request for tender · trevali has recently identified a requirement for a bankable feasibility...

Request for Tender

Trevali Mining Corporation hereby invites competent, well-established and registered com to companies to submit proposals for the following:

ENQUIRY NUMBER: RFQ-RP2.O2019-001 ENQUIRY NAME: RP2.O BANKABLE FEASIBILITY STUDY DESCRIPTION: Trevali has recently identified a requirement for a Bankable Feasibility Study for its Rosh Pinah Zinc Mine optimization. This scope entails supporting/performing study work and analysis of results for full site optimization resulting in a NI 43-101 compliant report with final recommendations. DOCUMENTS: Documents related to the expression of interest is attached hereto. Please complete intention to submit a proposal to ensure inclusion in any correspondence related to this enquiry and return at the earliest to: Lynette Frey E-mail: [email protected] Should any part or parts of the Expression of Interest require further explanation, be ambiguous or contradictory, clarification prior to submission, is to be obtained from: Jeremy Ouellette (Technical queries) Tel: +1 506 312 2242 E-mail: [email protected]

Len Marx (Procurement Queries) Tel: +1 506 543 3649 E-mail: [email protected]

Your information is to be submitted via e-mail to [email protected] in accordance with the requirements detailed in the documents by not later than Monday, 11 February 2019

RPZC OPTIMISATION BANKABLE

FEASIBILITY STUDY

mailto:[email protected]




Trevali Mining Ltd. RFQ-RP2.O2019-001 RP2.O Bankable Feasibility Study Jan 2019

Due Date Feb11, 2019

CONFIRMATION OF INTENTION TO TENDER (to be completed and submitted to [email protected])

COMPANY: _____________________________

REGISTRATION NO.: _____________________________

ENQUIRY NO.: RFQ-RP2.O2019-001

DESCRIPTION: RP2.O BANKABLE FEASIBILITY STUDY

To: TREVALI MINING CORPORATION

We confirm receipt of the above enquiry and, where applicable, we shall acquaint ourselves of all specifications,

drawings and exhibits and confirm our intention to submit a tender to render the Service, in accordance with the

Enquiry.

We accept that Trevali is not obliged to accept the lowest, or any other tender submitted to render the Service and that

No tender shall be deemed to have been accepted unless such acceptance has been conveyed to the Tenderer by notice

in writing or by telex/cable from Trevali

All further communications concerning this enquiry shall be addressed for the attention of the duly authorized Trevali

representatives

Contact person: _______________________________________________

Telephone No: _______________________________________________

E-mail address: _______________________________________________

...............................................

Full name and surname (printed)

............................................... Date: ........................................

Signature*

*Signature by Tenderer’s representative who hereby acknowledges that he/she is duly authorized to commit the

Tenderer to this undertaking.1




Table of Contents

1 Introduction and Terms of Reference .................................................................... 5 1.1 Tender Title ................................................................................................................. 5 1.2 Terminology ................................................................................................................. 5

2 Property Description and Location ........................................................................ 5

3 Scope of Work ......................................................................................................... 5 3.1 General Scope of Work ............................................................................................... 5 3.2 Detailed Scope of Work ............................................................................................... 6

3.2.1 Project Management ...................................................................................................... 6 3.2.2 Macro Economic Inputs .................................................................................................. 6 3.2.3 Mining ............................................................................................................................. 6

Mining Method Trade Off Study ....................................................................................................... 6

Mine Detailed (Feasibility Level) Design and Schedule .................................................................... 6

Geomechanical/Rock Mechanics ...................................................................................................... 7

Hydrology/Hydrogeology .................................................................................................................. 7

Ventilation ........................................................................................................................................ 7

Material Handling ............................................................................................................................. 7

Underground Infrastructure ............................................................................................................. 7

3.2.4 Milling/Metallurgy ........................................................................................................... 8 Grinding ............................................................................................................................................ 8

Flotation ............................................................................................................................................ 8

Concentrator Plans and Details ........................................................................................................ 9

3.2.5 Surface Infrastructure ..................................................................................................... 9 General.............................................................................................................................................. 9

Electrical ............................................................................................................................................ 9

Water Supply .................................................................................................................................... 9

3.2.6 Economics .................................................................................................................... 10 Opex ................................................................................................................................................ 10

Capex .............................................................................................................................................. 10

Cashflow.......................................................................................................................................... 10

3.2.7 Reporting ...................................................................................................................... 10 3.3 Schedule and Contract Duration ................................................................................ 12 3.4 Personnel and Supervision ........................................................................................ 12

4 Conditions of Work ............................................................................................ 12 4.1 Quality of Work ....................................................................................................... 12 4.2 Considerations for Site Work ..................................................................................... 12

4.2.1 Site Induction and Safety ............................................................................................. 12 4.2.2 Mandatory PPE ............................................................................................................ 12

4.3 Other Considerations ............................................................................................... 13



5 Tender Submissions ............................................................................................. 13 5.1 Owner’s Rights .......................................................................................................... 13 5.2 Bond Requirements ................................................................................................... 13

6 Contract Award ...................................................................................................... 13 6.1 Notification of Acceptance ......................................................................................... 13 6.2 Submission of Invoices .............................................................................................. 13 6.3 Payment .................................................................................................................... 13

7 Examination of Tender Documents .................................................................. 13

8 Insurance ............................................................................................................... 13

9 Taxation.................................................................................................................. 14

10 Sub-Consultants .................................................................................................... 14

11 Consultants Workforce ......................................................................................... 14

12 Funds Used ............................................................................................................ 14

13 Tender Submittal .................................................................................................. 14

14 Site Visit ................................................................................................................ 14

15 Deadline for Submission ...................................................................................... 14



1 Introduction and Terms of Reference

1.1 Tender Title

Trevali Mining Ltd.

Rosh Pinah Mine

Title: RP2.O Bankable Feasibility Study

RFQ No. RFQ-RP2.O2019-001

1.2 Terminology

The terms ‘Trevali’ and ‘Owner’ refer to Trevali Mining Ltd. The term ‘Consultant’ refers to the bidder,

its employees and any Sub-Consultants and their employees. The term ‘Work’ refers to the project

described herein.

Metric units of measure and USD are used in this document unless otherwise stated.

2 Property Description and Location

The Rosh Pinah underground zinc-lead mine and milling operation is located in southwestern

Namibia, 800 km south of Windhoek and 20 km north of the Orange River, at the edge of the

Namib Desert. The Rosh Pinah mine has been in operation since 1969 and currently produces

zinc and lead sulphide concentrates containing minor amounts of copper, silver, and gold. The

zinc and lead concentrates are transported by road to Lüderitz, a port on the Namibian Coast,

and then shipped to international markets. As of the date of this Technical Report, the Rosh

Pinah mine is 90% owned by Trevali and 10% by Namibian Broad-Based Empowerment

Groupings and an EEPS. The climate in Rosh Pinah, classified as a warm desert climate, is mostly arid

and the most prevalent natural hazard is prolonged periods of drought. The topography of the immediate

Rosh Pinah area is generally flat and borders large hills to the east which rise approximately 400 m

above the mine elevation. Elevation varies between 420 m above sea level (MASL) and 800 MASL.

3 Scope of Work

3.1 General Scope of Work

Trevali is converting a PEA completed in 2018, to BFS level planning and costing. The PEA investigated

the opportunity to capitalize on large ore bodies and simple processing technology to increase the yearly

mine and plant output and optimize on performance. The main purpose of the PEA to BFS conversion

will be to increase the level of costing, timelines and integrate the metallurgical test work being conducted

first quarter 2019 into the optimization plan. The study is labeled optimization to quell any uncertainties

regarding the use of expansion terminology, rather make best use of the current resources to improve long

term sustainability – optimization.



3.2 Detailed Scope of Work

3.2.1 Project Management

The Consultant is required to deliver the full project scope (Including sub consultants and owner inputs)

within the timeline identified in this tender and within tendered budget. It is expected that the successful

consultant will assign a project manager that can ensure that all communications take place on scheduled

intervals defined at the Kick Off meeting or as required. This project manager will be the link between

technical experts and Trevali Management.

3.2.2 Macro Economic Inputs

Macro economics will be defined by Trevali and will be given during project start.

3.2.3 Mining

Mining Method Trade Off Study

Prior to detailed engineering of the Rosh Pinah Zinc Mine, a high level trade off study will be

completed to decide on the optimum mining method for the mine. Considerations for this trade off study

will include but are not limited to:

• Safety

• Resource Recovery

• Operating costs

• Capital Costs (Transition Costs)

• Infrastructure considerations

• Productivity and optimum mine output

The trade off being completed will be between the current long hole open stoping method and a sub level

caving method. Glencore Technical Services (Based in Montreal) will perform the mine design and

evaluations of the open stoping method, however, the successful bidder will be required to perform the

design and evaluations on the sublevel caving method of the trade off study. Input from the winning

tender will be required as well as review of product and managing milestones. Outputs from the tradeoff

study will include a high level mine design and production schedule for each method, a preliminary

cashflow model and a memo identifying the final recommendation for path forward. The memo is to

include a complete risk matrix, as well as opportunities matrix. The anticipated completion date for the

mining method trade off study is April 12/19. It is preferred that the successful bidder is able to place the

SLC designer in the Montreal office which will support a team effort in completing the trade off study.

Mine Detailed (Feasibility Level) Design and Schedule

The detailed mine design and schedule will be developed after the mining trade off study is completed.

As per the mining trade off study, GTS will be performing the actual design and schedule work for the

selected mining method scheduled for mid April completion. However, review and input on the design

will be required by the selected consultant as well as sign off on final product. This design will be close

to completed based on the trade off study, but for detailed design and scheduling, the risks identified in



the selected mining method must be considered and addressed. This will include items like material flow

modelling and detailed geotechnical considerations that lead into finalizing optimized stope or cave

shapes, conceptual drill and blast plans, development infrastructure details, etc... Two mine schedules

will be run, the first schedule will be at 2000tpd operations and the second will be at 3000tpd.

