Wednesday, June 3, 1992

ENERGY AND MINES THE UNIQUE ORDERED TEXT OF THE GENERAL MINING LAW IS APPROVED SUPREME DECREE No. 01492EM (*) The Unique Ordered Text, approved through the present Supreme Decree was published on 06.04.92. (*) In accordance with Article 5 of The Supreme Decree No. 0152001EM published on 03.29.2001, it is stated that from the effective date of such Supreme Decree, references to the existing Public Mining Registry in the Unique Ordered Text of the General Mining Law in force, approved by the present Supreme Decree and other related laws and regulations, shall be construed as referring to the National Institute of Mining Concessions and Cadastre INACC. CONCORDANCES: S.D. No. 01892EM S.D. No. 02392EM D.R. No. 16392EMDGM; Art. 1 S.D. No. 02493EM S.D. No. 0394EM (Regulation) S.D. No. 0794EM S.D. No. 4094EM; Art. 1 L. No. 26615 L. No. 27343 LAW No. 27474 S.D. No. 0152001EM S.D. No. 0262001EM S.D. No. 0292001EM M.R. No. 2972001EMVMM LAW No. 27506 S.D. No. 0432001EM S.D. No. 0462001EM D.R. No. 1282001EMDGM S.D. No. 0052002EF LAW No. 27651 S.D. No. 0102002EM LAW No. 27623 S.D. No. 0822002EF LAW No. 27909, Art. 1 M.R. No.1842005MEMDM (Consolidated Annual Statement AC) R. No. 0032010SUNAT, Art. 14 R. No. 3362010SUNAT, Art. 18 (Approved Provisions and Forms for Annual Income Tax Declaration and Financial Transactions of the 2010 Fiscal Year) THE PRESIDENT OF THE REPUBLIC WHEREAS: The General Mining Law was enacted by Legislative Decree No. 109 and the Investment Promotion Law for the Mining Sector was enacted by Legislative Decree No. 708; the latter partially amending the General Mining Law;

The Ninth Transitional Provision of Legislative Decree No. 708 states that by Supreme Decree countersigned by the Ministry of Energy and Mines, The Unique Ordered Text of The General Mining Law will be approved, incorporating the provisions of the mentioned Legislative Decree; Pursuant to the provisions of subsection 26) of Article 211 of the Political Constitution of Peru; DECREES: Article 1. To approve The Unique Ordered Text of The General Mining Law which consists of fifteen Titles, fiftyfour Chapters, two hundred twentysix Articles, sixteen Transitional Provisions and eight Final Provisions as part of the present Supreme Decree. Article 2. The amendments made through Legislative Decree No. 708 to Legislative Decree No. 109, contained in The Unique Ordered Text approved by the present Supreme Decree will apply from the date of entry into force of Legislative Decree No. 708, except for those which state a different date in their own text. (*) (*) Legislative Decree No. 708, which full text has been incorporated into this Unique Ordered Text, was enacted on 11/06/91 and published in the Official Gazette "El Peruano" on 14/11/91. Article 3. While the decentralization and/or deconcentration rational scheme is being prepared according to the needs of the regions referred to in Article 2, paragraph 9), of The Decree Law No. 25418, Basic Government Law on Emergency and National Reconstruction, the functions assigned to the Jurisdictional and Administrative Mining Organs by the General Mining Law will be governed by the provisions of Supreme Decree No. 00292EM/VMM. Issued at the Government House in Lima, on the second day of June nineteen ninety two. Signed by the Constitutional President of the Republic. JAIME YOSHIYAMA TANAKA Minister of Energy and Mines

ENERGY AND MINES

Unique Ordered Text of the General Mining Law

SUPREME DECREE No. 01492EM (*)The present Supreme Decree was published on June 03, 1992 without attaching the TUO (Unique Ordered Text) text, which was published on this date. (*)In accordance with the Single Transitional Provision of Decree Law No. 25998, published on 12/26/92, contracts subscribed by virtue of the provisions under Article 35 of Legislative Decree No. 109 prior to the entry into force of The Unique Ordered Text of the General Mining Law, shall be governed by the provisions contained therein and the ones that were in effect at the time of their signing. (*)In accordance with Article 5 of Supreme Decree No. 0152001EM published on 03/29/2001, it is stated that since the entry into force of the mentioned Supreme Decree, references to the existing Public Mining Registry in the Unique Ordered Text of The General Mining Law, approved by the present Supreme Decree and other related laws and regulations, shall be construed as referring to The National Institute of Mining Concessions and Cadastre INACC.
CONCORDANCES: S.D. No. 0394EM (Regulation of various Titles of the Unique Ordered Text of The General Mining Law) S.D. No. 01892EM S.D. No. 02392EM S.D. No. 02592EM (TUPA Unique Text of Administrative Procedures) D.R. No. 16392EMDGM; Art. 1 S.D. No. 01993EM (TUPA) S.D. No. 02493EM S.D. No. 0794EM S.D. No. 4094EM; Art. 1 L. No. 26615 S.D. No. 05599EM (TUPA) L. No. 27343 LAW No. 27474 S.D. No. 0152001EM S.D. No. 0262001EM S.D. No. 0292001EM M.R. No. 2712003EMDM R. No. 0522004SUNARPSN (Mineral Rights Registry Entry Regulations) A.R. No. 29652005INACCJ S.D. No. 0332005EM (Mine Closure REGULATION) A.R. No. 46962006INACCJ (Allocate amount collected as payment for Operational mining rights and for Mining Claims formulation corresponding to September 2006) S.D. No. 0842007EM (Regulate The Mining Rights and Cadastre System SIDEMCAT) LEG. D. No. 1010, Fourth Transitional Supplementary Provision. S.D. No. 0552010EM (Supreme Decree that approves the Occupational Health and Safety Regulation and other complementary measures in mining) D.R. No. 9472011MEMDGM (Approves the electronic application form for accreditation or renewal of Smallscale Mining producers and Artisanal Mining Producers status as well as the respective Record form)

Law No. 29790 (Law establishing the legal framework of the Special Mining Levy)

THE PRESIDENT OF THE REPUBLIC WHEREAS: The General Mining Law was enacted by Legislative Decree No. 109 and the Investment Promotion Law for the Mining Sector was enacted by Legislative Decree No. 708; the latter partially amending The General Mining Law; The Ninth Transitional Provision of Legislative Decree No. 708 states that by Supreme Decree countersigned by The Ministry of Energy and Mines, The Unique Ordered Text of The General Mining Law will be approved, incorporating the provisions of the mentioned Legislative Decree; Pursuant to the provisions of subsection 26) of Article 211 of the Political Constitution of Peru; DECREES: Article 1. To approve The Unique Ordered Text of The General Mining Law which consists of fifteen Titles, fiftyfour Chapters, two hundred twentysix Articles, sixteen Transitional Provisions and eight Final Provisions as part of this Supreme Decree. Article 2. The amendments made by Legislative Decree No. 708 to Legislative Decree No. 109, contained in The Unique Ordered Text approved by the present Supreme Decree will apply from the date of entry into force of Legislative Decree No. 708, except for those that state a different date in their own text. (*) (*)Legislative Decree No. 708, which full text has been incorporated into the present Unique Ordered Text, was enacted on 11/06/91 and published in the Official Gazette "El Peruano" on 14/11/91. Article 3. While the decentralization and/or deconcentration rational scheme is being prepared according to the needs of the regions referred to in Article 2, paragraph 9), of Decree Law No. 25418, Basic Government Law on Emergency and National Reconstruction, the functions assigned to The Jurisdictional and Administrative Mining Organs by The General Mining Law will be governed by the provisions of Supreme Decree No. 00292EM/VMM. Issued at the Government House in Lima, on the second day of June nineteen ninety two. Signed by the Constitutional President of the Republic JAME YOSHIYAMA TANAKA Minister of Energy and Mines

INDEX OF THE GENERAL MINING LAW UNIQUE ORDERED TEXT PRELIMINARY TITLE FIRST TITLE Chapter I Chapter II Chapter III Mining Activities and Ways to Practice them Informal Exploration and Prospecting Commercialization Other Mining Activities Arts. 1 to 2 Arts. 3 to 5 Art. 6

SECOND TITLE Concessions Chapter Chapter Chapter Chapter I II III IV Mining Concessions Beneficiation Concessions General Work Concessions Mining Transport Concessions The State in The Mining Industry Arts. 7 to 16 Arts. 17 to 18 Arts. 19 to 21 Arts. 22 to 23 Arts. 24 to 30

THIRD TITLE

FOURTH TITLE Persons that are unfit to practice mining activities Arts. 31 to 36 FIFTH TITLE SIXTH TITLE Chapter Chapter Chapter Chapter Chapter I II III IV V Common Rights of Concession Holders OBLIGATIONS OF HOLDERS OF CONCESSIONS In Mining Concessions Grouping In Beneficiation Concessions In General Work Concessions y Mining Transport Common Obligations State Income Distribution Arts. 38 to 43 Arts. 44 to 45 Art. 46 Art. 47 Arts. 48 to 56 Art. 57 Art. 37

SEVENTH TITLE

EIGHTH TITLE Extinction of Concessions Chapter Chapter Chapter Chapter Chapter Chapter I II III IV V VI Extinction Maturity Forfeiture Annulment Rescission Destination Art. 58 Arts. 59 to 61 Art. 62 Art. 63 Arts. 64 to 65 Arts. 66 to 70

NINTH TITLE Warranties and Investment Promotion Measurements

Chapter Chapter Chapter Chapter

I II III IV

General Provisions Basic Benefits Tax regime Tax Regime Stability

Art. 71 Art. 72 Arts. 73 to 77 Arts. 78 to 90 Arts. 91 al 92

TENTH TITLE Smallscale mining producers ELEVENTH TITLE Mining Jurisdiction Chapter Chapter Chapter Chapter Chapter Chapter I II III IV V VI Administrative Jurisdictional Bodies Mining Council General Directorate of Mining Mining Direction and Supervision Public Mining Registry Impediments Procedures

Art. 93 Arts. 94 to 100 Art. 101 Art. 102 Arts. 103 to 109 Art. 110

TWELFTH TITLE Chapter I Chapter II Chapter III Chapter Chapter Chapter Chapter Chapter Chapter Chapter Chapter Chapter Chapter Chapter Chapter Chapter Chapter

General Provisions Ordinary Procedures for Mining Concessions Procedures for Beneficiation Concessions, General Work y Mining Transport IV Procedures for Expropriation and Easement V Mining Use of Loam Land and Barren Land VI Accumulation VII Waiver VIII Claims IX Other Procedures X Opposition XI Annulment XII Forfeiture XIII Challenge XIV Resolutions XV ContentiousAdministrative Action XVI Terms XVII Notifications Mining Contracts

Arts. 111 to 116 Arts. 117 to 128 Art. 129 Arts. 130 to 135 Arts. 136 to 137 Art. 138 Art. 139 Arts. 140 to 142 Art. 143 Arts. 144 to 147 Art. 148 to 150 Art. 151 Art. 152 Art. 153 to 156 Art. 157 Arts. 158 to 160 Art. 161

THIRTEENTH TITLE Chapter Chapter Chapter Chapter Chapter I II III IV V

General Provisions Transfer Contracts Option Contracts Mining Transfer Contracts Mortgage Contracts

Arts. 162 to 163 Art. 164 Art. 165 Arts. 166 to 171 Arts. 172 to 177

Chapter Chapter Chapter Chapter

VI VII VIII IX

Mining Liens Contractual Corporations and Branches Legal Partnerships Shared Risk Contracts

Arts. 178 to 183 Arts. 184 to 185 Arts. 186 to 203 Arts. 204 to 205 Arts. 206 to 218 Arts. 219 to 226 I to XVI I to IX

FOURTEENTH TITLE Wellbeing and Security FIFTEENTH TITLE Transitory Provisions Final Provisions Environment

GENERAL MINING LAW UNIQUE ORDERED TEXT

PRELIMINARY TITLE I. The present Law comprises everything related to the use of soil and subsoil mineral substances of the national territory as well as the maritime domain. Oil and hydrocarbon analogs, guano deposits, geothermal resources and medicinal waters are excluded from the scope of the present Law. (I Prel. Tit., Leg. Dec. No.109) II. All mineral resources belong to the State, which property is inalienable and imprescriptible. The State evaluates and preserves natural resources, having to develop a basic information system for the promotion of investment; rules the mining activity nationally and monitors according to the basic principle of administrative simplification. The exploitation of mineral resources is carried out through State and private enterprises, by the use of the system of concessions. (Art.17, Leg. Dec. No. 708) III. The State protects small and mediumscale mining and promotes largescale mining. (*) (IV Prel. Tit., Leg. Dec. No. 109) (*)Numeral replaced by Article 4 of Law No. 27651 published on 01.24.2002, which reads as follows: III. The State protects and promotes smallscale and artisanal mining as well as mediumscale mining, and promotes largescale mining". IV. A mining concession is bound by an obligation which consists in the investment for the production of minerals. (Art. 28, Leg. Dec. No. 708) V. The mining industry is a public interest and the promotion of investments in its activity is of national interest. (*) CORRECTED BY ERRATUM

