CONDITIONS PRECEDENT

3.1 The transfer of the exploration license is subject to approval by the Cadastre Department.

3.2 Payment of the transfer fee by the Transferee to the Transferor shall only be made upon
successful registration of the exploration license in the name of the Transferee.

3.3 The Transferor agrees to cooperate with the Transferee and provide all necessary
documents and signatures required to complete the transfer process.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Transferor represents and warrants that:

- (a) It is the lawful owner of the exploration license numbered 30350-HQ-SEL.

- (b) The exploration license is free from any liens, encumbrances, or third-party claims.

- (c) No geological exploration works have been undertaken on the license area to date.

4.2 The Transferee represents and warrants that it has the financial and technical capacity to
undertake exploration activities as required by the mining regulatory authorities.

5. INDEMNITY

Each party agrees to indemnify and hold the other party harmless from any claims, losses,
damages, or liabilities arising from the breach of its representations, warranties, or obligations
under this Agreement.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic
of Zambia.
7. DISPUTE RESOLUTION

Any disputes arising out of or in connection with this Agreement shall be resolved amicably
between the parties. Failing such resolution, the dispute shall be referred to arbitration in
accordance with the Arbitration Act of Zambia.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements, negotiations, and discussions.

9. SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives on the date first above written.

For IRENKA LIMITED (Transferor):

Name: ______________________________

Position: ___________________________

Signature: __________________________

Date: ______________________________

Witness Name: ______________________

Position: ___________________________

Signature: __________________________

Date: ______________________________
For ASTRORIX RESOURCES LIMITED (Transferee):

Name: ______________________________

Position: ___________________________

Signature: __________________________

Date: ______________________________

Witness Name: ______________________

Position: ___________________________

Signature: __________________________

Date: ______________________________

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