The anticipated timeline for completion of the detailed mine design and developing the reserve section of

the report is July 23/19.

Geomechanical/Rock Mechanics

The geotechnical section of this report will be performed externally of this report.

Hydrology/Hydrogeology

Rosh Pinah is a dry mine, assume such in the optimization scenario. A review of current managed inflows

as well as dewatering strategy will be required by the successful bidder.

Ventilation

Detailed ventilation evaluation based on the selected method as well existing infrastructure will be

required. There is an existing ventsim model for the Rosh Pinah mine that is actively updated. This

model will be submitted to the successful consultant. A review of this model will be required as part of

the study as well as recommendations on improvements to the ventilation system. Also, a feasibility

design of the future ventilation requirements will be part of the study. This will include but is not limited

to:

• Ventilation requirements to support optimized mobile equipment and manpower based on Canadian

ventilation standards (Worksafe New Brunswick Standards can be applied here)

• Heat loading evaluation and recommendations by area of the mine. This includes existing mine workings

as well as planned mine workings on a sequential (Annual) basis.

• Strategically placed drifts/raises, infrastructure, etc…

• Design mechanical, structural infrastructure required to support ventilation requirements.

• Motor/fan lists with a total power requirement output which will be used for electrical calculations

afterward in the report.

Trevali will ensure that this work is completed outside of the scope of this tender.

Material Handling

A mobile equipment review to support the new mine design and schedule will be performed by GTS.

This work will include a traffic simulation and will conclude with a recommendation of fleet requirements

assuming the same or similar sized equipment specifications.

Underground Infrastructure

In general, majority of the underground main infrastructure is already in place from previous operations.

Items that need to be considered in this section are as follows:

• Infrastructure related to underground material handling



• Additional ventilation development and mechanical infrastructure or rework of currently layouts if other

haulage methods used.

• Additional dewatering infrastructure

• Additional electrical distribution

• Refuge stations and other safety infrastructure

• Underground delivery of tailings to stopes. This section will include plumbing, pumping, storage

bulkheads and locations selected.

This work will be performed by the successful consultant

3.2.4 Milling/Metallurgy

The concentrator at Rosh Pinah has a significant amount of operating history processing the Rosh Pinah

ore and with that significant records and data to reflect current and potential performance of the circuits.

The purpose of this study is to bring the cost confirmation to 15% accuracy (BFS) that was originally

presented in the RP2.O PEA. The input to design is complete once we have the grinding and flotation

testwork completed. A series of testwork for milling and metallurgy confirmations is currently ongoing.

A summary of ongoing testwork and requirements is as follows:

Grinding

While mining from the Western Orefields zone at Rosh Pinah, there is a significant increase in micro

quartzite. This combined with increased throughputs to the concentrator, a full review of the grinding

circuit is required to ensure that regardless of feed at the time, the grinding capacity is able to support

anticipated throughputs and successful recoveries.

A grinding evaluation between SAG, Verti and HIG Milling options is currently ongoing. SAG mill

testwork is currently being completed and we should expect final results and reports by the end of January.

Verti mill Testwork is ongoing and is scheduled and is scheduled for completion by the end of February.

HIG testwork is ongoing and is scheduled for completion by Mid March. Once all grinding testwork is

completed, a full review of the datasets and costs from each and will be completed by a DRAGlobal. This

will result in a detailed memo on selection of the grinding solution as well as a cost and schedule

breakdown to support the recommendation. This work will also be included in the RP2.0 43-101 report.

In additional to the grinding technology tradeoff study, further testwork to define the optimum grind size

must also be completed. This testwork is currently being performed at ALS and is scheduled to be

completed by end of April 2019. From this point, final testwork ensuring capability from the selected

grinding technology will be required and will be organized by DRAGlobal.

Flotation

Flotation testwork to optimize the recovery circuit is currently ongoing at ALS and is scheduled to be

completed by the end of April 2019. Mining from western orefields poses several flotation issues

mainly stemming from dealing with microquartzites as well as significant grade fluctuations. The

ongoing testwork is focused on defining a flowsheet with capacity to deal with both of these issues as

blending from the mine has proven unsuccessful. DRA Global is required to finalize the testwork.. In



addition, a review of final data and generation of recommendations will be completed by DRA. This

will result in an official memo being generated that details reasons for the recommendation and include

costing data as well as installation timelines. This data will also be included in the RP2.O Bankable

Feasibility Study report. Within the flotation section of the study, Rosh Pinah is also considering

Jameson cells as potential flotation technology. A pilot program is currently underway and

recommendations will be derived from the pilot. DRA will then be required to finalize drawings based

on the final input and recommendations provided by Trevali and write section in the report.

Concentrator Plans and Details

As decisions are made regarding major components in the concentrator, the DRA Global will be required

to generate plans and sections of the concentrator detailing plumbing layouts, electrical diagrams, etc..

These drawings will be detailed and will result as input to detailed costing of the overall project.

3.2.5 Surface Infrastructure

General

The successful consultant will be required to evaluate all services into and out of the site, concentrator,

and mine to ensure that they are sufficiently sized to support the mine and concentrator optimizations.

Detailed layouts will be required and will support the costing and scheduling of the overall project.

Electrical

As there is a significant ramp up of anticipated electrical load, a full electrical study will be required to

support the study and resulting report. This work will be performed by Trevali and a preliminary list is

as follows:

• Power flow and short circuit study

• Estimated load study for surface, concentrator and underground power

• Single line diagrams for main feed and site distribution

• Definitive power source and voltage (Looking to review and adjust supplied voltage

underground)

• Pole line review and modifications

• Substation layouts and ground grid designs

• Emergency backup power requirements.

Water Supply

Water supply to the site has been evaluated within the PEA. If there are significant changes to the water

requirement then the supply source and infrastructure will need to be reviewed by DRA. If required,

this will include a full site water balance and confirmation of site water draw requirements. From this, a

review of the water source and infrastructure capacity will be completed and final recommendations

made and reported.

Compressed Air



Compressed air supply to the site has been evaluated within the PEA. If there are significant changes to

the compressed air requirement then the supply source and infrastructure will need to be reviewed by

DRA. If required, this will include a full site compressed air balance and confirmation of site

compressed air draw requirements. From this, a review of the compressed air infrastructure capacity

will be completed, and final recommendations made and reported.

3.2.6 Economics

The economics portion of the study will include a full costing analysis of any optimization work to take

place and include assets purchased, supplies consumed, manhours worked, etc. In addition, the

economic analysis will be performed to reflect the value of the optimization compared to current

operations and will result in a NET NPV and IRR of the variance between the base operating case

(2000tpd) and the optimized operating case (3000tpd). A cashflow model has been constructed and

considers the entire Life of Mine. As this is a Bankable Feasibility, the Life of Mine will not include

any inferred resources.

Opex

Operating costs for operation of the Rosh Pinah mine have already been reviewed in the PEA. These

costs should not be effected significantly between levels of study. With that, a review and confirmation

of costs in order to convert to BFS level will be required by the successful consultant.

Capex

Confirmations of the capital costs for the project will be output from the finalization of the mill study

work as well as mining work. This section will be updated in the economic model by the successful

consultant however the main parameters will be provided by GTS and DRA.

Cashflow

A life of mine cashflow model will be a significant output of this study. As noted above, this will

consist of a full mine cashflow model, however, will have variance calculations from the base case to

properly evaluate the RP2.O project. Macro inputs to the cashflow model will be defined by Trevali.

3.2.7 Reporting

The final output of this study will be an NI 43-101 compliant Bankable Feasibility Study report that

outlines all aspects of the RP2.O optimizations as well as general study inputs. This will include but are

not limited to the following:

1. Summary

2. Introduction

3. Reliance on Other Experts

4. Property Description and Location

5. Accessibility, Climate, Local Resources, Infrastructure

6. History



7. Geological Setting and Mineralization

8. Deposit Types

9. Exploration

10. Drilling

11. Sample Preparation, Analysis and Security

12. Data Verification

13. Mineral Processing and Metallurgical Testing

14. Mineral Resource Estimate

15. Mineral Reserve Estimate

16. Mining Methods

17. Recovery Methods

18. Project Infrastructure

19. Market Studies and Contracts

20. Environmental Studies, Permitting, and Social Considerations

21. Capital and Operating costs

22. Economic Analysis

23. Adjacent Properties

24. Other Relevant Data and Information

25. Interpretation and Conclusions

26. Recommendations

27. References

28. Date and Signature Pages

All reporting will be compiled as relevant data is available to support completing the study as quickly as

possible. A large number of sections are completed already within the most recent PEA for RP2.O and

are within BFS level of study accuracy.



3.3 Schedule and Contract Duration

A project schedule outlining items for the study is attached.

3.4 Personnel and Supervision

Trevali requires that a complete list and CV’s of the intended study team be submitted with the tender for

review.

4 Conditions of Work

4.1 Quality of Work

The Consultant will be held accountable to accomplish all tasks to Owner’s standards and

specifications. Any work that has to be re-done as a result of poor quality of work will be done

at the Consultant’s cost; deductions will be made if an impact to the schedule is directly related

to poor work quality.

4.2 Considerations for Site Work

4.2.1 Site Induction and Safety

All the Consultant’s site employees will receive a 1/2 day safety induction; appropriate documents will

be signed by each of these employees to acknowledge that they understand and will abide by all site safety

rules/policies and regulations. The cost of personnel receiving the induction will be at the Consultant’s

expense.