(Art. 1, Leg. Dec. No. 708). CONCORDANCES: S.D. No. 0212003EM S.D. No. 0222003EM S.D. No. 0232003EM VI. The following are activities regarding the mining industry: informal exploring, prospecting, exploration, exploitation, general work, beneficiation, commercialization, as well as mining transport. The State is responsible for the rating of the mining activities. In order to perform the above activities, the State or private entities shall comply with the provisions of this Law. (VII Prel. Tit., Leg. Dec. No. 109 and Art. 20, paragraph b), Leg. Dec. No. 708) CONCORDANCE: Annex S.D. No. 0332005EM, Art. 2

VII. The practice of mining activities, except for informal exploration, prospecting y commercialization, is carried out exclusively under the concession system, which is accessed under procedures that are matters of public policy. Concessions are granted for both State and private corporate action, without distinction or privilege. (Art. 18 and 19, Leg. Dec. No. 708). FIRST TITLE MINING ACTIVITIES AND WAYS TO PRACTICE THEM CHAPTER I INFORMAL EXPLORATION Y PROSPECTING Article 1. Informal exploration is the action that leads to prove evidence of mineralization through elementary mining works. Prospecting refers to the research process which might help to identify areas of potential mineralization, through chemical and physical data, measures of precision instruments and techniques. (Definitions, Leg. Dec. No. 109). Article 2. Informal exploration and the prospecting are free activities throughout the national territory. These activities may not be carried out by third parties in areas

where there are mining concessions, areas where land claims are no allowed and enclosed or cultivated land, except with the prior written permission of the holder or owner, as applicable. Informal exploration and prospecting is prohibited in urban or urban expansion areas in areas reserved for national defense, in archaeological sites and property of public use, except with the prior authorization of the competent body. (Art.18, Dec. Leg. No. 708). CONCORDANCE: S.D. No. 0202008EM, Art. 5 (On environmental studies included in the mentioned Regulation) CHAPTER II COMMERCIALIZATION Article 3. The commercialization of mineral products is free, internally and externally, and the granting of a concession is not required to it carry out. (Art. 20. Last paragraph, Leg. Dec. 708) Article 4. Mineral products purchased from authorized persons who can use them, are not claimable. The buyer is subject to liability when purchasing mineral products to unauthorized persons. The buyer is required to verify the origin of these mineral substances. (Art. 38, Leg. Dec. No. 708). CONCORDANCES: S.D. No. 0552010EM, Art. 3 (Supreme Decree which approves the Occupational Health and Safety Regulation and other complementary measures in mining) Article 5. Enforce commercialization of gold. (Art. 23, Leg. Dec. No. 708). CHAPTER III OTHER MINING ACTIVITIES Article 6. The State may declare through special law, the reservation of certain mineral substances of national interest. (Art. 5, Leg. Dec. No. 109) Supreme Decree No. 00591EM/VMM on free

Article 7. The exploration, exploitation, beneficiation, general work and mining transport activities are carried out by national or foreign natural and legal persons, through the concession system. (Art. 8, Leg. Dec. No.109). SECOND TITLE CONCESSIONS CHAPTER I MINING CONCESSIONS (*) (*) In accordance with Article 1 of Supreme Decree No. 3194EM, published on 06/24/94, the admission of applications for to Mining Concessions referred to in this Chapter is suspended from that date until 12/31/94. Article 8. Exploration is a mining activity aimed at showing the dimensions, position, mineralogical characteristics and reserves, as well as values of mineral deposits. Exploitation is the activity of extracting the minerals contained in a deposit. Development is the operation carried out to enable the exploitation of the mineral contained in a deposit. (Definitions, Leg. Dec. No.109) CONCORDANCES: S.D. No. 0202008EM (The approval of The Environmental Regulations for Mining Exploration Activities) Article 9. The mining concession grants its holder the right to explore and exploit mineral resources granted, which are within a solid area of indefinite depth, bounded by vertical planes corresponding to the closed sides of a square, rectangle or polygon which vertices refer to Universal Transverse Mercator (UTM) coordinates. The mining concession is a distinct and separate property from the land where it is located. The integral and ancillary parts of a mining concession still remain as property even if they are located outside the perimeter, unless the differences are agreed by contract. Works carried out aiming to use such substances are an integral part of the mining concession. Accessory parts are all property owned by the grantee that are applied permanently to the economic purpose of the concession.

(Art. 20, paragraph a), Leg. Dec. No. 708 and Art. 16, Leg. Dec. No.109) Article 10. The mining concession grants its holder a right in rem, which is the sum of the attributes that the present Law recognizes in favor of the grantee. Concessions are irrevocable, as long as the holder complies with the obligations which the present law requires to remain relevant.(*) (Art. 17, Leg. Dec. No.109) (*)In accordance with Article 6 of The Decree Law No. 25998, published on 12/26/92, it is stated that the principle described in the first paragraph of the present article is also applicable to the beneficiation concessions, mining transport and general work. Article 11. The basic surface measurement unit for mining concessions is a geometrical figure, delimited by UTM coordinates, with an area of 100 hectares, according to the Grid System that The Ministry of Energy and Mines will make official. (*) CORRECTED BY ERRATUM Concessions will be granted in areas of 100 to 1,000 hectares, in grids or set of grids adjacent at least on one side, except in the maritime domain where areas are granted in grids of 100 to 10,000 hectares. The mining concession area may be fractionated to grids not less than 100 hectares. For this purpose, an application submitted through the holder of the concession will suffice. (Art. 20, paragraph a), Leg. Dec. No.708) CONCORDANCES: M.R. No. 2092010MEMDM (Provides for the submission of the Annual Affidavit UTM PSAD 56 coordinates along with the submission of the Consolidated Annual Statement for the year 2009 and modifies the form approved by MR No. 1842005 MEM/DM) Article 12. Should there be claims or applications for mining concessions within the area enclosed by a grid prior to December 15, 1991, the new applications will only include the free areas of the grid or set of grids. (Art. 20, paragraph a), Leg. Dec. No.708) CONCORDANCES: S.D. No.3594EM, Art. 1 A.R. No.042002000RPM S.D. No. 0394EM, Art. 16

Article 13. Mining concessions granted after December 15, 1991, shall be classified as metallic and nonmetallic, depending on the type of substance, without overlap or priority among themselves. The mining concession may be converted to a different substance of what was originally granted, for which purpose the formulation of such statement by the holder will suffice. (Art. 21, Leg. Dec. No.708) Article 14. In accordance with the provisions of The Decree Law No. 21419, Legislative Decree No. 613, and the Seventh Supplementary Provision of The Law for Promotion of Investments in The Agricultural Sector, Legislative Decree No. 653, no nonmetallic concessions or nonmetallic concession extensions will be established on intangibles agricultural areas, or rural land for agricultural use, excluding natural pastures from the latter. In the case of urban or urban expansion areas, the concession title will be awarded prior authoritative agreement by the respective Provincial Council. To this effect, it shall be deemed approved if the Provincial Council has not acted within sixty calendar days following the filing of the application. (Art. 22, Leg. Dec. No.708). Article 15. The nonmetallic concession of saline substances up to the first processing of the product is subject to this Chapter, being its use and commercialization governed by the provisions on the subject. (Art. 25, Leg. Dec. No.109) Article 16. Radioactive substances are no longer reserved for the State; therefore, they may be subject to private mining activity. (Art. 27, Leg. Dec. No.708). CHAPTER II BENEFICIATION CONCESSIONS Article 17. Beneficiation is the set of physical, chemical and/or physicochemical processes performed to extract or concentrate the valuable parts of an aggregate of minerals and/or to purify, smelt or refine metals. It comprises the following steps:

1. Mechanical Preparation. The process by which a mineral is reduced in size, classified and/or washed. 2. Metallurgy. Set of physical, chemical and/or physicochemical processes carried out to concentrate and/or extract the valuable mineral substances. 3. Refining. Process that purifies metals of products obtained from previous metallurgical processes. (Definitions, Leg. Dec. No.109, modified by Art. 20, paragraph b), Leg. Dec. No.708) Article 18. The beneficiation concession grants the holder the right to extract or concentrate the valuable part of an uprooted mineral aggregate and/or to melt, purify or refine metals, either through a set of physical, chemical and/or physicochemical processes. (Art. 20, paragraph b), Leg. Dec. No.708). The set of physical, chemical and/or physicochemical processes that artisanal miners carry out to extract or concentrate the valuable parts of an aggregate of minerals and/or to purify, smelt or refine metals are not within the scope of this Title. In order to carry out these processes, the application attached to the technical information and an Environmental Impact Statement signed by a competent professional in the field will be required. The respective authorization shall be issued by the General Directorate of Mining.(*) (*) Paragraph added by Article 5 of Law No. 27,651, published on 01/24/2002. CONCORDANCES: S.D. No. 0052009EM, Art. 17 (Regulation of Law No. 27651 Law for the Formalization and Promotion of Artisanal and Smallscale Mining) CHAPTER III GENERAL WORK CONCESSIONS Article 19. General work is all mining activity that provides ancillary services, such as ventilation, sewage, hoisting or extraction to two or more concessions granted to different concessionaires. (Definitions, Leg. Dec. No.109). Article 20. The general work concession grants the holder the right to provide ancillary services to two or more mining concessions. (Art. 20, paragraph c), Leg. Dec. No.708)

Article 21. In the event that a general work discovers waters containing usable mineral substances, the use of these shall correspond to the general work concessionaire, unless otherwise agreed. (Art. 78, Leg. Dec. No.109). CHAPTER IV MINING TRANSPORT CONCESSION Article 22. Mining transport refers to systems used for the continuous bulk transport of mineral products by unconventional methods. Systems to be used may be the following: Conveyor belts; Ducts; or, Track cables. The General Directorate of Mines, with a favorable report from the Ministry of Transport and Communications and the Mining Council's view, may add new systems to this definition. (Definitions, Leg. Dec. No.109 and Article 20, paragraph d), Leg. Dec. No.708) Article 23. A mining transport concession confers upon its holder the right to install and operate a system for continuous bulk transport of mineral products between one or more mining centers and a port or processing plant, or a refinery or in one or more sections of these routes. (Art. 20, paragraph d), Leg. Dec. No.708) THIRD TITLE THE STATE IN THE MINING INDUSTRY Article 24. The State is entitled to exercise, without exception, all activities in the mining industry. (Art. 28, Leg. Dec. No.109). Article 25. The Ministry of Energy and Mines may only authorize areas that are not available for claims to the Institute of Geology, Mining and Metallurgy INGEMMET, for periods of up to two calendar years, with the sole purpose that such institution carries out regional mining prospecting works, observing acquired rights.

Each of these areas may not include more than one hundred thousand (100,000) hectares. Under its responsibility, INGEMMET will make available to the public, for consideration, the studies containing information of their regional prospecting work, one month before the expiration of the time allowed, after which they will be freely available. (*) CORRECTED BY ERRATUM (*) (Art. 25, Leg. Dec. No.708). (*)Article amended by the Sole Article of Law No. 28196, published on 03.27. 2004, which reads as follows: Article 25. The Ministry of Energy and Mines may only authorize areas that are not available for claims to the Institute of Geology, Mining and Metallurgy INGEMMET, for periods of up to two calendar years, with the sole purpose that such institution carries out regional mining prospecting works, observing acquired rights and areas adjacent to the archaeological sites of the country. Each of these areas may not include more than one hundred thousand (100,000) hectares. Under its responsibility, INGEMMET will make available to the public, for consideration, the studies containing information of their regional prospecting work, one month before the expiration of the time allowed, after which they will be freely available; except for the following: a) The Private Investment Promotion Agency PROINVERSION or its substitute, in agreement with Regional Governments may carry out the process of promoting investment in all or part of these areas, when approved by its Board within the two years term provided in the first paragraph of this article, ratified through Supreme Resolution, establishing the mechanism of compensation for expenses incurred by INGEMMET. In this case, the incorporated areas shall have the status of nonadmission of claims and/or applications areas and shall remain as such according to the result of the process, until the mining concession is granted. The National Institute of Concessions and Mining Cadastre INACC, shall grant mining concessions in respect of those areas to the winner of the bid that acquires the ownership or exercises the option, pursuant to provisions in the contract. If the transfer contract or mining option agreement is not signed within two (2) years after the said supreme resolution has been issued, the respective areas shall be declared available. b) PROINVERSION or its substitute may request to the Ministry of Energy and Mines the incorporation in the process of promoting investment the area of up to one