The Consultant and Sub-Consultants must abide

4.2.2 Mandatory PPE

Mandatory PPE is required to be supplied by the Owner to each of their site employees:

• CSA approved steel toe boots

• Safety glasses with side shields

• Coveralls with reflective striping on arms, legs, back & chest (no laundering on site)

• Reflective vest

• CSA approved hard hat

• Work gloves

• Hearing protection (as needed)

• Any other PPE required to complete the work safely



4.3 Other Considerations

The Consultant shall reimburse the Owner for any damages incurred to the Owner’s property if the

Consultant or Sub-Consultant are found responsible for that damage either through abuse or from

procedures not being followed.

5 Tender Submissions

5.1 Owner’s Rights

The Owner reserves the right to accept any tender and not necessarily the lowest tender and to reject

any or all tenders.

5.2 Bond Requirements

Not Applicable

6 Contract Award

6.1 Notification of Acceptance

Commitment shall not be made by the Owner in respect of the tender until such time as the

Consultant receives written notification of acceptance by the Owner.

6.2 Submission of Invoices

The Consultant will submit a monthly invoice for work performed in the previous month. The invoice

should clearly state the distribution of hours by activity and by consulting employee.

6.3 Payment

The consultant will be paid within the terms identified in appendix A based on work performed monthly

within the scope. Any out of scope work performed must be approved by Trevali prior to performing the

additional scope.

7 Examination of Tender Documents

The Consultant shall, before submitting a tender, carefully examine the tender documents to confirm

that all conditions and the scope of work for the project have been addressed in the tender submission.

8 Insurance

The Consultant must have proof of insurance included in the proposal.



9 Taxation

The Harmonized Sales Tax shall not be included in the actual tender of this Contract. This tax however

must be included on invoicing as applicable in Namibia

10 Sub-Consultants

The Consultant shall list in the tender the name of each Sub-Consultant proposed for use of any

portion of the work. The successful Consultant shall be responsible for the administration of any

subdivision of work to any Sub-Consultant and ensure that the scope of work is conducted to the

satisfaction of the Owner. Prior to any Sub-Consultant commencing work, approval is to be

obtained from the Owner.

11 Consultants Workforce

The Consultant shall employ only qualified personnel on this project. Trevali reserves the right to

reject any employees that it does not see as satisfactory.

12 Funds Used

All sums and unit rates quoted in the Tender shall be in USD.

13 Tender Submittal

See document introduction.

14 Site Visit

A site visit will be scheduled with the successful consultant(s) upon issuing of a PO for the study work.

This will be schedule for 1 week and will include a project kick off, as well as full review of scope and

introductions to teams. In addition, full tours will be given to bring team members up to speed. Please

include the cost of this site visit in the tender document.

15 Deadline for Submission

The deadline for submission for RFQ-RP2.O2019-001 is Feb 11/2019.

mailto:See

Appendix A Trevali Standard Terms and Conditions

Contract for Recurring Work

Trevali Mining Ltd.

[Insert name of Consultant]

Contract Number C-XXXX-20XX

Title: [insert contract title]

Version: Draft/final

Date: [insert date]

Prepared by: [insert name]

1. Interpretation .................................................................................................. 21

2. Engagement ................................................................................................... 23

3. Nature of Relationship ................................................................................... 23

4. Representatives ............................................................................................. 23

5. The Site ........................................................................................................... 24

6. Concurrent Work on Site ............................................................................... 25

7. Safety Obligations (Sanitary and Medical Requirements) .......................... 25

8. Protection of Work ......................................................................................... 26

9. Environmental Requirements ....................................................................... 26

10. Cleaning Up .................................................................................................... 27

11. Subcontracts .................................................................................................. 27

12. Supervision .................................................................................................... 28

13. Equipment, Employees and Methods of Work ............................................ 28

14. Reporting Obligations ................................................................................... 28

15. Scope of Work ................................................................................................ 29

16. Variations (Changes in Work) ........................................................................ 30

17. Changed Conditions ...................................................................................... 30

18. Ownership of Work ........................................................................................ 30

19. Possession Prior to Completion................................................................... 31

20. Consultant’s Obligations .............................................................................. 31

21. Commencement and Completion of Work ................................................... 31

22. Meetings ......................................................................................................... 31

23. Time ................................................................................................................ 32

24. Delays and Extensions .................................................................................. 32

25. Suspension of Work ...................................................................................... 33

26. Payment for Work .......................................................................................... 33

27. Acceptance Final Payment and Release ...................................................... 34

28. Permits and Taxes ......................................................................................... 34

29. Guarantee ....................................................................................................... 35

30. Warranties and Acknowledgement (Inspection) ............................................ 35

31. Indemnities ..................................................................................................... 35

32. Patents ............................................................................................................ 36

33. Insurance ........................................................................................................ 36

34. No Liens .......................................................................................................... 39

35. Termination of Contract by Owner ............................................................... 39

36. Termination of Contract by Consultant ....................................................... 41

37. Dispute Resolution/Arbitration ..................................................................... 41

38. Media Release and Confidentiality ............................................................... 42

39. Notices ............................................................................................................ 43

40. Assignment .................................................................................................... 44

41. Waiver of Breach............................................................................................ 44

42. Governing Law ............................................................................................... 44

43. Language ........................................................................................................ 44

Schedule 1 – Additional Conditions ................................................................... 44

Schedule 2 – Scope of Work ............................................................................... 45

Schedule 3 – Drawing & Specifications ............................................................. 46

Schedule 4 - Payment Schedule ......................................................................... 47

Schedule 5 –Key Performance Indicator’s ........................................................ 48

PARTICULARS

Summary of Contractual Terms

Owner Name:

Address:

Phone:

Fax:

Email:

Owner’s

Representativ

e :

Trevali Mining Ltd.

9361 Highway 180

Bathurst, New Brunswick Canada E2A 3Z1

(506) 312-2242

(506) 545-6402

[email protected]

Jeremy Ouellette

Consultant Name:

Address:

Phone:

Fax:

Email:

Consultant’s

Representative:

[insert Name of Consultant]

[insert address]

[insert #]

[insert #]

[insert email]

[insert name of Consultant’s Representative] (or a

replacement appointed under clause 4.2)

Commencement

Date of the

Work

(Schedule 2)

[insert Commencement Date]

Work

(Schedule 2)

The Work comprises all work to be carried out under the Contract, including

[insert description of the Scope of Work] as set out in Schedule 2.

Term

(Schedule 2)

[insert the fixed term for the Work]

Time for

notice

extension

(clause 23.2)

The time for providing notice in accordance with clause 23.2 is at least [insert

time period] days prior to the end of the current Term.

Extension

Period

(clause 23.2)

[insert period in months, or if there are multiple periods, (for example, 2

periods of 12 months each) insert each period in months]

Note: This is the maximum period of time by which the Term can be extended

each time you give a notice extending the current Term.

Maximum

Extension

Period

(clause 23.2)

[insert maximum extension to the Term in months]

Note: This is the maximum period of time by which the Term can be extended

in total. For example, you may specify each Extension Period cannot exceed

one year, with the Maximum Extension Period being a total of two years.

Location for

purposes of

Business Day

definition

(clause 1.2)

Rosh Pinah Mine, Rosh Pinah, Namibia

Time for

payment

(clause 26)

Time for payment in accordance with clause 26 is 45 days within receipt of

invoice, subject to a 10% holdback.

Insurances

(clause 33.)

Automobile liability:

Commercial General liability:

$2,000,000

$5,000,000

Note: See also clause 33. for insurance requirements

Executive

officers for

referring

disputes

(clause 37.)

Owner:

Consultant:

[insert name]

[insert position]

[insert name]

[insert position]

Site

(clause 5,

Schedule 2)

Work Area

(Schedule 2)

[specify the location on the Site where the Work will be performed and if

appropriate include a map of the Work Area in Schedule 2]

GENERAL TERMS AND CONDITIONS

1. INTERPRETATION

1.1 Definitions

In addition to the defined terms contained in the Contract, the following terms and expressions

shall have the following meanings:

‘Accompanied worker’ means all personnel who have not completed a full Owner’s site

induction, but are required to enter the Site for purposes of performing minor works such as

measurement, testing, supervision of installation and commissioning or monitoring;

‘Authority’ or ‘Authorities’ means applicable municipal, Canadian federal or provincial

governmental authorities, boards, tribunals or agencies;

‘Business Day’ means any day other than a Saturday, Sunday or statuary holiday at the location

referred to in the Particulars;

‘Contract’ means the executed Agreement between the Consultant and the Owner, including

these: Instructions to Bidders , Scope of Work, Schedule of Prices, Declaration, General Terms &

Conditions, Plans & Specifications and any modifications made thereto after the date of the

Contract;

‘Consultant’ means [insert name of firm hired to do Work] responsible for any portion of the

Work;

‘Drawings and Specifications’ means those drawings and specifications included under Schedule

3 of the Contract;

‘Force Majeure Event’ is any event or circumstance or combination of events and circumstances

which:

(a) is beyond the control of the party affected by that event or circumstance;

(b) causes or results in delay in, or prevention of, the performance by the

affected party of any of its obligations under this Contract; and

(c) cannot be or would not have been prevented, overcome or remedied by the

exercise by the affected party of a standard of care and diligence consistent

with that of a professional Consultant experienced in projects or activities

of a similar nature to the Work (as the case may be), including:

(i) a strike or industrial dispute which:

(A) has as its result or intent a national or statewide application;

and

(B) affects the Work,

but which was not caused directly or indirectly by the Consultant or its Sub-

Consultants or suppliers; and,

(ii) floods, cyclones and forest fires,

but does not include:

(iii) other industrial-related disputes including strikes, lockouts,

industrial difficulties, labour difficulties, work bans, blockades or

picketing;

(iv) a lack of, or shortage of, or increase in the costs of resources or skills

which affect the Consultant or the Work;

(v) any Change in Law;

(vi) for Force Majeure Events affecting the Consultant, delays caused by

its sub Consultants or suppliers.

‘Indemnified Parties’ are the Owner and Trevali Mining Corporation, and their respective

directors, officers, employees and agents, including the Owner’s Representative (and, where

applicable, the Owner holds the benefit of the indemnity on behalf of its officers, employees,

agents and the Owner’s Representative);

‘KPI’ means Key Performance Indicator, being a measureable value that demonstrates how

effectively a company is achieving key business objectives, as detailed under Schedule 5 of the

Contract;

‘Liens’ means all encumbrances, charges or liens of any nature whatsoever, relating to the Work;

‘Owner’ means Trevali Mining Ltd. or its duly authorized representative(s);

‘Particulars’ means the salient provisions and terms of this Contract summarized at the front end;

‘Scope of Work’ means the scope of work detailed under Schedule 2 of the Contract;

‘Site’ means the area on which Work is to be performed;

‘Sub Consultant’ means any Consultant engaged by the Consultant or its agents to carry out any

portion of the Work; and

‘Work’ means all or any part of the work or services expressly or implicitly to be carried out

under the Contract, including those detailed within the Scope of Work, and, as the context

requires, includes all labour, materials, equipment, tools, machinery and all matters and services

which are necessary to be performed or provided by the Consultant in order to complete the

Contract.

1.2 Business Days

If the day on or by which a person must do something under this Contract is not a Business

Day the person must do it on or by the next Business Day.

1.3 Contract Comprises

(a) The terms and conditions of the Agreement, including the Site Procedures,

are incorporated by reference in, and are taken to be part of, this Contract.

(b) In the event of any inconsistency between any of the following documents,

they take precedence over each other in the following descending order:

(i) Schedule 1, Additional Conditions to this Contract;

(ii) the General Terms and Conditions of this Contract;

(iii) Schedules 4 to 5 to this Contract (and the documents and materials

referred to therein) in the order in which they appear;

(iv) Schedules 2 to 3 to this Contract (and the documents and materials

referred to therein) in the order in which they appear;

(v) any additional schedules or annexures to the Contract; and,

(vi) the documents comprising the Site Procedures.

2. ENGAGEMENT

2.1 Fundamental obligations

(a) The Consultant must provide the Work to the Owner on the terms set out in

this Contract.

(b) The Owner must pay for the Work in accordance with this Contract.

2.2 Prior commencement

This Contract applies to the Work, whether they are undertaken before, on or after the

Commencement Date of the Work of this Contract.

3. NATURE OF RELATIONSHIP

3.1 Independent Consultant

The Consultant is engaged as an independent Consultant. Nothing in this Contract constitutes the

Consultant as an employee, agent, partner or joint venture of the Owner.

3.2 No Authority

(a) The Consultant acknowledges and agrees that it has no authority to agree to

any obligation on behalf of the Owner except with the prior express written

consent of the Owner.

(b) The Consultant must not engage in any negotiations or discussions with any

Authority or any other third party on behalf of the Owner except with the

prior express written consent of the Owner.

4. REPRESENTATIVES

4.1 Owner’s Representative

(a) The Owner’s Representative:

(i) has authority to act on behalf of the Owner for all purposes in

connection with this Contract except for the purposes of:

(A) termination of the Contract, whether pursuant to clause 35.1

or clause 35.4;

(B) the resolution of disputes pursuant to clause 37.1;

(C) waiver of any rights that the owner may have under the

Contract or at law; and

(D) authorising variations other than as provided pursuant to

clause 16;

(ii) will carry out his or her functions under this Contract as the agent of

the Owner (and not as an independent certifier, assessor or valuer);

(iii) must, when valuing claims, arrive at a reasonable measure of work

and time; and

(iv) may delegate any of his or her functions under this Contract to a

nominee.

(b) The Owner must promptly inform the Consultant in writing of:

(i) any appointment of a new Owner’s Representative; and,

(ii) any delegation by the Owner’s Representative of his or her functions

under this Contract to a nominee, and the extent and the scope of

that delegation.

4.2 Consultant’s Representative

(a) The Consultant’s Representative has authority to act on behalf of the

Consultant for all purposes in connection with this Contract.

(b) The Consultant must promptly inform the Owner in writing of any

appointment of a new Consultant’s Representative.

(c) The Consultant’s Representative must liaise with, and report to, the Owner’s

Representative on all aspects of the Work.

5. THE SITE

5.1 Access to the Work Area

The Consultant will not have exclusive access to the Work Area and must not disrupt any

activities of the Owner and its Consultants, employees, agents and invitees at or in the vicinity of

the Work Area. The Consultant must comply with the directions of the Owner’s Representative in

relation to access to the Work Area.

5.2 Responsibility of Care of the Work Area

It is understood and agreed that the Consultant has satisfied itself as to the nature, extent and

location of the Work, the conformation of the ground, the character of equipment and facilities

needed preliminary to and during the execution of the Work and to the extent practicable in the

circumstances, the character, quality and quantity of the subsurface materials and structures to be

encountered and all other matters which may affect the Work. Subject to clause 17, the Consultant

assumes all risks of conditions now existing or arising in the course of the Work which might or

could make the Work more expensive or more onerous to complete than was contemplated or

known when the Contract was signed.

5.3 Handling and Storage

The Consultant shall confine its plant, materials and operation to the Work Area indicated by the

Owner.

6. CONCURRENT WORK ON SITE

6.1 If the Consultant be delayed by an act or neglect of the Owner, the Consultant shall

give prompt notice to the Owner.

6.2 Should any part of the Work depend for its proper execution or result upon the Work

of the Owner or of others, the Consultant shall give prompt notice to the Owner of

any defects or delay in such work as may interfere with the proper execution of the

Work. Should the Consultant fail to so report, it shall have no claim against the

Owner by reason of the defective or unfinished work of others, except as to latent

defects not reasonably noticeable by inspection.

6.3 The Owner, its agents, employees and Consultants shall at all times and for any

purposes, including performing specific items of work, have access to the Work

Area, the Site and the premises used by the Consultant free of charges and the

Consultant shall provide safe and proper facilities therefore.

6.4 The Consultant and its Sub Consultants, if any, shall cooperate with the Owner and

other Consultants on the Site and shall so carry on their Work that other Consultants

and the Owner shall not be hindered, delayed or interfered within the progress of

their Work. In particular, the Consultant shall be responsible for ensuring the

coordination of the Work with other work being conducted on the Site so that the

Work connects properly with such other work and so that there shall not be any

discrepancies when all work on the Site is completed.

6.5 The Owner shall endeavour to avoid labour disputes or other disputes on the project

arising from the work of other Consultants.

7. SAFETY OBLIGATIONS (SANITARY AND MEDICAL

REQUIREMENTS)

7.1 The Consultant (and its Sub Consultants), employees and agents shall be

responsible for and carry out promptly and fully the safety, sanitary, and medical

requirements as stated herein, as prescribed by law or regulation, or as may from

time to time be prescribed by the Owner, to the end that the safety and health of all

personnel on the Site are protected.

7.2 The Consultant shall stress safe practices by its employees in all phases of the Work

and shall provide and enforce the use, by its employees and all others on the Site,

of such hard hats, guards, goggles, belts, gloves, lamps, safety glasses, boots, ear

protection devices and other safety and health devices as may be required by

government regulations or by the Owner or be appropriate or advisable in the

circumstances.

7.3 It is expected that the Consultant will provide training to employees in and follow

a safety program such as the Neil George 5 Point Safety Program. All employees

will be qualified to perform assigned tasks and be trained in the safe performance

of assigned work and equipment procedures. The Consultant must at all times, at

its own cost, ensure that it takes all necessary precautions for the safety of all

persons at or in the vicinity of the Site including the Owner’s personnel, Consultants

and agents, the Consultant’s personnel, Consultants and agents and their respective

invitees and members of the public.

7.4 The Consultant is responsible for the health and safety at all times of the

Consultant’s personnel working or attending at the Site, the Work Area or any

workplace under the Consultant’s control in connection with the performance of the

Work. The Consultant’s responsibility for safety of the Consultant’s personnel is

not affected in any way by any supervision, oversight, direction or assistance

provided by the Owner in relation to the performance of the Work.

7.5 The Consultant must ensure that the Work is carried out in a safe manner in

accordance with applicable laws.

7.6 When on Site, the Consultant must ensure that the Work is carried out in a safe

manner in accordance with the Owner’s policies and procedures.

7.7 The Consultant must comply with all directions of the Owner`s Representative in

relation to health and safety.

8. PROTECTION OF WORK

8.1 The Consultant shall protect its Work and materials from damage due to the nature

of the Work, the carelessness of others, fire, or any other cause whatsoever, until

the completion and acceptance of the Work by the Owner.

8.2 Should any act or omission on the part of the Consultant result in damage or

disrepair to Work or property of other Consultants or the Owner, the Consultant

shall repair or replace such damaged property at its own expense to the satisfaction

of the Owner.

9. ENVIRONMENTAL REQUIREMENTS

9.1 The Consultant must:

(a) comply with all requirements of applicable laws and this Contract for the

protection of the environment;

(b) perform the Work in accordance with the Owner’s environmental policies

and procedures and all applicable environmental licences, including any

Environmental Protection Act licences; and

(c) perform the Work in a manner so as to prevent contamination of the Site

and its surroundings.

9.2 The Consultant is responsible for, and must make good, any damage to the

environment caused by the performance of the Work (including any contamination

of the Site or its surroundings).

9.3 The Consultant must:

(a) notify the Owner’s Representative of any contamination of the Site or its

surroundings, regardless of who caused such contamination, and any

complaint made by the public;

(b) clean up any contamination of the Site and its surroundings caused as a

consequence of the performance of the Work or the actions or inactions of

the Consultant, its sub Consultants or their respective employees or agents;

and

(c) comply with all directions of the Owner’s Representative and any Authority

regarding cleaning up any contamination.