hundred thousand (100,000) hectares according to the technical and economic studies of the project and within the radius in relation to the mining concessions included in such promotion process, observing acquired rights. These incorporated areas shall have the status of nonadmission of claims and/or applications areas and shall remain as such according to the result of the process, until the mining concession is granted. c) The incorporation referred to in the preceding paragraph shall be approved through Supreme Decree with the approval of The Council of Ministers, with a term of two (2) years. Once the deadline is due, if the transfer contract or mining option agreement is not signed within two (2) years after the said supreme resolution has been issued, the respective areas shall be declared available." (*) (*)Article replaced by Article One of Legislative Decree No. 1010, published on May 09, 2008. The said Legislative Decree shall enter into force upon the approval of the Regulations, by Fifth Transitory and Supplementary Provision, which text reads as follows: Article 25. The Ministry of Energy and Mines may authorize areas that are not available for claims to the Institute of Geology, Mining and Metallurgy INGEMMET, for maximum periods of five calendar years, with the purpose that such institution carries out regional mining prospecting works, observing acquired rights and areas adjacent to the archaeological sites of the country. Each of these areas may not include more than three hundred thousand (300,000) hectares. Concessions and mining applications that revert to the State for any ground may be subject to declaration of nonacceptance of applications. Under its responsibility, INGEMMET will make available to the public, for consideration, the studies containing information of their regional prospecting work, one month before the expiration of the time allowed, after which they will be freely available; except for the following: a) The Private Investment Promotion Agency PROINVERSION or its substitute, in agreement with Regional Governments may carry out the process of promoting investment in all or part of these areas, when approved by its Board within the fiveyear term provided in the first paragraph of this article, ratified by supreme resolution, establishing the mechanism of compensation for expenses incurred by INGEMMET. In this case, the incorporated areas shall have the status of nonadmission of claims and/or applications areas and shall remain as such according to the result of the process, until the mining concession is granted. INGEMMET shall grant mining concessions in respect of those areas to the winner of the bid that acquires the ownership or exercises the option, pursuant to provisions in the contract. If the transfer contract or mining option agreement

is not signed within two (2) years after the said supreme resolution has been issued, the respective areas shall be declared available. b) PROINVERSIN or its substitute may request to the Ministry of Energy and Mines the incorporation in the process of promoting investment the area of up to one hundred thousand (100,000) hectares according to the technical and economic studies of the project and within the radius in relation to the mining concessions included in such promotion process, observing acquired rights. These incorporated areas shall have the status of nonadmission of claims and/or applications areas and shall remain as such according to the result of the process, until the mining concession is granted. The incorporation referred to in the preceding paragraph shall be approved by supreme decree with the approval of the Council of Ministers, with a term of two (2) years. Once the deadline is due, if the transfer contract or mining option agreement is not signed within two (2) years after the said supreme resolution has been issued, the respective areas shall be declared available. CONCORDANCES: D.S. N 0542008EM

Article 26. Concessions should be taken to public auction when agencies or entities of the National Public Sector acquired concessions granted to private entities, within three months following the acquisition. If no bidders submit, they will be declared available for claims in accordance with the rules established in the present Act for this purpose. (Art. 31, Leg. Dec. No.109). Article 27. The State mining activities, except for commercialization, shall be exercised directly by Empresa Minera del Peru and/or through affiliates or subsidiaries. (Art. 59, Leg. Dec. No. 109 and Art. 26, Leg. Dec. No.708). Article 28. The selling prices and/or fees for treatment and/or refining services of mineral products are defined according to each product according to representative international prices and within the general rules of international transactions. In the absence of representative international prices, the selling prices and/or fees for treatment and/or refining services shall be fixed following the usual international standards. (Art. 36, Leg. Dec. No. 109). Article 29. In acquisitions and/or treatment and/or refining services for the domestic market of mineral products that are exported, the value to be paid for these products will be calculated in accordance with the preceding article. In the case of

acquisitions, expenses and losses that would be incurred in when placing the products in the international market will be deducted. (Art. 38, first paragraph, Leg. Dec. No. 109). Article 30. The import of mineral products required by the domestic market will be governed by the terms and prices of the international market. The reexport of mineral products will also be subject to the provisions of Article 28. (Art. 38 second paragraph, Leg. Dec. No. 109). FOURTH TITLE PERSONS THAT ARE UNFIT TO PRACTICE MINING ACTIVITIES Article 31. The persons that are unfit to work in the mining industry during the exercise of their administration or employment are the President of the Republic, Members of the Legislative and Judiciary Branches, the State Ministers and Officials who have this rank, the Comptroller General, The Attorneys General of the Republic and the officers and employees of the Energy and Mining Sector appointed or assigned to Senior Management, Board of Mining, The General Directorate of Mining, Auditing Department, The Mining Regional Bodies and The Public Mining Registry. Also, personnel working at agencies or departments of The National Public Sector and Public Decentralized Agencies are unfit to work in the mining industry exercising judicial functions or performing mining activities. (Art. 60, Leg. Dec. No.109). Article 32. , Political authorities and members of The Armed and Police Forces may not perform activities of the mining industry in the territory of their jurisdiction. (Art. 61, Leg. Dec. No.109). Article 33. , Spouses and relatives who are economically dependent of the persons mentioned in the previous articles may not perform activities of the mining industry. (Art. 62, Leg. Dec. No.109). Article 34. The prohibition contained in the preceding paragraphs does not include the practice of mining activities related to rights obtained prior to the election or appointment of the persons involved, or those acquired by inheritance or bequest after the election or the appointment, nor the one the spouse brings to the marriage. (Art. 63, Leg. Dec. No.109).

Article 35. The acquisition of the all or part of the concessions carried out by the persons mentioned in Articles 31 to 33 is void, and such acquisitions will become property of the state at no cost. Nullity shall be declared by the Head of the Public Mining Registry, ex officio or upon request, when the file is subject to the administrative jurisdiction. Once the concession title is inscribed, it may be brought for administrative litigation before the Judiciary Branch, within 30 days. (Arts. 64 and 178, Leg. Dec. No. 109 and Art. 43, Leg. Dec. No. 708). Article 36. The partners, directors, representatives, employees and contractors of natural or legal persons engaged in mining activities may not acquire concessions for themselves, within a radius of ten kilometers of any point on the perimeter that encloses the area where concessions of people they are linked to are locate, unless authorized by the holder. This prohibition applies to relatives who are financially dependent on unfit persons. Affected individuals have the right to be replaced in the respective file, within ninety days of publication of the notice made or the notification referred to in Article 122 of this Law. If the affected person did not use this right in the aforementioned term, the impairment will disappear. (Article 65, Leg. Dec. No. 109). FIFTH TITLE COMMON RIGHTS OF CONCESSION HOLDERS Article 37. Holders of concessions, have the following attributes: 1. In concessions granted in barren land, for free mining use of the surface corresponding to the concession, for economic purposes thereof, without any additional application. 2. To request the mining authority the right to free mining use for the same purpose on barren land located outside the concession. 3. To request the mining authority the authorization in order to establish easements on third parties lands necessary for the rational use of the concession. The easement will be established prior compensation value appraised if applicable. Previous officio or at the request of the affected owner, the mining authorities will carry out the expropriation if the easement undermines the right of ownership.

4. To request permission to establish mining use or easements, if any, on the surface land of other concessions, provided they do not impede or hinder the mining activity of the owners. 5. To perform in neighboring concessions the necessary works to have access, ventilation and sewage for their own concessions, mineral transportation and safety of workers, after appropriate compensation if they cause any damage and exempted of tax for servant concessions, leaving in the site, free of cost for these concessions, the minerals resulting from the works performed. The servant concessions holders may use this works paying the respective compensation which amount will be fixed by the mining authority in the absence of agreement between the parties. 6. To carry out on loam land, works that have the same purposes mentioned in the previous paragraph, with authorization from The General Directorate of Mining. 7. To request expropriation, prior appraised value compensation, of property intended to another economic activity, if according to the mining authority the area is necessary for the rational use of the concession and if such mining industry proves to be more important than the affected activity. In cases where expropriation includes properties located in urban or urban expansion areas, the views of The Ministry of Transport, Communications, Housing and Construction will be sought (*) CORRECTED BY ERRATUM or through the relevant Regional Body. 8. To use the water necessary for domestic service by the workers and operations of the concession, in accordance with the laws on the subject. 9. To exploit the minerals contained in the waters discovered during works. 10. To inspect the neighboring or adjoining mining concessions works, when invasion is suspected or when flood, landslide or fire is feared due to the neighbors poor work condition in the development of works carried out by them. (Art. 79, Leg. Dec. No.109). 11. To hire specialized companies registered in the General Directorate of Mining for the execution of exploration, development, exploitation and processing works. (*) (*) Paragraph 11 has been added by Article 2 of Legislative Decree No. 868 issued on 11/01/96. CONCORDANCES: S.D. No. 0432001EM

S.D. No. 0052008EM, Arts. 1, 2, 3, 4, 6 paragraph d) SIXTH TITLE OBLIGATIONS OF HOLDERS OF CONCESSIONS CHAPTER I IN MINING CONCESSIONS Article 38. In accordance with the provisions of Article 122 of the Political Constitution of Peru, the mining concession creates an obligation that must be attained, obligation that consists in the investment for the production of minerals. The production may not be less than the equivalent in national currency to US$ 100.00 per year per hectare granted in the case of metallic substances, as well as the equivalent in national currency to US$ 50.00 per year per hectare granted in the case of nonmetallic substance.(*) (*) Second paragraph was substituted by Article 6 of Law No. 27651, published on 01.24.2002, which text reads as follows: Production may not be less than the equivalent in national currency to US$ 100.00 per year per hectare granted in the case of metallic substances, and the equivalent in national currency to US$ 50.00 per year per hectare granted in the case of nonmetallic substances. In the case of smallscale mining producers, production may not be less than the equivalent in national currency to US$ 50.00 per year per hectare granted whatever the substance. In the case of artisanal mining producers, production may not be less than the equivalent in national currency to U$ 25.00 per year per hectare granted whatever the substance. Production must be obtained no later than the expiration of the eighth year, computed from the year in which the application for the concession was submitted. (*) (*)Third paragraph replaced by Article 1 of Law No. 27341, published on 08.18. 2000, which text reads as follows: "Production must be obtained no later than the expiration of the sixth year, computed from the year in which the concession title was granted". Production must be accredited with sales settlements. In the case of domestic sales, settlements shall be issued by commercialization or profit companies duly registered in The Public Mining Registry, or by companies non holders of mining activities registered in The National Office of Public Records.

Such sales settlements must be submitted before the mining authorities in the form provided thereof, within 180 days after the end of each calendar year, on sales of the year. (1)(2) (Art. 28, Leg. Dec. No.708). (1) In accordance with Article 3 of The Legislative Decree No. 913 issued on 04.09.2001, the term referred to in this article, in the case of concessions that are owned by companies participating in the promotion of private investment process, is computed from the year in which the transfer to the private sector occurs, according to provisions in the regulations. (2) Article replaced by Article One of The Legislative Decree No. 1010, published on May 09, 2008. The mentioned Legislative Decree shall enter into force upon the approval of the Regulations, by Fifth Transitory and Supplementary Provision, which text reads as follows: Article 38. In accordance with the provisions of Article 66 of the Political Constitution of Peru, by organic law, the conditions for the use of natural resources and their granting to private entities are set, therefore establishing that the mining concession creates an obligation that must be attained, obligation that consists in the investment for the production of minerals. Production may not be less than the equivalent to a UIT per year per hectare granted in the case of metallic substances, and the equivalent to 10% of a UIT per year per hectare granted in the case of nonmetallic substances. In the case of smallscale mining producers, production may not be less than the equivalent to 10% of a UIT per year per hectare granted in the case of metallic substances and to 5% of a UIT per year per hectare granted in the case of nonmetallic mining. In the case of artisanal mining producers, production may not be less than 5% of a UIT per year per hectare granted whatever the substance. Production must be obtained no later than the expiration of the seventh year, calculated from the year when the concession was granted Production must be accredited with sales settlements. In the case of domestic sales, settlements shall be issued by commercialization or profit companies duly registered in the National Office of Public Records. Such sales settlements must be submitted before the mining authorities in the form provided thereof, until June 30 of the following year, on sales of the previous year. (*) (*) Article amended by Article 1 of Legislative Decree No. 1054, published on June 27, 2008, which text reads as follows:

Article 38. In accordance with the provisions of Article 66 of The Political Constitution of Peru, through Organic Law, the conditions for the use of natural resources and their granting to private entities are set, therefore establishing that the mining concession creates an obligation that must be attained, obligation wich consists in the investment for the production of minerals. Production may not be less than the equivalent to a UIT per year per hectare granted in the case of metallic substances, and the equivalent to 10% of a UIT per year per hectare granted in the case of nonmetallic substances. In the case of smallscale mining producers, production may not be less than the equivalent 10% of a UIT per year per hectare granted in the case of metallic substances and to 5% of a UIT per year per hectare granted in the case of nonmetallic mining. In the case of artisanal mining producers, production may not be less than 5% of a UIT per year per hectare granted whatever the substance. Production must be obtained no later than the expiration of the tenth year, calculated from the year when the concession was granted. Production must be accredited with sales settlements. In the case of domestic sales, settlements shall be issued by commercialization or profit companies duly registered in the National Office of Public Records. Such sales settlements must be submitted before the mining authorities in the form provided thereof, until June 30 of the following year, on sales of the previous year. CONCORDANCES: S.D. No. 0292001EM M. R. No. 2712003EMDM, Art. 1 S.D. No. 0542008EM, Art. 3, 7 and Unique Transitional Provision, num. 2 y 3. S.D. No. 0052009EM, Art. 21 (Regulations of Law No. 27651 Law for the Formalization and Promotion of Artisanal and Smallscale Mining) Article 39. Beginning of year when the application was formulated, the mining concessionaire is obliged to pay the Validity Right. The Validity Right is the local currency equivalent to US$ 2.00 per year per hectare granted or requested. For small mining producers and for holders of nonmetallic mining concessions, the Validity Right will be the local currency equivalent to US$ 1.00 per year per hectare granted or requested. The Validity Right, for the year in which the mining concession application is submitted, shall be paid and credited as a result of the formulation of the request.