10. CLEANING UP

10.1 During the progress of the Work, the Consultant shall keep the area(s) of the Site

occupied by it in a neat, clean and sanitary condition and free from accumulation of

waste and rubbish. On the completion of any portion of the Work, and before

acceptance, at its own expense the Consultant shall promptly remove all of its

equipment, temporary structures and surplus construction materials. Upon

completion of the Work, the Consultant shall, before acceptance, at its own expense,

satisfactorily dispose of or remove from the Site, all plant, rubbish, unused material

and other equipment and material belonging to it or used under its direction during

the progress of the Work and shall leave the Site in a neat and clean condition.

Waste oils, lubricants, greases and other chemical wastes and other materials must

be disposed of in compliance with all applicable environmental legislation. In the

event the Consultant should fail to do any of the foregoing, the same may be

removed and disposed of by the Owner at the Consultant’s expense.

11. SUBCONTRACTS

11.1 The Consultant shall not employ any Sub Consultant to whom the Owner may

reasonably object and the Consultant shall notify the Owner, in advance and in

writing, of all Sub Consultants it proposes to engage to carry out any significant

part of the Work.

11.2 No subcontract shall relieve the Consultant of any of its liabilities or obligations

under this Contract and the Consultant agrees that it shall be fully responsible to the

Owner for the acts and omissions of its Sub Consultant and of persons either directly

or indirectly employed by either of them. The Consultant’s agreement with any Sub

Consultant shall contain a covenant wherein the latter shall expressly agree to be

bound by the terms of this Contract, including these General Terms and Conditions,

and the Drawings and Specifications insofar as they are applicable.

12. SUPERVISION

12.1 The Consultant shall keep on the Work Area at all times during the progress of the

Work a competent supervisor who shall represent the Consultant and all directions

given to him shall be as binding as if given to the Consultant Representative.

13. EQUIPMENT, EMPLOYEES AND METHODS OF WORK

13.1 As far as it is consistent with the nature of the Work, the results to be attained and

the specific provisions of the Contract, the order and method of completing the

Work will be left to the discretion of the Consultant, with whom the responsibility

for such order and method shall rest. Notwithstanding the foregoing, the order and

method of completing the Work shall be such as to assure safety, satisfactory quality

and timely and economic completion of the Work within the time specified in the

Contract.

13.2 The Consultant specifically warrants and represents that, in performing this

Contract and its obligations hereunder, its status is and shall be that of an

independent Consultant and that its employees and agents are not employees of the

Owner for any purpose.

13.3 The Consultant must provide experienced and skilled personnel to perform the

Work in accordance with its obligations under this Contract; and ensure that all

Work is performed under the supervision of appropriately qualified and

experienced personnel.

13.4 The Owner’s Representative may direct the Consultant to remove from any activity

connected with the Work, any person engaged by the Consultant or its agents in

connection with the Work who, in the opinion of the Owner’s Representative: is

guilty of misconduct or is incompetent or negligent; has contravened any applicable

law, site procedures or rules of the Owner or any Authority on safety or safe

working procedures; or is otherwise interfering with the safe and orderly progress

of the Work. The Consultant must comply with a direction made under clause 13.4

within the time specified by the Owner’s Representative.

13.5 The Consultant’s responsibility for the performance of the Work and performance

of its personnel is not altered in any way by this clause 13 or by anything done in

accordance with this clause 13.

14. REPORTING OBLIGATIONS

14.1 Reporting Obligations

The Consultant must, within 2 Business Days of a request by the Owner’s Representative,

provide a written report to the Owner’s Representative, in a form approved by the Owner’s

Representative, setting out:

(a) the progress of the performance of the Work against the Program;

(b) details of any activity which are behind the progress required by the

Program;

(c) strategies implemented or proposed to overcome problems and delays in the

performance of the Work;

(d) the average number of Consultant and Sub Consultant’s employees or

agents on the site for that month;

(e) the number of First Nations people employed during the period;

(f) any foreseen delays in future activities on the Program;

(g) a summary of all variations;

(h) the status of all activities on which work is being undertaken;

(i) details of all Sub Consultants currently engaged or proposed to be engaged

by the Consultant;

(j) details of all safety related issues which include the following:

(i) any incident of occupational diseases;

(ii) total number of first aid incidents;

(iii) the total number of cases requiring medical treatment;

(iv) the total number of causes causing loss of time of one or more full

shift, subsequent to the incident;

(v) duration of lost time injuries;

(vi) total number of near misses; and

(vii) any other information required by the Owner’s Representative.

(k) details of any environmental related issues;

(l) any other matters required by the Owner’s Representative.

15. SCOPE OF WORK

15.1 Materials and Workmanship

Unless Schedule 2, 3 or 4 provide otherwise, all equipment and materials to be used by the

Consultant in the Work are to be of good condition and of the most suitable grade of their

respective kinds for the purpose, and all workmanship shall be performed competently and

professionally, with the care and skill that can be expected of a professional Consultant or

Consultant experienced in projects or activities of the type similar to the Work. Drawings

and prints in detail of equipment or fabricated materials entering into permanent

construction which are required to be furnished by the Consultant shall be submitted to the

Owner by the Consultant for approval and will become the property of the Owner. Such

approval shall not, however, operate to waive or modify any provision or requirement

contained in the Drawings and Specifications.

16. VARIATIONS (CHANGES IN WORK)

16.1 Except as required to respond to emergencies endangering life or property, and

except for minor changes which do not involve extra costs, no extra work or

changes in the Work will be conducted nor shall the Consultant make any

alterations or variations in, or deviations or omissions from, the Work, without the

written consent of the Owner.

16.2 The Owner may correct any errors or make any revisions or changes in the

Drawings and Specifications and may request the Consultant to perform extra work

or make changes within the general Scope of Work. The Consultant acknowledges

that the Drawings and Specifications may be revised or changed from time to time

as the Work progresses. If the Consultant considers that any decision or instruction

of the Owner is at variance with the Contract or involves changes in Work already

built, fixed, ordered or in hand in excess of the Contract, it shall notify the Owner

before proceeding to carry out such instructions. If the Owner and the Consultant

fail to agree as to such excess or errors and the Owner decides to carry out such

disputed work, the Consultant shall proceed in accordance with such decision. The

Consultant shall perform such extra Work or make such changes as are directed in

written change orders approved and issued by the Owner. If the extra Work or

change causes an increase (or decrease) in the amount due under this Contract such

increase (or decrease) in compensation will be determined in the case of an increase,

by estimate and acceptance of a lump sum plus a percentage or at cost plus a fixed

fee. If the increase (or decrease) in compensation shall not be agreed upon by the

Consultant and Owner, such increase (or decrease) shall be determined by

arbitration under clause 37 as shall any dispute as to whether the changed Work

shall increase (or decrease) the compensation due to the Consultant hereunder. In

case of additional Work to be paid for at cost, the Consultant shall keep the present,

in such form as the Owner may reasonably require a correct account of the net cost

of labour and materials, together with vouchers.

17. CHANGED CONDITIONS

17.1 The Consultant shall promptly, and without disturbing conditions, notify the Owner

of any latent physical subsurface conditions at the Site differing materially from

those indicated on Schedule 2. The Owner will promptly investigate and, if the

Owner finds that such changed conditions do so materially differ and cause increase

or decrease in the cost of, or the time required for, performance of the Work, an

adjustment will be made by the Owner as provided in clause 16.

17.2 Any claim of the Consultant hereunder will not be allowed unless it has given notice

as above required. If the parties fail to agree on the adjustment to be made, the

dispute will be determined by arbitration under clause 37.

18. OWNERSHIP OF WORK

18.1 The Work and every part thereof delivered to the Owner or erected on the Site shall

immediately thereafter vest in and be the property of the Owner, but shall

nevertheless be at the Consultant’s risk until the final completion and acceptance of

the entire Work by the Owner for all risks.

19. POSSESSION PRIOR TO COMPLETION

19.1 The Owner shall have the right to take possession of or use any completed or

partially completed portion of the Work, and such possession or use shall not be

deemed an acceptance of the Work, nor shall it relieve the Consultant of any of its

subsequent responsibilities under the Contract, except that the Owner will be

responsible for any damage to or loss of such Work unless occasioned by some

negligent act or omission of the Consultant, its Sub-Consultants or their respective

employees or agents.

20. CONSULTANT’S OBLIGATIONS

20.1 The Consultant shall at all times observe and comply with all such federal,

provincial, municipal and local laws, ordinances, regulations, codes, rules, orders

and decrees in effect before completion of this Contract and shall protect and

indemnify the Owner, its directors, officers, shareholders and agents against loss,

damage, claims, demand, lien, action or suit, charge or expense, fine or penalty

(including legal and other professional fees) arising from or based on the violation

of any such law, ordinance, regulation, code, rule, order or decree, whether by it,

its Sub-Consultants or their employees or agents.

21. COMMENCEMENT AND COMPLETION OF WORK

21.1 The Consultant will be required to commence Work immediately upon execution

of the Contract, to diligently and expeditiously perform the Work with diligence

and energy and to complete the Work within the time as specified in Schedule 2.

The time stated for completion shall include final clean-up of the Work.

21.2 The Consultant shall follow weekly schedules as determined jointly by the Owner

and the Consultant.

21.3 If at any time it appears to the Owner that the Work or any part thereof will not be

completed by the completion date specified by Schedule 2, then regardless of

whether or not delayed completion is, or would be, excusable on the part of the

Consultant and/or subject to clause 24, and without prejudice to any other right or

remedies which the Owner may have under the Contract, the Owner may, at its

option cause the Work to be completed on or before the said completion date by

requiring the Consultant to place on the job such additional personnel and

equipment as will, in opinion of the Owner, be necessary to complete the Work on

or before the said completion date. In such event, the Owner shall reimburse the

Consultant for the overtime portion of any labour costs or shift differential which

may be required to accelerate the Work and in addition an amount, if any, to cover

any unusual increased costs occasioned by the Consultant under the circumstances,

unless the reason for the delayed completion is primarily attributable to the

Consultant, in which case no additional payment will be made by the Owner.

22. MEETINGS

22.1 The Consultant is to have the Consultant’s Representative, the Consultant’s ‘key’

field representatives and those representatives of its Sub-Consultants attend a pre-

mobilization meeting convened, conducted and documented by the Owner.

22.2 The Owner, at its discretion, will convene, conduct and document weekly progress

meetings for the duration of the Contract period. Both parties are to sign off on the

weekly planned schedules and are accountable to ensure plans are followed.

22.3 The Consultant must ensure that the progress meetings are attended by the

Consultant’s Representative, who is empowered to act on its behalf. Sub-

Consultant’s representatives may be invited to attend progress meetings.

23. TIME

23.1 Provision of the Work

The Consultant must perform the Work from the Commencement Date for the Term in

accordance with the instructions of the Owner’s Representative.

23.2 Extension to the Term

(a) The Owner may elect to extend the Term by written notice to the Consultant.

The Owner will provide written notice to the Consultant by the time for notice

of extension specified in the Particulars.

(b) If the Owner elects to extend the Term in accordance with clause 24:

(i) the Term will be extended by the length of time specified in the notice,

which must not exceed the Extension Period;

(ii) the terms and conditions of the Contract will apply during the extended

Term;

(iii) the Contract Price under Schedule 4 will continue to apply during the

extended Term unless Schedule 4 provides otherwise; and

(iv) the security provided under the Contract, if any, will continue to be held

during the extended Term.

(c) The Owner may extend the Term, in aggregate, by no more than the

Maximum Extension Period.

(d) Based on KPI performance on a monthly basis, extensions to the contract

may be awarded based on meeting and exceeding targets as agreed upon

between Owner and Consultant.

24. DELAYS AND EXTENSIONS

24.1 Neither the Consultant nor the Owner shall be liable to the other for damages for

breach of this Contract caused by anything reasonably beyond the control of such

party, including, without limitation, war, strike, lockout, accident, riot, fire,

explosion, lawful authorities or acts of God. If the cause of delay was beyond the

control of the Consultant and was not reasonably ascertainable by the Consultant at

the time this Contract was entered into (as contemplated in Schedule 2), the time

for performance of the Work which has been delayed thereby shall be extended for

a commensurate period of time.

25. SUSPENSION OF WORK

25.1 The Owner may from time to time and for such period as it may deem expedient,

delay or suspend, in whole or in part, the Work. Should any such delay or

suspension of the Work unreasonably limit the time for the completion of the Work,

within the time specified by the Contract, the Owner will allow such additional time

as may be sufficient, for completion of the Work as may be appropriate in the

circumstances.

25.2 No such delay or suspension shall vitiate or void this Contract, or any part hereof,

or any security or obligation for the performance thereof unless any delay(s) or

suspension(s) exceed an aggregate period of 30 days, in which case, should the

Consultant so elect, the provisions of clause 27.2 shall apply, mutatis mutandis.

Upon the Consultant receiving notice from the Owner requiring it to resume the

Work, it shall at once resume the Work and diligently proceed with the same.

26. PAYMENT FOR WORK

26.1 The Consultant will render to the Owner, twice monthly, on the 15th day of and at

the end of the month, invoices for Work done and any other charges. Customer

aging will commence on receipt date of the invoice only. Invoices shall be based on

advance or completion forms certified by the Owner and shall also have attached

the supported payroll and other applicable documents which, before being paid,

shall have been inspected and approved by the Owner. The Owner agrees to pay the

Consultant’s invoices within forty-five (45) of receipt of the invoice, subject to a

10% holdback. The aggregate holdback will be released sixty (60) days after final

acceptance of the Work by the Owner, subject to and as contemplated in clause 27.

26.2 Payment may be withheld or reduced if the Consultant shall not have shown to the

Owner, and the Owner shall have the right at all times to demand satisfactory

evidence, that all charges and assessments due in respect of the Work have been

fully paid and that all materials furnished, Work done is free and clear of any Liens.

26.3 The Owner may withhold payment to such extent as may be necessary to protect

the Owner from loss on account of:

(a) Defective or damaged Work not remedied;

(b) Liens or;

(c) Failure of the Consultant to perform any of its obligations under this

Contract including, but not limited to, deviance from time schedule

established under clause 21.1 and 21.2.

26.4 At all times the Consultant shall keep full and complete record of all Work

performed, expenditures made and costs incurred by it in connection therewith with

respect to which it may be entitled to payment or reimbursement by the Owner.

Such records shall at all reasonable times be open to inspection, audit, and copying

by the Owner at the site of the Work prior to the final acceptance of the Work by

the Owner and shall continue to be reasonably available elsewhere in New

Brunswick to the Owner for inspection, audit and copying for a period of two years

following final acceptances of the Work by the Owner.

26.5 Payments will be subject to approval for payment based upon a KPI structure with

penalties being enforced for not meeting safety, First Nations involvement and

production targets as set forth in Schedule 5. A percent discount may be deducted

from the pre-tax amount of the invoice if KPIs are/were not met on the monthly

plan as set forth in Schedule 5 and were in the control of the Consultant.

27. ACCEPTANCE FINAL PAYMENT AND RELEASE

27.1 When, in the reasonable opinion of the Owner, the Consultant shall have completely

performed all of the Work, the Owner will so certify and final acceptance and

payment will be made in accordance with the terms of this Contract; provided,

however, that before the Consultant receives payment from the Owner for the

completed Work, and if requested by the Owner, it shall furnish satisfactory

evidence that all Work performed and materials supplied are free and clear of all

Liens and potential Liens.

27.2 The Owner’s approval, and acceptance, will be based upon such final inspection as

necessary to establish that the Work shall have been completed according to the

Contract and in a workmanlike and satisfactory manner. The schedule established

under clause 21.2 must be adhered to and the Owner and the Consultant will sign

off on the interim schedule to approve the acceptance of the schedule and the

payment of holdback.

27.3 The acceptance by the Consultant of the final payment aforesaid shall operate as,

and shall be, a release to the Owner from all liabilities, obligations or Liens to the

Consultant for anything done or furnished for, or in relation to, the Work or for any

act or neglect of the Owner to or affecting the Work.

27.4 The acceptance and/or payment by the Owner of any completed portion of the Work

shall not relieve the Consultant of liability for loss or damage to such Work arising

out of its continuing other Work, nor shall it relieve the Consultant of its liability

under its guarantee provided in clause 29.

28. PERMITS AND TAXES

28.1 The Consultant shall secure and pay for all licences and permits which it may

require to comply fully with all laws, regulation, and ordinances of the applicable

Authorities in connection with the performance of the Work.

28.2 The Consultant shall pay all contributions, taxes and premiums payable under

federal, provincial, municipal and local laws measured upon the payroll of

employees engaged in the performance of Work and all applicable sales, excise,

transportation, privilege, occupational and other taxes and duties applicable to

materials furnished or Work performed hereunder.

28.3 All goods and services taxes, federal, provincial or harmonized sales taxes and any

other applicable taxes payable on articles or materials incorporated into the

permanent Work shall be responsibility of the Owner. The Consultant shall

maintain accurate records showing quantity, value, amount of tax paid and times of

the disposition concerned to enable the Owner, at a later date, to apply for such

refund of such taxes as may be payable. Any refund of taxes so obtained shall be

for the account of the Owner and a waiver of right to such refunds shall be furnished

by the Consultant to the Owner in writing.

29. GUARANTEE

29.1 The Consultant shall guarantee the Work for a period of two (2) years, or as

otherwise provided elsewhere in the Technical Specifications (if applicable), after

acceptance by the Owner of all Work. In addition to any other liability or obligation

the Consultant may have hereunder, or at law, the Consultant shall repair or replace

to the satisfaction of the Owner all Work that proves defective or deficient during

the performance of this Contract and for a period of two (2) years, or as otherwise

provided elsewhere in the Technical Specifications (if applicable).

30. WARRANTIES AND ACKNOWLEDGEMENT (INSPECTION)

30.1 All Work shall be subject to inspection by the Owner at any and all times. All

inspections will be carried out in such manner that the Work will not be delayed or

hindered unnecessarily.

30.2 The Owner will have the right to reject defective Work. Rejected work shall be

corrected satisfactorily by the Consultant without additional charges therefore.

30.3 Should it be considered necessary or advisable by the Owner at any time before

final acceptance of the entire Work to make an examination of Work already

completed by removing or tearing out same, the Consultant shall on request

promptly furnish all necessary facilities, labour and material for such purpose. If

such Work is found to be defective in any material respect, or if it is found that such

Work is not in the conformity with the Technical Specifications, the Consultant

shall be responsible for the entire expense of such examinations and of satisfactory

reconstruction. If, however, such Work is found to meet the foregoing requirements,

the Consultant will be paid therefore as provided in clause 27 for cost and labour,

equipment and material necessarily involved in the examination and replacement

and will, in addition, if completion of the Work has been delayed thereby, be

awarded a suitable extension of time on account of the additional Work involved.

30.4 Failure on the part of the Owner to discover or reject Work and materials furnished

by the Consultant which are defective or are not in accordance with the Technical

Specifications shall not be construed to imply an acceptance of such Work or

materials. Also payment or partial payment and/or entire or partial occupancy of

the work by the Owner shall not be construed to be an acceptance of the Work or

materials so as to relieve the Consultant from its obligations hereunder.

31. INDEMNITIES

31.1 The Consultant shall indemnify and hold harmless the Indemnified Parties from and

against any liability whatsoever for any loss, damage, claims, demand, lien, action

or suit, charge or expense, fine or penalty, including legal and other professional

fees, on account of injury to or the death of any person, damage to or loss of any

property, or any claim alleging patent, trademark or copyright infringement or

interference, any of which arises directly or indirectly from any negligent act, error,

or omission of, or from any failure to exercise reasonable care and diligence by, the

Consultant or any of its employees, agents, licensees or invitees in relation to the

performance of the Consultant’s obligations under the Consultant or otherwise in

connection with the Contract or the Work.