The Validity Right for the second year, computed as of January 1 of the following year when the mining concession application was submitted, shall be paid by June 30 of the second year. The same rule will apply to the following years. (*) (Art. 29, Leg. Dec. No.708). (*)Article replaced by Article 3 of The Legislative Decree No. 868, published on 01/11/96, which text reads as follows: "Article 39. Beginning of year when the application was formulated, the mining concessionaire is obliged to pay the Validity Right. The Validity Right is the local currency equivalent to US$ 2.00 per year per hectare granted or requested." (*) (*) Paragraph substituted by Article 2 of Law No. 27341, published on 08.18. 2000, which text reads as follows: "The Validity Right is US$ 5, 00 or its equivalent in local currency per year per hectare granted or requested." For smallscale mining producers, the Validity Right is the local currency equivalent to US$ 1.00 per year per hectare granted or requested. (*) (*)Paragraph substituted by Article 2 of Law No. 27341, published on 08.18. 2000, which text reads as follows: "For Smallscale mining producers, the Validity Right is US$ 1, 00 or its equivalent in local currency per year per hectare granted or requested." The Validity Right, for the year in which the mining concession application is submitted, shall be paid and credited as a result of the formulation of the request. The Validity Right for the second year, computed as of January 1 of the following year when the mining concession application was submitted, shall be paid by June 30 of the second year. The same rule will apply to the following years. In accordance with Article 9 of this Law, the mining concession is property distinct and separate from the estate where it is located, which is why the validity right fee payment to which the holder of the mining right is bound, is independent of the payment of taxes to which the property owner is bound". (*) (*) Article replaced by Article 1 of Legislative Decree No 913, published on 04092001, which text reads as follows:

Article 39. Beginning of year when the application was formulated, the mining concessionaire is obliged to pay the Validity Right. The Validity Right is US$ 3, 00 or its equivalent in local currency per year per hectare granted or requested. For Smallscale mining producers, the Validity Right is US$ 1, 00 or its equivalent in local currency per year per hectare granted or requested ". (*) (*) Third paragraph substituted by Article 7 of Law No. 27651, published on 01.24.2002, which text reads as follows: For Smallscale mining producers, the Validity Right is US$ 1, 00 or its equivalent in local currency per year per hectare granted or requested. For artisanal mining producers the Validity Right is US$ 0.50 or its equivalent in local currency per year per hectare granted or requested. The Validity Right, for the year in which the mining concession application is submitted, shall be paid and credited as a result of the formulation of the request. The Validity Right for the second year, computed as of January 1 of the following year when the mining concession application was submitted, shall be paid by June 30 of the second year. The same rule will apply to the following years. In accordance with Article 9 of this Law, the mining concession is property distinct and separate from the estate where it is located, which is why the validity right fee payment to which the holder of the mining right is bound, is independent of the payment of taxes to which the property owner is bound.(1)(2)(3)(4) (1) In accordance with Article 1 of Urgency Decree No. 0792001, issued on 07.07.2001, the chance to pay for 2001is extended until 10/31/2001. (2) In accordance with Article 1 of Emergency Decree No. 1232001, issued on 10312001, the chance to pay for 2001 is extended until 10/31/2001. (3) In accordance with Article 1 of the Emergency Decree No. 0342002, issued on 07.03.2002, the chance to pay for 2002 in the department of Madre de Dios, is extended until 07152002. (4) In accordance with Article 1 of Law No. 28104, published on 11.21.2003, the legal term for the validity right and penalties of mining rights payment that have expired on June 30 of this year included in this article is for one last time until 12/31/2003.

CONCORDANCES: S.D. No. 0292001EM A.R. No. 27482006INACCJ A.R. No. 26082006INACCJ (Extends deadline for payment of the validity right and penalties for the year 2006) Article 40. Failure to comply with the provisions of Article 38, from the first half of the ninth year, computed from the date on which the mining concession application has been filed, the concessionaire shall pay a national currency penalty equivalent US$ 2.00 per year per hectare, until the year the required minimum annual production is complied with. If the smallscale mining producer fails to comply with the provisions of Article 38, from the first half of the ninth year, computed from the date on which the mining concession application has been filed, the concessionaire shall pay a national currency penalty equivalent to US$ 1.00 per year per hectare, until the year the required minimum annual production is complied with. If the breach continues, from the fourteenth year, the local currency penalty will be equivalent to US$ 10.00 per year per hectare. For the smallscale mining producer, the amounts indicated in this paragraph shall be reduced by half. The corresponding penalty must be paid for and accredited together with the Validity Right. (*) (Art. 30, Leg. Dec. No.708). (*)Article replaced by Article 3 of Law No. 27341, published on 08.18.2000, which text reads as follows: "Article 40. Failure to comply with the provisions of Article 38, from the first half of the seventh year, computed from the date on which the mining concession title has been granted, the concessionaire shall pay a penalty equivalent US$ 6.00 or its equivalent in national currency per year per hectare, until the year the required minimum annual production is complied with. In the case of smallscale mining producers, the penalty will be US$ 3,00 or its equivalent in national currency per year per hectare, until the year the required minimum annual production is complied with. If the breach continues, from the twelfth year, the penalty will be US$ 20.00 or its equivalent in local currency per year per hectare. From the twelfth year for the smallscale mining producer, the penalty will be US$ 7, 00 or its equivalent in local currency per year per hectare. The corresponding penalty must be paid for and accredited together with the Validity Right." (1)(2)(3)(4) (1) In accordance with the First Transitional and Supplementary Provision of Law No. 27341, published on 08/18/2000, for purposes of applying the provisions of this Article, time limits are established for payment of the penalty.

(2) In accordance with Article 1 of the Emergency Decree No. 0792001, issued on 07.07.2001, the opportunity to pay for 2001 is extended until 10/31/2001. (3) In accordance with Article 1 of the Emergency Decree No. 1232001, issued on 10.31. 2001, the opportunity to pay for 2001 is extended until 12/31/2001. (4) Article replaced by Article 8 of The Law No. 27651, published on 01.24. 2002, which text reads as follows: Article 40. Failure to comply with the provisions of Article 38, from the first half of the seventh year, computed from the date on which the mining concession title has been granted, the concessionaire shall pay a penalty equivalent US$ 6.00 or its equivalent in national currency per year per hectare, until the year the required minimum annual production is complied with. In the case of smallscale mining producers, the penalty will be US$ 1, 00 or its equivalent in national currency per year per hectare, until the year the required minimum annual production is complied with. In the case of artisanal mining producers, the penalty will be US$ 0.50 or its equivalent in national currency per year per hectare, until the year the required minimum annual production is complied with. If the breach continues, from the twelfth year, the penalty will be US$ 20.00 or its equivalent in local currency per year per hectare. From the twelfth year for the smallscale mining producer, the penalty will be US$ 5.00 or its equivalent in local currency per year per hectare. From the twelfth year for the artisanal mining producer, the penalty will be US$ 3.00 or its equivalent in local currency per year per hectare. The corresponding penalty must be paid for and accredited together with the Validity Right. (1)(2)(3) (1) In accordance with Article 1 of the Emergency Decree No. 0342002, issued on 07.03.2002, the deadline for payment in the department of Madre de Dios for the year 2002 has been extended until 07/15/2002. (2) In accordance with Article 1 of Law No. 28104, published on 11.21.2003, the legal term for the validity right and penalties of mining rights payment that have expired on June 30 of this year included in this article is for one last time until 12/31/2003. (3) Article replaced by Article One of Legislative Decree No. 1010, published on May 09, 2008. The Legislative Decree shall enter into force upon the approval of the Regulations, according to its Fifth Transitory and Supplementary Provision which text reads as follows: Article 40. Failure to comply with the provisions of Article 38, from the first half of the eighth year, computed from the date on which the mining concession title has been granted, the concessionaire shall pay a penalty equivalent to 10%, of the required

minimum annual production per year per hectare, until the year the required minimum annual production is complied with. The corresponding penalty must be paid for and accredited together with the Validity Right. The mining concession will expire if the breach continues until the thirteenth year. (*) (*) Article amended by Article 1 of Legislative Decree No. 1054, published on June 27, 2008, which text reads as follows: Article 40. Failure to comply with the provisions of Article 38, from the first half of the eleventh year, computed from the date on which the mining concession title has been granted, the concessionaire shall pay a penalty equivalent to 10%, of the required minimum annual production per year per hectare, until the year the required minimum annual production is complied with. The corresponding penalty must be paid for and accredited together with the Validity Right. The mining concession will expire if the breach continues until the fifteenth year. CONCORDANCES: S.D. No. 0292001EM M.R. No. 2712003EMDM A.R. No. 27482006INACCJ A.R. No. 0612007INACCJ S.D. No. 0542008EM, Art. 3, 5, 7 and Unique Transitional provision, num. 2 y 3 R. No. 10662010INGEMMETPCDPM (List of mining rights that have expired for nonpayment of penalty for the years 2008 and 2009) Article 41. The concessionaire may be exempted from paying the penalty, if he proves to have made the previous year investments equivalent to no less than ten times the amount of the penalty which he is liable to pay for the concession or administrative economic unit, as appropriate. This investment must be substantiated with a copy of the Annual Income Tax Declaration and the proof of payment of the Validity Right. (*) (Art. 31, Leg. Dec. No. 708). CONCORDANCE: M.R. N 2712003EMDM, Art. 1

(*)Article replaced by Article One of Legislative Decree No. 1010, published on May 09, 2008. The Legislative Decree shall enter into force upon the approval of the Regulations, according to its Fifth Transitory and Supplementary Provision which text reads as follows:

Article 41. No grounds for expiration will be incurred in noncompliance of the minimum production if it is due to a fortuitous event or force majeure, duly proved. (*) (*)Article amended by Article 1 of Legislative Decree No. 1054, published on June 27, 2008, which text reads as follows: Article 41. The concessionaire will not incur in grounds for expiration after the fifteenth year specified in Article 40 is due and up to a maximum non extendable period of five years if noncompliance of the minimum production is due to a fortuitous event or force majeure or any fact not attributable to the holder of the mining activity duly supported and approved by the competent authority. Also, the concessionaire may be exempted from paying the penalty, within the period prescribed in the preceding paragraph, by paying the penalty and also crediting investments equivalent to no less than ten times the amount of the penalty which he is liable to pay. To this effect, the holder may prove mining investment intended to mining and/or basic infrastructure for public use. This investment must be accredited in accordance with provisions in the Regulation. CONCORDANCES: S.D. No. 0542008EM, Art. 7

Should failure to comply continue until the maturity of the twentieth years calculated from the following year in which the concession was awarded, it will be inevitably as expired. CONCORDANCES: S.D. No. 0542008EM, Art. 4 and 6 and Unique Transitional provision, num. 2 and 3 Article 42. The holders of the mining industry who after having started the exploitation stage, stop producing as parameter set by Article 38 of this Law, will additionally pay the Validity Right, the charges set forth in Article 40. (Art. 33, Leg. Dec. No.708). Article 43. Those concessionaires who carry out drillings within the country may freely make use of fifty percent of each longitudinal core section and/or samples obtained in such perforations, being obliged to keep a record of the remaining fifty percent of core samples, allowing easy identification and location on the ground. (Art. 86, Leg. Dec. No.109). CHAPTER II GROUPING

Article 44. To fulfill the work obligations established in the previous chapter, the holder of more than one mining concession of the same kind and nature, may group them into Economic Administrative Units, provided they are located within an area of 5 kilometer radius, in the case of nonferrous metallic minerals or primary gold metallic minerals; 20 kilometer radius in the case of iron, coal and nonmetallic mineral, and 10 kilometers in detritus gold metallic deposits or detritus heavy minerals. The grouping of mining concessions constitutes an economicadministrative unit and requires approving resolution from the General Directorate of Mining. (*) (Art. 101, Leg. Dec. No.109, Ninth Final Provision, Leg. Dec. No.708 and Art. 1, S.D. No.002 92EM/VMM). (*)In accordance with Article 1 of Supreme Decree No. 05299EM, published on 09/28/99, the functions set forth in this Article are assigned to the Public Mining Registry. Article 45. The production or investment made in an Economic Administrative Unit (UEA) cannot be attributed to other mining concessions not included in such Unit. When two or more mining concessions are considered under the UEA system, the calculation to determine the penalty shall be based on the oldest concession application. (Art. 32, Leg. Dec. No.708). CHAPTER III IN BENEFICIATION CONCESSIONS Article 46. When applying for a beneficiation concession, the applicant will pay for the Validity Right an amount computed according to the following scale: Up to 350 MT/day, 0.5 of a UIT From 350 to 1,000 MT / day, 1.00 UIT From 1,000 to 5,000 MT / day, 1.5 UIT For each 5,000 MT / day, in excess /2 UIT. The MT/day refers to the installed capacity and in case of extensions only additions will be paid. Nonmetallic substances beneficiation concessionaires will pay half the Validity Right. (*) (Art. 102, Leg. Dec. No.109 and Art. 34, Leg. Dec. No.708). (*)Article replaced by Article 4 of Legislative Decree No. 868, published on 11/01/96, which text reads as follows:

" Article 46. Beginning of year when a beneficiation concession is requested, the holder shall be required to pay an annual Validity Right according to its installed capacity, as follows: Up to 350 MT/day, 0.0014 of a UIT per each MT/day. More than 350 up to 1,000 MT/day, 1.00 UIT More than 1.000 up to 5.000 M /day, 1.5 UIT For each 5,000 MT/day in excess, 2.00 UIT The MT/day refers to treatment installed capacity. In cases of expansion, payment accompanying the application is on the increased capacity." CHAPTER IV IN GENERAL WORK AND MINING TRANSPORT CONCESSIONS Article 47. When applying for a general work or mining transport concession, the applicant will pay for the Validity Right 0.003% of a UIT per linear meter of projected work. (Art. 103. Leg. Dec. No.109 and Art. 34, Leg. Dec. No.708. CHAPTER V COMMON OBLIGATIONS (*) (*)In accordance with Article 1 of Directorial Resolution No. 0872000EMDGM, published on 05/19/2000, as of the effective date of the Resolution, mining holders are required to keep a record of incidents for each mining unit, which will be provided by the Head of the Security Department, supervised through the Operations Manager, under the responsibility of the General Manager. Such incidents shall be classified according to the type of risk, analysis of causes, among other things. Article 48. Each holder of a mining activity is required to perform the tasks associated with it, according to systems, methods and techniques that tend to improve the development of the activity and are subject to the rules of safety and hygiene and environmental sanitation applicable to the mining industry. Damages to third parties should be avoided in the development of such activities, being the holder bound to compensate them for any damages caused. (Art. 104, Leg. Dec. No.109). Article 49. The holders of mining activities are required to provide at any time, free access to the mining authority for the control of their respective obligations.

(Art. 105, Leg. Dec. No.109). Article 50. The holders of the mining activity are required to submit annually a Consolidated Annual Statement containing the information to be specified by The Ministerial Resolution. The present information will remain confidential. Failure to comply with this requirement shall be fined. Fines shall not be less than zero point one percent (0.1%) of a UIT, or greater than fifteen (15) UIT, according to the scale of fines for offenses to be established by Ministerial Resolution.(*) (*)Paragraph substituted by Article 9 of Law No. 27651, published on 01.24.2002, which text reads as follows: Fines shall not be less than zero point one percent (0.1%) of one (1) UIT, nor more than fifteen (15) UIT, according to the scale of fines for offenses to be established by Ministerial Resolution. For smallscale mining producers, the maximum amount shall be two (2) UIT, and in the case of artisanal mining producers, the maximum amount shall be one (1) UIT. Failure to pay the fines, which application is deemed accepted, will be subject to coercive collection. On the basis of the declaration referred to in the first paragraph of this Article, the Ministry of Energy and Mines will redistribute the information required by the Public Sector, and holders of mining activities will not be required by other Agencies or Bodies of the Public Sector to submit additional statements. (Art. 106, Leg. Dec. No.109 and Art. 36, Leg. Dec. No.708). CONCORDANCES: M.R. No. 4202003MEMDM M.R. No. 2722003EMDM D.R. No. 2262003MEMDGM D.R. No. 3862004MEMDGM M.R. No. 1842005MEMDM (Consolidated Annual Statement Form DAC) D.R. No. 1512005MEMDGM, (Establishes deadlines and procedures for the submission of the Consolidated Annual Statement DAC) D.R. NO. 3202006MEMDGM D.R. NO. 9532008MEMDGM (Establishes deadlines for the submission of the Consolidated Annual Statement DAC corresponding to the year 2007)

Article 51. The holder of the mining activity is forced to admit in its workplace, to the extent possible, engineering students in the specialties of Mining, Metallurgy, Geology, Industrial and Chemistry, in order to perform their practices during the holiday period, as well as facilitate visits to their facilities. Once the specialties mentioned have been covered, vacancies may be filled by undergraduates from other specialties. (Art. 107, Leg. Dec. No.109). CONCORDANCES: S.D. No.0552010EM, Art. 70 (Supreme Decree that approves the Occupational Health and Safety Regulations and other mining supplementary measures) Article 52. The person who extracts minerals without having the right to do so, shall return to the State improperly extracted minerals, or their values, without deducting costs and subject to legal action as may be appropriate. (Seventh Final Provision, Leg. Dec. No.708). Article 53. If during the execution of the tasks associated with the concession or works and ancillary works, the holder invades other concessions without authorization, he is obliged to stop work and return to the aggrieved party the value of the minerals extracted without deducting costs and to pay damages, if any. In case that the invasion was greater than 10 meters measured perpendicularly from the plane that limits the invaded mining right, the invader must pay sums referred to in the preceding paragraph. (Eighth Final Provision, Leg. Dec. No.708). Article 54. In case of legal dispute over the validity of a concession, the obligation of payment of monetary obligations is still in force. The petitioner is also obliged to comply with the monetary obligations within the periods prescribed in this Law, during the trial, less be subject to the Failure of Parties to Act provision in regards to the disputed concession. Once the petitioner has fulfilled the payment, it must be accredited in the respective file. After the controversy is concluded, defeated reimbursement of the amounts that have been paid. (Art. 110, Leg. Dec. No.109). complainant may seek

CONCORDANCES:

S.D. No.0772009EM, Art. 2

Article 55. The concessionaire authorized by the mining authority who carries out works in a neighboring concession intended for the economic purpose of his concession, is bound to deliver that concessionaire, at no cost, all extracted minerals and to compensate him for damages caused. (Art. 111, Leg. Dec. No.109). Article 56. The cessation or reduction of mining activities involving downsizing will require an opinion from the Mining Direction and Supervision Office in the procedure established in accordance with the relevant legislation. (Art. 112, Leg. Dec. No.109). SEVENTH TITLE STATE INCOME DISTRIBUTION Article 57. Income received by way of Validity Rights and penalties established in Title Sixth of this Law, are own resources, and shall be distributed as follows: a) Forty percent (40%) for Local Governments where the concession or application for a concession is located. b) Thirty percent (30%) goes to INGEMMET. c) Thirty percent (30%) goes to the Ministry of Energy Mines and the Public Mining Registry, in equal parts, for the purposes of maintenance and development of the Mining Concessions and Cadastre System as well as Metallurgical Mining Information System. (*) (Art. 35, Leg. Dec. No.708). (*)Article replaced by Article 4 of Law No. 27341, published on 08.18.2000, which text reads as follows: " Article 57. Income received by way of Validity Rights and penalties established in Title Sixth of this Law, are own resources, and shall be distributed as follows: a) Forty percent (40%) for Local Governments where the concession or application for a concession is located; b) 35% (thirty five percent) is distributed between the district municipalities of the department or departments where the concession or application for a concession is

located and whose populations are classified as extreme poverty, according to the provisions of the Regulations of this Law; c) 15% (fifteen percent) goes to INGEMMET, and d) 10% (ten percent) goes to the Ministry of Energy Mines for the purposes of maintenance and development of the Mining Concessions and Cadastre System as well as Metallurgical Mining Information System." (1)(2) (1) In accordance with the Second Transitional and Supplementary Provision of Law No. 27341, published on 08.18. 2000, the distribution of the Validity Right referred to in this article shall apply from 2001. (2) Article replaced by Article 1 of Urgency Decree No. 0032001, issued on 01.13.2001, which text reads as follows: Article 57. Income received by way of Validity Rights and penalties established in Title Sixth of this Law, are direct own resources, and shall be distributed as follows: a) 40% (forty percent) for Local Governments where the concession or application for a concession is located; b) 35% (thirty five percent) is distributed among the district municipalities of the department or departments where the concession or application for a concession is located and whose populations are classified as extreme poverty, according to the provisions of the Regulations of this Law; c) 10% (ten percent) goes to INGEMMET, and, d) 5% (five percent) goes to the Ministry of Energy Mines for the purposes of maintenance and development of the Metallurgical Mining Information System. e) 10% (ten percent) goes to the Public Mining Registry for the purposes of maintenance and development of The Mining Concessions System and Cadastre. (*) (*)Article replaced by Article 1 of Legislative Decree N 913, issued on 04092001, which text reads as follows: Article 57. Income received by way of Validity Rights and penalties established in Title Sixth of this Law, are direct own resources, and shall be distributed as follows: a) 40% (forty percent) for Local Governments where the concession or application for a concession is located;

b) 35% (thirty five percent) is distributed between the district municipalities of the department or departments where the concession or application for a concession is located and whose populations are classified as extreme poverty, according to the provisions of the Regulations of the present Law; c) 10% (ten percent) goes to INGEMMET, and; d) 5% (five percent) goes to the Ministry of Energy Mines for the purposes of maintenance and development of the Metallurgical Mining Information System; e) 10% (ten percent) goes to the Public Mining Registry for the purposes of maintenance and development of the Mining Concessions and Cadastre System and the Validity Right Distribution System. (*) (*)Article replaced by Article 1 of Law N 28327, issued on 08112004, which text reads as follows: Article 57. Income received by way of Validity Rights and penalties established in Title Sixth of this Law, are direct own resources, and shall be distributed as follows: a) Seventyfive percent (75%) goes to the district municipality or district municipalities where the concession or application for a concession is located for the implementation of investment and development programs in their respective constituencies. In case the concession or application for a concession is located in two or more district municipalities, distribution will be made in equal shares. b) 10% (ten percent) goes to INGEMMET. c) Five percent (5%) goes to The Ministry of Energy Mines for the purposes of maintenance and development of the Metallurgical Mining Information System. d) Ten percent (10%) goes to The National Institute of Mining Concessions and Cadastre INACC, for the purposes of maintenance and development of the Mining Concessions and Cadastre System and the Validity Right Distribution System. (*) (*)Article amended by Article 2 of Law No. 29169, issued on December 20, 2007, which text reads as follows: Article 57. Article 57. Income received by way of Validity Rights and Penalties established in Title VI of this Law, are direct own resources, and shall be distributed as follows: a) Seventyfive percent (75%) goes to the district municipality or district municipalities where the concession or application for a concession is located for the

implementation of investment and development programs in their respective constituencies. In case the concession or application for a concession is located in two (2) or more district municipalities, distribution will be made in equal shares. b) Twenty percent (20%) goes to the Institute of Geology, Mining and Metallurgy INGEMMET. c) 5% (five percent) goes to The Ministry of Energy Mines for the purposes of maintenance and development of the Metallurgical Mining Information System. d) Regional governments shall receive the percentages indicated in subparagraphs b) and c) which correspond to the payment made by Smallscale Mining Producers and Artisanal Mining Producers to carry out mining activities transferred under the decentralization process, especially those related to environmental protection.(1)(2) (1) In accordance with Article 3 of Law No. 29169, published on December 20, 2007, the provisions of the present subsection shall apply from payments made from the following month of publication. (2) In accordance with Article 1 of Resolution No. 0422007MEMDGM, published on February 20, 2007, the National Institute of Mining Concessions and Cadastre INACC is responsible for performing the allocation of amounts collected from Validity Rights and penalties in favor of the beneficiary institutions as provided in this article. CONCORDANCES: S.D. No. 0152001EM, Art. 33 D.R. No. 11902EMDGM A.R. No. 01862004INACCJ A.R. No. 26722004INACCJ A.R. No. 35272004INACCJ A.R. No. 38032004INACCJ A.R. No. 04512005INACCJ D.R. No. 0512005MEMDGM A.R. No. 08442005INACCJ A.R. No. 14032005INACCJ A.R. No. 22642005INACCJ D.R. No. 0332005EF76.01 (Directive No. 0132005EF76.01), Specifications for the Registry and Allocation of Expenditures IV A.R. No. 26522005INACCJ A.R. No. 39942005INACCJ A.R. No. 51062005INACCJ A.R. No. 53752005INACCJ D.R. No. 0192006MEMDGM A.R. No. 01642006INACCJ A.R. No. 18532006INACCJ

A.R. No. 23492006INACCJ A.R. No. 23502006INACCJ A.R. No. 36712006INACCJ A.R. No. 39992006INACCJ A.R. No. 40942006INACCJ A.R. No. 53882006INACCJ A.R. No. 06412007INACCJ A.R. No. 11322007INACCJ A.R. No. 14362007INACCJ R. No. 1092007INGEMMETPCD R. No. 0112008INGEMMETPCD R. No. 0432008INGEMMETPCD R. No. 0532008INGEMMETPCD

EIGHTH TITLE EXTINCTION OF CONCESSIONS AND DESTINATION CHAPTER I EXTINCTION Article 58. Concessions are extinguished by maturity, forfeiture, annulment, rescission and expropriation. (Art. 114, Leg. Dec. No. 709). CHAPTER II MATURITY Article 59. Failure to timely payment of Validity Rights or penalty as applicable for two consecutive or three alternate years is ground for maturity of mining concessions.(*) (Art. 37, Leg. Dec. No. 708). (*) Article replaced by Article 5 of Legislative Decree No. 868, published on 11/01/96, which text reads as follows: "Article 59. Failure to timely payment of Validity Rights or penalty as applicable for two (2) consecutive years is grounds for maturity of claims, applications and mining concessions as well as beneficiation concessions, general work and mining transport. The regularization of the payment omitted for one year may be satisfied with payment and accreditation for the current year, within the period provided for in Article 39 of this Law.