31.2 Notwithstanding the foregoing, it is agreed that the Consultant shall not be

responsible or liable for injuries and/or damages caused to the person or property

of an employee of the Owner, or to the property of the Owner and/or to the person

or property of third parties when the injury or damage is caused by the negligence

of an employee of the Owner or third party, in so far as such injury or damage is

not caused by the contributory negligence of the Consultant or its Sub-Consultant,

or their respective employees or agents. In the event of a claim being made or action

brought against the Owner before the completion of this Contract, or thereafter, the

Consultant shall be immediately notified.

31.3 The Consultant shall fully indemnify and hold harmless the Indemnified Parties and

against any and all Liens placed by Sub-Consultants working under the direction of

the Consultant.

31.4 The Consultant shall indemnify and hold the Indemnified Parties harmless from any

out-of- pocket costs incurred because of the Consultant’s failure to perform the

Work within the time specified in the Contract.

31.5 The Consultant shall indemnify the Indemnified Parties for the cost of replacement

or repair of facilities, equipment and supplies furnished by the Owner where

damage or loss is attributed to the negligence, misuse, carelessness and/or

recklessness of the Consultant or its Sub-Consultant, or their respective employees

or agents and, in this regard, the Consultant will supply adequate protection for the

Owner’s facilities, supplies and equipment in its care.

32. PATENTS

32.1 The Consultant shall avoid the inclusion in the Work of designs, processes and

equipment infringing applicable patents, copyrights or other proprietary rights.

33. INSURANCE

33.1 Prior to the commencement of the Work here under, the Consultant and each of its

Sub-Consultants, shall, at its own expense, take out, carry and maintain in full force

and effect, insurance coverage as described below with policies in form and

substance acceptable to the Owner and with limit not less than those specified.

(a) Evidence of compliance with all statutory requirements in respect of

Worker’s Compensation coverage in the jurisdiction where the Work is to

be performed.

(b) Commercial General Liability Insurance having a limit of at least

$5,000,000 (five million dollars) per occurrence for bodily injury and

property damage, including products and completed operations liability

(must be valid for 2 years from the completion of the Work), blanket

contractual liability, personal injury liability, broad form property damage,

(and explosion, collapse and underground hazards (XCU) coverage if

relevant to the Scope of Work). A sudden and accidental pollution liability

endorsement (Minimum IBC Form 2313) must be included under such

policy for Work which involve transportation and/or delivery of dangerous

goods (as such term is defined under the Transportation of Dangerous

Goods Act in Canada) or where the Scope of Work could cause an

unanticipated pollution event. Where the policy maintains a general

aggregate limit, it shall be not less than twice the occurrence

limit. Insurance meeting this requirement shall be provided on the most

currently available version of the IBC CGL form with the appropriate IBC

endorsements or equivalent. It is the Consultant’s option to meet the

required insurance limits by providing additional commercial umbrella

liability coverage following the form of commercial underlying CGL

policy, such that the required insurance limits are met. Employer’s Liability

is required to have a minimum of $1,000,000 (one million dollars) per

occurrence. If any watercrafts are to be used in carrying out the Work, the

policy shall include endorsement providing a claim ‘in rem’. The watercraft

exclusion shall also be deleted for watercraft exposure not covered by a

Protection & Indemnity policy.

(c) Business Automobile coverage with a limit of not less than $2,000,000 (two

million dollars) per accident. Coverage shall include any auto (whether

owned, non-owned, or hired). It is the Consultant’s option to meet the

required insurance limits by providing additional commercial umbrella

liability coverage following the form of commercial underlying automobile

policy, such that the required non-owned auto insurance limits are met.

33.2 Other Requirements

All insurance policies required above, provided and maintained by Consultant and each Sub-

Consultant, will be endorsed:

(a) to provide that they are primary for all purposes, without right of

contribution from any other insurance available to the Owner, and will

contain cross liability coverage via a separation of insureds clause;

(b) to include waivers of any right of subrogation of the insurers against the

Owner, its subsidiaries, affiliates, officers, directors, employees and Sub-

Consultants;

(c) to add Owner, its subsidiaries, affiliates, officers, directors and employees

as additional insureds, except for, employer’s liability, workers’

compensation, professional liability and auto liability policies;

(d) to notify the Owner in writing at least sixty (60) days prior to any material

change or cancellation thereof.

33.3 Certificates

Consultant will provide the Owner with certificate(s) of insurance and endorsements, satisfactory

to the Owner, evidencing all insurance required hereunder prior to commencement of the Work,

and replacement certificate(s) of insurance during the Term. Such certificate(s) will be on a

standard CSIO form. Each certificate will be signed by an authorized agent or representative of

the insurer. Consultant will provide Owner written notice prior to any cancellation of or material

change in the required insurance.

33.4 Originals

Owner at its sole discretion may require Consultant to submit the original or a certified copy of

Consultant’s insurance policies for inspection by Owner.

33.5 Waivers of Subrogation

All insurance required herein shall be written to protect Consultant against liability for damage,

loss or expense arising from damage to property or injury to or death of any person or persons

arising in any way out of, in connection with, or resulting from the Work. All policies not

required above, but owned by Consultant and applicable to the Work, will include waivers of any

right of subrogation of the insurers against Owner, its subsidiaries, affiliates, officers, directors,

employees and Sub-Consultants of all tiers. An example would be Consultant’s Equipment

Floater for equipment Consultant uses in the course of the Work.

33.6 Insurers Reasonably Acceptable to Owner

All insurance policies provided by Consultant shall be underwritten by insurers reasonably

acceptable to Owner and which are authorized to write insurance in the province(s) in which the

Work is to be performed.

33.7 Insurance no Limitation

Consultant’s compliance with the provisions of this section will not constitute a limitation of

Consultant’s liability for its acts or omissions or in any way limit, modify, or otherwise affect

Consultant’s indemnification obligation. The insolvency, bankruptcy, or failure of any insurance

company carrying insurance for Consultant, or failure of any such insurance company to pay

claims asserted, will not abrogate, waive or alter any of Consultant’s responsibilities or liabilities

hereunder.

33.8 Premiums

Consultant will pay promptly all premiums for insurance in strict accordance with the obligations

to its carrier or carriers such that Consultant at all times will have full insurance coverage as

herein provided. Any failure to comply with all of the provisions of this clause 33 by Consultant

or any of its insurance companies, or the insolvency, bankruptcy or failure of any such insurance

company will permit the Owner to suspend all Work and withhold all payment until compliance is

achieved or a solvent insurance company utilized. At the option of the Owner, the Owner may pay

any insurance premiums in order to achieve compliance for Consultant and deduct the amount of

the premiums, and all other costs incurred by the Owner in achieving compliance, from amounts

to be paid to Consultant.

33.9 Owner’s Right to provide Insurance

In the event that Consultant allows required insurance to terminate or allows such insurance to fall

below the standards specified herein, Owner reserves the right to provide such insurance with

premiums paid by Consultant. In the event that Owner assumes responsibility for this insurance

coverage, Owner will notify Consultant prior to commencement of such insurance coverage and,

on request, will provide Consultant with satisfactory evidence that such insurance is in full force

and effect. The deductible amount under this policy for any occurrence will be to Consultant’s

account, if claim is due to Consultant’s actions, unless due to the Owner’s sole negligence.

33.10 No Obligation to Review

Owner will not be obligated to review any of Consultant’s certificates of insurance, insurance

policies and/or endorsements or advise Consultant of any deficiencies in such documents, and any

receipt of copies or review by the Owner will not relieve Consultant from or be deemed a waiver

of the Owner’s right to insist on strict fulfilment of Consultant’s obligations.

34. NO LIENS

34.1 To protect the Owner’s property from Liens, the Consultant shall pay promptly for

all materials, equipment, and labour used on the Work, all taxes, duties, assessments

and costs in respect of the materials, equipment and labour used.

34.2 The Consultant undertakes and agrees to take all necessary and proper steps to

ensure that no valid Liens will be filed against the Work, the Site or the property of

the Owner or Trevali Mining Corporation. If notwithstanding the foregoing, any

such Lien shall be filed, the Consultant agrees that it shall, at its sole cost, proceed

with diligence to contest and have such Liens discharged.

35. TERMINATION OF CONTRACT BY OWNER

35.1 Should the Consultant at any time refuse or neglect to supply a sufficiency of

properly skilled workforce or materials of the proper quality or quantity, or fail in

any respect to complete the Work or any part thereof with promptness and diligence,

or fail in the performance schedule provided with the contract of any of the

agreements on its part contained herein, or become insolvent, the Owner shall have

the right at its sole discretion to terminate the Contract by giving written notice to

the Consultant within 15 days as regards all or any parts of the Work not therefore

completed. Such termination shall be effective in the manner specified and shall be

without prejudice to any claims which the Owner may have against the Consultant.

35.2 On receipt of such notice, the Consultant shall, unless the notice directs otherwise,

immediately discontinue the Work, but must, at the request of the Owner, clean up

the Site pursuant to clause 10 as though the Work was completed.

35.3 Upon such termination it is agreed that the Owner shall pay to the Consultant

compensation for, and only for, the portion of the Contract already performed,

including material costs but, for greater certainty, excluding any anticipated or

potential profit on uncompleted Work or any opportunity costs.

35.4 Termination for convenience, notwithstanding any other provision of this Contract:

(a) the Owner may at its sole discretion terminate this Contract by giving ten

(10) Business Days’ written notice to the Consultant; and

(b) the Consultant must:

(i) cease performing the Work within the time specified in the written

notice;

(ii) ensure that the Work Area is left in a safe condition and the Work

are properly secured;

(iii) hand over to the Owner all documentation; and

(iv) clean up the Site pursuant to clause 10 as though the Work was

completed;

(c) If for any reason a purported termination under clause 35.1 or clause 35.2

or at general law by the Owner is held to be ineffective, the purported

termination is not a breach or repudiation of this Contract and will be

deemed to have been effected under clause 35.4(a)

(d) If this Contract is terminated pursuant to clause 35.4(a), the Consultant may

submit a statement in a form approved by the Owner’s Representative

showing the Consultant’s opinion of the amount payable under clause 26.

(e) Within 10 Business Days of receipt of a statement provided in accordance

with clause 35.4(c), the Owner’s Representative must determine in writing

the amount payable as a consequence of termination under clause 35.4(a)

and issue it to the Consultant setting out that determination. The amount

payable is:

(i) the value of the Work performed by the Consultant excluding any

amounts which the Consultant has no entitlement;

(ii) the amount of any reimbursable expenses properly incurred by the

Consultant in accordance with clauses 21.3 or 26.4;

(iii) any amounts due from the Owner to the Consultant pursuant to this

Contract;

(iv) less the amounts already paid by the Owner to the Consultant in

relation to the Contract and the Work;

(v) less any amounts payable to the Consultant but not paid in relation

to the Work; and

(vi) less any money which is due or which may become due from the

Consultant to the Owner in respect of this Contract or the Work;

up to but not exceeding the Contract Price;

(f) Except as set out in clause 35.4(e), the Consultant has no entitlement,

including for any consequential costs, losses or damages as a consequence

of termination under clause 35.4(a).

36. TERMINATION OF CONTRACT BY CONSULTANT

36.1 In the event the Owner:

(a) Fails to pay any undisputed invoice or amount as contemplated in clause 27

within 14 days of receiving notice of default from the Consultant; or

(b) Fails to pay the Consultant any undisputed invoice or amount due within 14

days after the resolution of such dispute under the terms of this Contract.

the Consultant shall be entitled, without prejudice to any other of its right or remedies, to

terminate this Contract by giving 60 day’s prior notice in writing to the Owner.

36.2 In the event of such termination by the Consultant, the Owner shall pay to the

Consultant:

(a) compensation for the portion of this Contract already performed, including

material costs but, for greater certainty, excluding any anticipated or

potential profit on uncompleted Work or any opportunity costs;

(b) the cost of anything purchased or ordered for the Work which the Consultant

is legally liable to provide payment for (such materials or good becoming

the legal property of the Owner upon such payment made by it); and

36.3 The cost of demobilisation from site as a result of early contract termination by the

Consultant shall not be paid for by the Owner.

37. DISPUTE RESOLUTION/ARBITRATION

37.1 Dispute Resolution/Arbitration

Any dispute or difference between the parties hereto concerning this Contract (whether or not

specifically referred to herein as being subject to arbitration) which cannot be resolved or settled

by the said parties shall be settled by arbitration. Any arbitration to be carried out under this

Contract shall be subject to the following provisions, namely:

(a) The party desiring arbitration shall nominate one (1) arbitrator familiar with

the mining development business and shall notify the other party hereto of

such nomination. Such notice shall set forth a brief description of the matter

submitted for arbitration and, if appropriate, the paragraph hereof pursuant

to which such matter is so submitted. Such other party shall, within 15 days

after receiving such notice, nominate an arbitrator also familiar with the

mining development business and the two (2) arbitrators so selected shall

select a third arbitrator, such third to act as chairman of the arbitral tribunal,

of similar knowledge and/or background to act jointly with them. If said

arbitrators shall be unable to agree in the selection of such chairman, the

chairman shall be designed by the President or other officer of the Canadian

Institute of Mining and Metallurgy;

(b) The arbitration shall take place either in the City of Bathurst or another place

to be determined at the discretion of the chairman and the chairman shall fix

the time and place for the purpose of hearing such evidence and

representations as either of the parties may present and, subject to the

provisions hereof, the decision of the three (3) arbitrators or of any two (2)

of them in writing shall be binding upon the parties hereto both in respect

of procedure and the conduct of the parties during the proceedings and the

final determination of the issues therein. Said arbitrators shall be instructed

to render their decision as soon as possible and, in any event, to use their

reasonable best efforts to conduct the arbitration in such manner so as to be

able to render such decision within 30 days of the appointment of the third

arbitrator. Said arbitrators shall, after hearing any evidence and the

representations that the parties may submit, make their decision and reduce

the same to writing and deliver one (1) copy thereof to each of the parties

hereto. The majority of the arbitrators may determine any matters of

procedure for the arbitration not specified herein;

(c) if the party hereto receiving the notice of the nomination of an arbitrator by

the party desiring arbitration fails within 15 days to nominate an arbitrator,

then the arbitrator nominated by the party desiring arbitration may proceed

alone to determine the dispute in such manner and at such time as he thinks

shall fit;

(d) Notwithstanding the foregoing, any arbitration may be carried out by a

single arbitrator if the parties hereto so agree, in which event, the provision

of this paragraph shall apply, mutatis mutandis;

(e) The costs of the arbitration shall be borne by the parties hereto as may be

specified in the determination of the arbitrators; and

(f) The award of the arbitrator(s) should by conclusive and binding on the

parties hereto and shall be specifically enforceable by any court hearing

jurisdiction.

38. MEDIA RELEASE AND CONFIDENTIALITY

38.1 Media release

(a) The Consultant may not advertise or issue any information, publication,

document or article for publication or media releases or other publicity

relating to the Work, this Contract or the Owner or any of its affiliates’

business and activities without the prior written approval of the Owner.

(b) The Consultant must refer to the Owner any enquiries from the media

concerning the Work or the Owner or its affiliates’ business and activities.

(c) The Consultant may not, and must ensure that its employees and its Sub-

Consultants and their respective employees do not, take any photographs or

video recording of the Work, without the prior written approval of the

Owner’s Representative.

38.2 Confidentiality

The Consultant may not, and must ensure that its employees and Sub-Consultants do not, without

the prior written approval of the Owner, either during the performance of the Work or after the

expiry or earlier termination of this Contract, disclose or give to any person any confidential

information.

38.3 Reproduction and return Documentation

(a) The Consultant must ensure that:

(i) all information supplied to it by the Owner in relation to the Work;

(ii) all documentation; and

(iii) anything recording, containing, setting out, or making reference to

the Work, are used, copied, supplied or reproduced only for the

purposes of performing the Work and its other obligations under this

Contract unless it has obtained the prior written approval of the

Owner’s Representative.

(b) Except to the extent expressly approved in writing by the Owner’s

Representative, the Consultant must on, or as soon as practicable after the

Completion Date, or the earlier termination of this Contract:

(i) deliver up to the Owner’s Representative; or

(ii) at the option of the Owner’s Representative, destroy everything

recording, containing, setting out, making reference to, or provided

by the Owner to the Consultant in relation to the Work, including all

documentation and all documents made available to the Consultant

by the Owner and all copies of them.

38.4 Survival

This clause 38 survives the expiry or termination of this Contract.

39. NOTICES

Any notice, payment or other documentation (collectively or individually, a ‘notice’) required or

permitted to be given hereunder to a party hereto shall be in writing and shall be given by delivery

such notice to such party or by sending such notice by fax and email to such party at the following

address:

To the Owner:

Trevali Mining Ltd.

9361 Highway 180

Bathurst, NB E2A 3Z1

Attention : Jeremy Ouellette

Fax Number: 1 (506) 545-6402

Email Address:

To The Consultant:

Attention:

Fax Number :

Email Address:

Or at such other address or fax number as such party shall have communicated to each other

party hereto by notice given as foresaid.

40. ASSIGNMENT

The Consultant shall not assign the Contract or any moneys due or to become due to it hereunder

without the prior written consent of the Owner.

41. WAIVER OF BREACH

Any failure by the Consultant or the Owner at any time, or from time to time, to enforce or require

the strict keeping and performance by the Owner or the Consultant, as the case may be, of any of

the terms or conditions of the Contract shall not constitute a waiver by the Consultant or the

Owner of a breach of any such terms.

42. GOVERNING LAW

The Contract shall be governed by and interpreted in accordance with the laws of the Province of

New Brunswick.

43. LANGUAGE

The parties acknowledge that they have agreed that the contract documents, including the General

Terms and Conditions be drawn up in the English language only.

SCHEDULE 1 – ADDITIONAL CONDITIONS

[insert any additional, changed or deleted conditions in the table below. If none are applicable,

write ‘Not Used’ or ‘Not Applicable’]

SCHEDULE 2 – SCOPE OF WORK

[Insert:

1. scope of work and services to be performed; alternatively, the scope of work and services

may be attached to the Contract and referred to in this schedule by writing e.g. ‘The Scope

of Work is attached and marked x’;

2. table outlining Owner’s supplied items, services and amenities;

3. Commencement date of the work, completion date of the work and electronic copy of the

work schedule (Gantt chart of activities) if available; and

4. map of Work Area.]

SCHEDULE 3 – DRAWING & SPECIFICATIONS

[Insert drawings, specifications etc. which should be read in conjunction with this Contract e.g.

drawings mentioned in the Scope of Work. If none need to be referred to, write ‘Not Used’ or ‘Not

Applicable’]

Trevali Mining Ltd. RFQ-2018CB-005 – Transporting PAG Waste Rock from the Restigouche Mine to the Caribou Mine March 2018

Due Date March 16, 2018 noon AST

SCHEDULE 4 - PAYMENT SCHEDULE

Contract Price

Trevali Mining Ltd. RFQ-2018CB-005 – Transporting PAG Waste Rock from the Restigouche Mine to the Caribou Mine March 2018

Due Date March 16, 2018 noon AST

SCHEDULE 5 –KEY PERFORMANCE INDICATOR’S

[Insert table outlining Owner’s KPIs for Work tendered.]