In any case, payment will be charged to the previous year due and unpaid." (1)(2)" (1) In accordance with the First Transitional Provision of Legislative Decree No. 868, issued on 11.01.96, the amendment of this article, under this Legislative Decree is applicable to the payment of Validity Rights from the year 1996, provided mining rights are not obsolete. (2) Article amended by Sole Article of Law No. 28196, published on 03.27.2004, which text reads as follows: " Article 59. Failure to timely payment of validity rights or penalty as applicable for two (2) consecutive years is grounds for maturity of claims, applications and mining concessions as well as beneficiation concessions, general work and mining transport. The regularization of the payment omitted for one year may be satisfied with payment and accreditation for the current year, within the period provided for in Article 39 of the present Law. In any case, payment will be charged to the previous year due and unpaid. Mining concessions, beneficiation concessions, general work and mining transport may not be subject to maturity if the administrative authority has not issued a Maturity Resolution after five (5) years of having submitted the alleged grounds. This period shall not apply in the event that the respective administrative and judicial proceedings were commenced prior to maturity. (*) (*)Article replaced by the Sole Article of Legislative Decree No. 1010, published on May 09, 2008. The said Legislative Decree shall enter into force upon the approval of its Regulations, according to its Fifth Transitory and Supplementary Provision, which text reads as follows: Article 59. Failure to timely payment of validity rights for two consecutive years or not is grounds for maturity of claims, applications and mining concessions as well as beneficiation concessions, general work and mining transport. The regularization of the payment omitted for one year may be satisfied with payment and accreditation for the current year, within the period provided for in Article 39 of the present Law. In any case, payment will be charged to the previous year due and unpaid. In addition to the grounds provided for in Article 40, failure to comply for two (2) years with the obligations of production referred to in Article 38 also constitutes grounds for maturity of mining concessions. Mining concessions, beneficiation concessions, general work and mining transport may not be subject to maturity if the administrative authority has not issued a Maturity Resolution after five (5) years of having submitted the alleged grounds. This period shall

not apply in the event that the respective administrative and judicial proceedings were commenced prior to maturity. CONCORDANCES: S.D. No. 0542008EM, Art. 7 and The Unique Transitional provision, num. 2 y 3 Article 60. Failure to start production within the period granted by the mining authority and failure to timely payment of validity rights for two consecutive or three alternate years is grounds for maturity of beneficiation concessions.(1) CORRECTED BY ERRATUM (2) (Art. 117, paragraph 1) Leg. Dec. No.109). (2) Article repealed by The First Final Provision of Legislative Decree No. 868, issued on 11/01/96. Article 61. Failure to perform constructions and installations within the period established and breach of the concession and the timely payment of validity rights for two consecutive or three alternate years is grounds for maturity of general work and mining transport. (*) CORRECTED BY ERRATUM (*) (*) First paragraph repealed by the First Final Provision of The Legislative Decree No. 868, issued on 11/01/96. Once the concession for general work has expired, the mining authority shall notify the concessionaires, so they indicate within 30 days, their willingness to be replaced by the previous holder in the concession title. Once the period stated above has expired, if there is agreement of two or more concessionaires, they will proceed to appoint a proxy in common, unless the parties have expressed their decision to form a company in accordance with The General Law of Companies. Once the deadline established in this Article has expired and none of the concessionaires have expressed their willingness to be replaced by the previous general work concessionaire, the concession file will be archived. (Art. 118, Leg. Dec. No.109 and Art. 43, paragraph b), Leg. Dec. No.708). CHAPTER III FORFEITURE Article 62. Failure by the person concerned to comply with the mining procedure rules applicable to this title is grounds for forfeiture. (Art. 119, paragraph 1), Leg. Dec. No.109).

CHAPTER IV ANNULMENT Article 63. The application for concessions by unfit persons under Articles 31, 32 and 33 of this Law is grounds for annulment. (Art. 120, Leg. Dec. No.109). CHAPTER V RESCISSION Article 64. Application for concessions or concessions will be rescinded, when these superimpose on priority rights or when the right is unreachable. (Art. 121, Leg. Dec. No.109). Article 65. Areas corresponding to matured, abandoned, nulled, waived concessions and applications and those which had been rejected in the act of submission may not be applied for until there are published as claimable. (Art. 122, Leg. Dec. No.109). CHAPTER VI DESTINATION Article 66. By resolution of the Public Mining Registry Office, maturity, forfeiture, annulment, revocation and rescission will be declared for concessions and applications, in each case or collectively, carrying out the relevant entry in the Register. (Art. 123, Leg. Dec. No.109, Ninth Final Provision, Leg. Dec. No.708 and S.D. No.00292 EM/VMM). Article 67. Beneficiation concessions, general work and mining transport which by their nature are not suitable for further application are exempted from free claimability statements. (Art. 126, Leg. Dec. No.109 and Art. 20 Leg. Dec. No.708). Article 68. Areas corresponding to abandoned, nulled, waived concessions and applications may not be applied for, in whole or in part, by former concessionaires or their relatives up to second degree of consanguinity or affinity up two years after they were published as claimable.

(Art. 127, Leg. Dec. No.109). Article 69. For the new application, its holder acquires without any charge, the mining works that had been executed within the concession or on loam land by the former concessionaire. (Art. 128, Leg. Dec. No.109). Article 70. In cases of maturity, forfeiture, annulment, or renunciation to concessions or applications, the new applicant may: 1. Use surface lands surrounding the concession used by the previous concessionaire. 2. Continue using at no cost the land which the previous holder had expropriated. 3. Keep easements that may have been established for the economic purpose of the concession, on the same terms and conditions under which they constituted. (Art. 129, Leg. Dec. No. 109). NINTH TITLE WARRANTIES AND INVESTMENT PROMOTION MEASURMENTS S.D. 02493EM (Regulations) S.D. No. 0052009EM, Art. 21 (Regulations of Law No. 27651 Law for the Formalization and Promotion of Artisanal and Smallscale Mining) CHAPTER I GENERAL PROVISIONS Article 71. The provisions of this Title apply to all persons engaged in the mining activity, whatever form of business organization. (Art. 130, Leg. Dec. No. 109). CHAPTER II BASIC BENEFITS Article 72. In order to promote private investment in mining, the following benefits are granted to holders of such activity: a) Tax, exchange rate and administrative stability; CONCORDANCE:

b) In order to grant the mining activity the necessary international competitiveness, taxation only taxes income distributed by holders of the mining activity. In effect, when distributing dividends, the holder of the mining activity shall pay the applicable Income Tax, computed on the amount to be distributed, without prejudice to the shareholders income tax; (1)(2) (1) In accordance with Article 4 of Law No. 27343, published on 09/06/2000, the granting of nondistributed profit investment benefits referred to in paragraph b) of Article 72 of The Unique Ordered Text becomes void. (2) In accordance with the Single Transitional Provision of Law No. 27343, published on 09/06/2000, taxpayers who by this time had approved investment programs may continue to use the tax benefit provided for in the present subsection. CONCORDANCES: S.D. No. 0794EM S.D. No. 02798EF, Art. 1

c) The State shall recognize the holder of mining activities, the deduction of domestic tax affecting its production, whether exported or, being subject to international price, sold in the country; d) Investments made by the holders of mining activities as for infrastructure that constitutes public service will be deductible from taxable income, provided that such investments had been approved by the competent sector body; CONCORDANCE: M.R. No. 5772007MTC02

e) Investments made in public service infrastructure do not constitute taxable base for taxes borne by holders of mining activities, provided they have been approved by the competent sector body, nor those assets intended to satisfy claims for housing and well being referred to Article 206 of the present Law; f) Participation of income produced by exploitation of mineral resources referred to in Article 121 of the Political Constitution of Peru, results in the redistribution of a percentage of Income Tax that holders of mining activities pay; (*) (*) In accordance with Article 1 of Supreme Decree No. 8895EF, published 5/25/95, the Mining Royalties referred to in this subsection shall be equal to twenty percent (20 %) of the Income Tax paid by the owners of the mining activity of the district where the mining exploitation rights are located. For these purposes, the paid Income Tax does not exclude the amounts that correspond to the compensation of The General Sales Tax or the amount of the Negotiable Credit Notes used.

CONCORDANCE:

M.R. No. 10495EF15

g) The compensation of the cost of health benefits to their workers and dependents in respect of contributions referred to in Article 14 of the Political Constitution of Peru; h) No discrimination on foreign exchange in relation to regulation, exchange rate, or other economic policy measures; i) Freedom on remittance of profits, dividends, financial resources and free availability of foreign currency in general; j) Free internal or external commercialization of production; k) Administrative simplification to accelerate proceedings, based on the presumption of truth and notional administrative silence in administrative procedures; l) The nonapplication of discriminatory treatment over other sectors of economic activity; The State guarantees the stability of these contractual benefits under the rules in force at the time when investment programs outlined in Articles 79 and 83 of the present Law are approved. (Art. 2, Leg. Dec. No. 708). CONCORDANCE: M.R. No. 5772007MTC02 CHAPTER III TAX REGIME Article 73. The holders of mining activities exporting or internally selling their products, which price is set based on international prices, as of 1993 will be entitled to deduct from the Income Tax and Patrimony Tax, taxes affecting its production, being therefore applicable the same benefits, mechanisms and legal provisions that apply in the case of nontraditional exports. If the holder of the mining activity had no Income Tax or Patrimony Tax to pay for the year or in the course of a month, he may compensate unapplied balances to any other tax that may be income for the Public Treasury, of these options are not possible, the balance may be transferred to third parties. (*) (Art. 3, Leg. Dec. No.708)

(*) Article repealed by Article 2 of Decree Law No. 25764, published on 10/15/92. Article 74. The acquisition value of the concessions, will be amortized from the year in which according to law may correspond to be complied with the minimum production requirement, within a term the holder of the mining activity shall be determined at that time, based on probable life of the deposit, calculated by taking into account proven and probable reserves and the minimum production mandated by law. The term thus imposed shall be brought to the attention of the Tax Authorities by submitting the Annual Income Tax Declaration corresponding to the year of commencement of the amortization, attaching the corresponding calculation. The acquisition value of the concessions shall include the price paid, or petition expenses, as appropriate. It will also include investments in prospecting and exploration to the date in which accordance with applicable law the minimum production must be complied with, unless the amount spent on prospecting and/or exploration is deducted in the year in which such expenditure is incurred. If for any reason forfeiture or maturity of the mining concession is declared before fulfilling the mandatory minimum production, its acquisition value will be paid in full in the period in which this occurs. In case the economic mineable reserves were exhausted, the concession is released or expires before its acquisition value is completely amortized, at the taxpayers option, the balance may be immediately repaid, or the amortization may continue annually until its cost is extinguished within the originally intended term. (Art. 135, Leg. Dec. No.109). Article 75. Exploration expenses incurred after the concession is in the minimum mandatory production stage, may be deducted in full in the year or amortized from that year, at an annual percentage rate in accordance with the expected life of the mine established at the end of these exercises, which will be determined based on the volume of proved and probable reserves and the minimum production by law. (*) CORRECTED BY ERRATUM. Development and preparation costs that enable the exploitation of the deposit for more than one financial year may be deducted in full in the year they are incurred or amortized in that year and in the following years up to two additional years. The taxpayer must choose in each case one of the deduction systems referred to in paragraphs previous to the end of the year in which expenses were incurred, communicating their choice to the Tax Authority at the time of filing the Annual Income

Tax declaration, indicating, where applicable, the period in which the amortization will be performed and the calculation carried out. In case the economic mineable reserves were exhausted, the concession is released or expires before its exploration, development or preparation investment is completely amortized, at the taxpayers option, the balance may be immediately repaid, or the amortization may continue annually until its cost is extinguished within the originally intended term. The option referred to in this article and the previous article shall be exercised over expenditure for the year. Once a system has been chosen, it may not be changed over expenditure for the year. (Arts. 136 y 137, Leg. Dec. No. 109). Article 76. Holders of mining activities are taxed with municipal taxes applicable only in urban areas. (Art. 34, Law No. 24030). CONCORDANCE: Leg. Dec. No. 868, Second Final Provision

Article 77. Every holder of a mining activity shall deduct one and a half percent (1.5%) of its Net Income for the operation of the Institute of Geology, Mining and Metallurgy. (1)(2) (Art. 139, Leg. Dec. No. 109, amended by Art. 9 Leg. Dec. No. 608). (1) Confront with Paragraph k) of Article 1 of Law No. 25702, published on 09/02/92. (2) Confront with Article 3 of Law No. 25702, published on 09/02/92. CHAPTER IV TAX STABILITY REGIME Article 78. Holders of mining activities who start or are carrying out major operations over 350 MT/day and up to 5,000 MT/day, or those carrying out the investment envisaged in Article 79 of this text, shall enjoy tax stability that will guarantee, by contract with subscribed with the State, a period of ten years counted from the year in which they prove the implementation of the investment. (*) CORRECTED BY ERRATUM (Art. 155, Leg. Dec. No.109 and Art. 7, Leg. Dec. No.708). CONCORDANCE: M.R. No. 01194EMVMM, Art. 1

Article 79. Holders of mining activities who submit investment programs of national currency equivalent to US$ 2'000, 000.00 shall have the right to sign contracts referred to in the preceding article. Contract benefits will lie exclusively in the mining companys activities for which the investment is made. Holders of mining activities who sign these contracts may, at their option, forward the stabilized contractual regime to the investment stage, with a maximum of three consecutive years, which period shall be deducted from the one guaranteed by the contract. (Art. 7, Leg. Dec. No.708). Article 80. The stability agreements referred to in the two previous articles of this Law shall ensure to the holder of the mining activity the following benefits: a) Tax stability, by which the holder shall be governed solely by the tax regime in force at the date of approval of the investment program, not being applicable any tax subsequently created. Also, the holder will not be subject to the changes that may be introduced in the system to determine and pay taxes that are applicable, unless the holder of the mining activity chooses to pay taxes according to the amended scheme. This decision must be made known to the Tax Authorities and The Ministry of Energy and Mines, within one hundred twenty days from the date of modification of the regime. Legal regulations that may eventually be issued will not be applicable as well, containing the obligation to holders of mining activities to acquire bonds or otherwise, make advance payments of taxes or loans to the State; (*) (*)Numeral 2.1. Article 2 of Law No. 27343, published on 09.06.2000, clarifies that the exercise of the authority contained in this subsection does not constitute an option other than a determination under Article 88 of this rule; it is understood that only a total option for the common regime shall apply. CONCORDANCE: R. No. 2352006SUNAT (Approves provisions and forms for annual income tax declaration and financial transactions tax for the year 2006) b) Free disposal of currency generated by exports in the country or abroad. If the holder of the mining activity sold its production locally, The Banco Central de Reserva del Peru and the domestic financial system, will provide the foreign currency required for payment of goods and services, procurement of equipment, debt

service, commissions, profits, dividends, royalties, capital repatriation, fees and, in general, any other disbursement required or entitled to turn in foreign currency; c) No discrimination in regard to the exchange rate, based on which currency is converted to the FOB value of exports and/or local sales, meaning that the best exchange rate for foreign trade transactions should be given; if there is any type of control or differential exchange system. This nondiscrimination guarantees everything with regard to exchange rate matters in general; d) Free commercialization of mineral products; e) Special Regimes stability, when they are granted, for tax refund, temporary admission, and the like; f) No unilateral change of the guarantees included in the contract. (Art. 155, Leg. Dec. No.109 and Art. 8, Leg. Dec. No.708). Article 81. If the holders of the mining activity within the scope of Articles 78 and 79 of this Law shall enjoy the benefits mentioned in the previous article, they must submit to the General Directorate of Mining, by means of an affidavit, an investment program with and implementation term. The program must be approved within fortyfive calendar days; if the General Directorate of Mining does not issue a notification, it shall automatically be approved in this last day. Compliance of the program shall be attested by affidavit endorsed by external auditor. (Art. 9, Leg. Dec. No. 708). Article 82. In order to promote investment and facilitate the financing of mining projects with initial capacity of not less than 5,000 MT/day or extensions designed to reach a capacity of not less than 5,000 MT/day concerning one or more Administrative Economic Units, holders of the mining activity shall enjoy tax stability which shall be guaranteed by contract subscribed with the State for a period of fifteen years, starting from the year in which they prove the implementation of the investment or expansion, as appropriate. For the purposes of the contract referred to in the preceding paragraph, the term Administrative Economic Unit refers to the set of mining concessions located within the limits set by Article 44 of this Law, the processing plants and other assets constituting a

single unit of production due to supply, administration and services, which the General Directorate of Mining will qualify. (Arts. 157 and 160, Leg. Dec. No.109). Article 83. Holders of mining activities who submit investment programs of national currency equivalent to US$ 20'000, 000.00 for the start of any activity of the mining industry shall have the right to sign contracts referred to in the preceding article. Since these are investments in existing mines, an investment program of not less than the equivalent in national currency to US$ 50'000, 000.00 will be required. By exception, people who invest not less than the equivalent in national currency to US$ 50'000, 000.00 in the business companies of the State subject to the privatization process shall have the right to access these contracts,, according to Legislative Decree No. 674. Contract benefits will lie exclusively in the mining companys activities for which the investment is made. Holders of mining activities who sign these contracts may, at their option, forward the stabilized contractual regime to the investment stage, with a maximum of 8 consecutive years, which period shall be deducted from the one guaranteed by the contract. (Art. 11, Leg. Dec. No. 708). Article 84. The contracts referred to in the preceding article, shall ensure to the holder of the mining activity, the benefits outlined in Article 80 of this Law, as well as the power to increase the annual rate of depreciation of machinery, industrial equipment and other fixed assets up to a maximum of twenty percent per year as overall rate according to the characteristics of each project. (*) (Art. 157, Leg. Dec. No. 109 and Arts. 8 and 11, Leg. Dec. No. 708). (*)First paragraph substituted by Article 5 of Law No. 27341, published on 08.18.2000, which text reads as follows: "Article 84. The contracts referred to in the preceding article, shall ensure to the holder of the mining activity, the benefits outlined in Article 80 of this Law, as well as the power to increase the annual rate of depreciation of machinery, industrial equipment and other fixed assets up to a maximum of 20% (twenty percent) per year as overall rate according to the characteristics of each project, except for buildings and constructions which maximum limit will be 5% (five percent) per year."

"In the case of contracts referred to in Article 82, the holder of the mining activity may, as part of the contract, keeping accounts in U.S. dollars or in the currency in which the investment was made, for which is subject to the following requirements: a) Maintain accounting in the designated foreign currency for five (05) years as a minimum each time. After that period, he may choose to continue with the same system or change to local currency. Outstanding balances at the time of the conversion will be recorded in the original currency. b) During the time where the accounts are kept in foreign currency, the Company shall be excluded from the comprehensive adjustment rules for inflation. c) The contract shall specify that the exchange rate for the conversion, in the case of taxes to be paid in local currency, should be the most favorable to the Treasury ". (*) (*)Paragraph added by Article 1 of Decree Law No. 26121, published on 12/30/92. Article 85. For holders of mining activities within the scope of Articles 82 and 83 of this Law to enjoy the benefits guaranteed, they shall submit a technical and economic feasibility study as an affidavit which must be approved by the General Directorate of Mining within a maximum term of ninety calendar days. If the General Directorate of Mining does not issue a notification, it shall automatically be approved in this last day, which will be in force for the purposes of fixing the tax regime stability date and the guarantees that were applicable from the date indicated. To substantiate the amount of investment made, an affidavit must be filed, endorsed by the external auditor. (Art. 12, Leg. Dec. No.708). Article 86. The contracts covering the benefits provided for in this Title are standard and their forms will be developed by The Ministry of Energy and Mines. These contracts should incorporate all the warranties established in this Title. The contract models will be approved by Ministerial Resolution, for the case referred to in Articles 78 and 79, and by Supreme Decree, with the approval of the Council of Ministers, in the case of Articles 82 and 83 of this Law. Contracts will be signed on behalf of the State by the Deputy Minister of Mines, for the case referred to in Articles 78 and 79, and by The Minister of Energy and Mines, in the case provided for in Articles 82 and 83 of this Law, one hand and, on the other hand, by

the holders of mining activities. Copies of such contracts shall be sent to The National Superintendence of Tax Administration SUNAT. (Art. 13, Leg. Dec. No. 708). CONCORDANCES: M.R. No. 01194EMVMM S.D. No. 0494EM S.D. No. 1494EM Article 87. If during the term of the respective agreement signed under the provisions of this Title, any taxes that are part of the regime guaranteed were abolished, the holder of the mining activity should continue taxing according to the repealed regime. If any taxes that are part of the guarantee scheme were abolished, by replacing it with a new final tax, the holder of the mining activity shall pay the new tax by an amount which shall not exceed the amount that would have corresponded to pay under the original tax regime. If the replacement is of a transient nature, the holder may either continue paying the tax temporarily replaced or benefit from the new tax regime transition, during its term. This same rule shall apply to the case when the tax is replaced temporarily and then becomes permanent, or is replaced by another one of permanent nature. (Art. 15, Leg. Dec. No.708). Article 88. At any time, the holders of mining activities that have signed the contracts referred to in this Title, shall choose, if deemed more favorable, the common tax regime for one final time, which shall constitute a new stabilized framework that will remain unchangeable for the remaining term of the contract, in which case they must notify the National Superintendence of Tax Administration SUNAT and the Ministry of Energy and Mines. (*) (Art. 14, Leg. Dec. No. 708) (*) Article replaced by Article 3 of Law No. 27343 published on 09.06.2000, which text reads as follows: "Article 88. At any time, the holders of mining activities that have signed the contracts referred to in this Title, may opt for total renunciation of the tax stability regime on a onetime basis and continue to apply the common system". Article 89. Failure by the holder of the mining activity to comply with the application of the tax system that is guaranteed will result in appropriate sanctions according to the Tax Code and other applicable regulations, unless the affidavits that gave

rise to the contract, are false, in which case, they will be deemed void, without prejudice to any criminal proceedings liabilities. (Art. 16, Leg. Dec. No.708). Article 90. Those persons who sign venture agreements with holders of mining activities, which have been granted the guarantees covered by this Title, shall have the same guarantees as those granted to the holder of the mining activity, according to the percentage or amount of their share in the joint venture agreement. (Art. 5, Leg. Dec. No. 708). TENTH TITLE SMALLSCALE MINING PRODUCERS Article 91. Smallscale mining producers are those who hold by application and/or mining concessions up to 5,000 hectares and which production capacity and/or benefit do not exceeding 350 MT/day in the case of metallic minerals and 500 TM/day in the case of nonmetallic substances, except for the construction materials for which the range shall be of 500 m3/day. The smallscale mining producer shall credit its condition by annual affidavit to be submitted along with the proof of payment of the Validity Right. (*) (Art. 45, Leg. Dec. No. 708) (*)Article replaced by Article 6 of Legislative Decree No. 868, published on 11/01/96, which text reads as follows: "Article 91. Smallscale mining producers are those who by means of any title have: 1. Up to one thousand (1,000) hectares between claims, applications and mining concessions. 2. A production and/or processing installed capacity of up to one hundred and fifty (150) tons per day, with the exception of construction materials, alluvial gold substances and detrital heavy metals, which will be up to two hundred (200) cubic meters per day. The condition of smallscale mining producer is credited before the General Directorate of Mining by biennial affidavit. (1)(2)" (1) Pursuant to the Second Transitional Provision of Legislative Decree No. 868, issued on 11.01. 96; the condition of smallscale mining producers obtained before the amendment

of this Article pursuant to the said Legislative Decree shall be in force until the expiration of the qualification as such conferred by the General Directorate of Mining. (2) Article superseded by the Article 10 of the Law No. 27651, published on 24012012, which text is the following: Article 91 . Are small mining producers those that: 1. Have any title of up to two thousand (2,000) hectares, among claims, petitions and mining concessions. 2. Have any title with installed capacity of productions and/or benefit of 350 metric tons per day, with the exception of construction material, sands, gold aggregates, detrial heavy metals where the limit will be the installed capacity of production and/or benefit up to three thousand (3,000) cubic meters per day. Artisanal miners are those that: 1. In a personally or as a group of natural people or legal entity manner usually dedicated and as a mean of sustenance the direct exploitation and/or benefit of minerals, developing its activities with manual methods and/or basic equipment. 2. Have any title of up to one thousand (1,000) hectares, among claims, petitions or mining concessions; or they have subscribed agreements or contracts with the mining holders as it is established by the Norm of the present Law. 3. Have by any title, an installed capacity of production and/or benefit of 25 metric tons per day, with the exception of building material producers, sands, gold aggregates, heavy metals where the limit is an installed capacity of production and/or benefit of up to two hundred (200) cubic meters per day. The condition of the small mining producer or artisanal producer shall the accredited before the General Directorate of Mining through a biennial affidavit. (*) (*) Article modified by the Article 3 of the Legislative Decree No. 1040, published on June 26, 2008 which text is the following: Article 91. Are small mining producers those that: 1. In a personal or as a group of natural people or legal entity manner conformed by natural people or mining cooperatives or centrals of mining cooperatives are usually dedicated to the exploitation and/or direct benefit of minerals; and

2. Have any title for up to two thousand (2,000) hectares, among claims, petitions or mining concessions. 3. Have by any title, an installed capacity of production and/or benefit of not more than three hundred fifty (350) metric tons per day. In the case of non metallic mineral and building material producers, the maximum limit of the installed capacity of production and/or benefit will be for up to one thousand two hundred (1,200) metric tons per day. In the case of metallic fields, the maximum limit of installed capacity of production and/or benefit, will be three thousand (3,000) cubic meters per day. Artisanal miners are those that: 1. In a personal or as a group of natural people or legal entity manner conformed by natural people of mining cooperatives or centrals of mining cooperatives are usually dedicated and as a mean of sustenance, to the direct exploitation and/or benefit of minerals, developing activities with manual methods and/or basic equipment; and 2. Have any title for up to two thousand (1,000) hectares, among claims, petitions or mining concessions; or have subscribed agreements or contracts with the mining holders as established by this law; and, also; 3. Have by any title, an installed capacity of production and/or benefit of not more than twenty five (25) metric tons per day. In the case of non metallic mineral and building material producers, the maximum limit of the installed capacity of production and/or benefit will from for up to one thousand one hundred (100) metric tons per day. In the case of metallic fields, the maximum limit of installed capacity of production and/or benefit, will be two hundred (200) cubic meters per day. The condition of the small mining producer or artisanal producer shall the accredited before the General Directorate of Mining through a biennial affidavit. CONCORDANCES: Law No. 27651, Art. 21 (Classification of the small mining producer or artisanal producer of non metallic mining) D.S. No. 0052009EM (Approval of Regulation of the Law No. 27651 Law of Formalization and Promotion of Smallscale Mining and Artisanal Mining) Law No. 29789 (Law that creates a Special Tax to Mining),

Art. 8 LEG. D. No. 1105, Second Final Compl. Provision (Legislative Decree wich establishes provisions for the procurement process of the small mining or artisanal mining activities) Article 92. The small producers which production centers are located in emergency areas and those that restart activities until December 31, 1993, can be entitled to the provisions in the Articles 78, 79 and 80 of this Law, if they invest at least half of the amount consigned in the Article 79. (*) (Art. Dec. 10, Leg. No. 708). Article superseded by the Article 12 of the Law No. 27651, published on 24012002, which text of the following: Article 92. The small mining producers, including the artisanal producers, can be entitled to the previsions in the Articles 78, 79 and 80 of this Law, if they invest at least the equivalent in national currency of US$ 500,000.00 for small mining producers and US$ 50,000.00 for artisanal producers. CONCORDANCES: D.S. No. 0052009EM, Art, 21 (Law Regulation No. 27651 Law for Formalization and Promotion of Smallscale Mining and Artisanal Mining) ELEVENTH TITLE MINING JURISDICTION CHAPTER I ADMINISTRATIVE ORGANS Article 93. The administrative jurisdiction for mining affairs, corresponds to the Executive Power and will the applied by the Mining Council, the General Directorate of Mining, the Division of Mining Inspection, the Regional Mining Organs and the Public Mining Registry. The allocations assigned to the General Directorate of Mining, the Division of Mining Inspection can be modified by the Supreme Decree (*) RECTIFIED BY IMPERFECTION NOTE and Regional Mining Organs. (art. 178, Leg. Dec. No. 109). CHAPTER II MINING COUNCIL Article 94. Are attributions of the Mining Council: 1) To know and resolve the last administrative instance of resources for revision.

2) To resolve about the damages claimed in the administrative way. 3) To resolve the resources of claim for rejection of the revision resource. 4) To answer the consultations formulated from the Organs of the National Public Sector about their issues as long as they dont bring any case that is actually under administrative or judicial process. 5) To unify the administrative jurisprudence regarding mining issues. 6) Propose to the Ministry of Energy and Mining the corresponding taxes to the matters this Law is in charge of. Concordance: R.M. 22593EMVMM; Art. 1 7) Propose to The Ministry of Energy and Mining the legal and administrative provisions that are necessary for the improvement and better applications of the mining legislation. 8) Elaborate its Regulation of Organization and Functions. 9) Execute other attributions that laws and regulation consign, or that are inherent to its function. (Art. 179. Leg. Dec. No. 109). Article 95. The Mining Council is composed by five members, who are in charge of that position for five years, and are going to stay firm on that position, as long as they dont incur in negligence, incompetence or immorality , cases in which The Ministry of Energy and Mines will formulate the corresponding Supreme Resolution of subrogation, that is going to be issued with the approved vote of the Council of Ministries. Three of the Council members are attorneys and two are registered mining engineers or geologists. Exceptionally substitute members can be called. (Art. 180, Leg. Dec. No. 109). Article 96. The appointment of the Council members is going to be done through Supreme Resolutions with the approval vote of the Council of Ministers. The appointment shall be of people recognized for their morality and instructed on mining with not less than 10 years of professional exercise and experience on the activity.

The Council will count with a reporting clerk lawyer, appointed or removed by Supreme Resolutions, proposed by the Council. The administrative personnel will be appointed or removed by the council (Art. 181. Leg. Dec. No. 109) Article 97. The members of the Mining Council will chose among their members, a President and a Vicepresident, who are going to occupies the position for one year. (Art. 182, Leg. Dec. No. 109). Article 98. The member of the Council and the Reporting Clerk will execute their position as a full time and with the exclusive dedication. (Art. 183 Leg. Dec. No. 109). Article 99. The Council will assemble on daily basis. For the realization it is required the minimum assistance of four of their members. In order to adopt resolutions three approved votes are required, with the exception of what was consigned in the Article 152 of this Law. (Art. 184 Leg. Dec. No. 109). Article 100. Are the reasons of abstention for the Members of the Council, the cases of expected challenges by Law for the member of the Judiciary, on which it may be applicable. The non abstention of the cases to proceed will result in responsibility. (Art. 185, Leg. Dec. No. 109). CHAPTER III GENERAL DIRECTORATE OF MINING Article 101. Are attributions of the General Directorate of mining, the following: a) To grant the title of benefit concessions, mining transportation and general labor. b) To approve the investment program with execution periods, that has character of Affidavit, with respect to the tax stability contracts, of the Articles 78 and 79 of the present Law. c) To approve the study of technical economic feasibility, which has a character of Affidavit that refers the Articles 82 and 83 of the present Law.

d) To propose the adhesion contract models that guarantee the benefits established on the Title Nine of this Law. e) To ensure accomplishment of tax stability contracts. f) To resolve the formation of Administrative Economic Units. g) To Evaluate the Consolidated Annual Statement that shall present the headlines of the mining activity. h) To manage the Validity Rights. (*) (*) In compliance with the Article 1 of the Supreme Decree No. 05299EM, published on 280999, it is assigned to the Public Mining Registry the functions consigned in this document. i) To evaluate and rule on the requests of Area of Non Administrations of claims. j) To approve the location, design and operation projects of the exploitation concessions and benefit, in the cases the Regulations points it out. k) To propose the welfare, security and hygiene mining norms. l) To impose sanctions and fines to the holders of mining rights that fail to fulfill their obligations or infringe the provisions consigned in this Law, its Regulation and the Environmental Code. m) To prepare the statement of expert miners. n) To impose the sanctions to the Experts that fail to fulfill with what was consigned in the Experts Regulation, this Law and its Regulation. o) To resolve by law or at the beneficiary's request about the claims concerning the extraction of mineral with any right. p) To manage the amount coming from auctions of mining rights. (*) (*) In compliance with the Article 1 of the Supreme Decree No. 05299EM, published on 280999, the consigned functions in this document are assigned to The Public Mining Registry.

q) To resolve the requests for the establishment of easements and expropriations. r) To approve and inspect the housing, health, welfare and security mining programs s) To classify the holders of mining activities in small, medium or big according with the effective legislation. t) To submit their opinion about the precedence of the request for the interruption and reductions of the mining activity, in the proceedings that interpose before the work authority. u) To resolve the appealing resources and grant the revision, in the corresponding proceedings to apply the administrative jurisdiction. v) To resolve the claim resources through denial of appealing resource. w) To execute the other inherent attributions to its function. Ninth Final Disposition, Leg. Dec. No. 708 and D.S. No. 00292EM/VMM). Concordance: R.PRES. No. 044CNDP2006, Energy and Mining Sector 2.5 (Transfer Plan 20062010) D.S. No. 0782009EM (Implement environmental remediation measures in charge of the mining holder that has developed activities and/or executed project related with the mining activities consigned en The General Mining Law) CHAPTER IV DIVISION OF MINING INSPECTION CONCORDANCE: LAW No. 27474 Article 102. Are attributions of the Division of Mining Inspection, give their opinion and rule on the following: a) The fulfillment of the Tax Stability Contracts. b) The formation of Economic Administrative Units. c) The Consolidated Annual Statement the headlines of mining activity must present.

d) The fulfillment of payment of Validity Rights. e) The nonfulfillment of the mining rights headlines of their obligations or the infraction of provisions consigned in this Law, its Regulation and the environmental Coda. f) The housing, health, welfare and security mining programs. g) The Qualification of mining activities headlines, such as small, medium o big, in compliance with the effective legislation. (Ninth Final Disposition, Leg. Dec. No. 708 and D.S. No. 002920EM/VMM). CHAPTER V PUBLIC MINING REGISTRY (*) (*) In compliance with the Article 5 of the Supreme decree No. 0152001EM published on 29032001, it is specified that from the validity of the stated Supreme Decree, the mentions to the existent Public Mining Registry in the Consolidated Amended Text of the General Mining Law, approved by this Supreme Decree and other legal norms and regulations related, are understood as referred to the National Institute of Mining Concessions and Cadastre INACC. Concordances: D.S.No. 01993EM (Unique Text of Administrative Procedures) DS. No. 0282001EM (Unique Text of Administrative Procedures) R.No. 0532004SUNARPSP (Regulation of Mining Rights Inscriptions) Article 103. The Public Mining Registry will be subject to the provisions of this Law, to its Organic Law, its Regulations and, supplementary, to the provisions the Inscription Regulations of the National Office of Public Records. (Art. 190 Leg. Dec. No. 109). Article 104. Create in the Public Mining Registry, the Office of Mining Concessions, where the ordinary mining proceeding will be issued with documents, and the already granted and to grant mining concessions are going to be registered, as well as the other actions and contract related to them. Are also applicable for registration (*) NOTE SPIJ in the Public Mining Registry, upon request of the party, the contract of any nature that are related with concessions and with people executing mining activities, or, related to those, as long as they count with a public deed, with the exception the law expressly allows a different formality.

Administrative actions that are applicable for registration ex officio or upon request of the party, are registered with a certificate copy issued by the competent Administrative Authority. (Art. 41, Leg. Dec. No. 708 and Art. 191, Leg. Dec. No. 109). Article 105. The following are attributions of the Public Mining Registry: a) To register and resolve about the formulation requests of mining experts. b) To issue and resolve about the opposition resources presented in accordance to the Law. c) To issue and resolve about the admission claims in other law. d) To issue and resolve about the accumulation requests of petitions and concessions. e) To issue and resolve about requests on the use of barren land and use of loam land. f) To grant the title of mining concessions. g) To incorporate the companies, when the expedient is subjected to its jurisdiction. h) To declare the expiration, abandon, expiration or nullity of concessions and publish, in any case, its free denouncement. i) To resolve about the partial or total waive of mining concessions. j) To periodically inform to The General Directorate of Mining about the infractions the nominated Experts comment in the exercise of the function. k) To prepare el Mining Registry. l) To concede the revision resources in the proceedings where it corresponds to execute administrative jurisdiction. m) To execute the other inherent attributions to its functions. (Ninth Final Disposition, Leg. Dec. No. 708 and D.S. No. 00292EM/VMM).

Article 106. The actions, contracts and resolutions that are not registered, dont generate any effect against the State or against third parties. (Art. 192, Leg. Dec. No. 109). Article 107. The titles of concessions shall be registered if the resolutions allocate it. The Public Mining Registry, will proceed to extend the entry corresponding to the inscription of the title of mining concessions, of general labor and mining transportations, which is going to contain the transcription of the allocating Resolution. Likewise, it will file the proper documentation to the mining requests. For these cases the concessions of benefits, the inscription of the title will contain the Directorial Resolution it may granted filing a certified copy of the descriptive memory, the treatment scheme, the use of water needed and the disposal of industrial and domestic liquids. (Art. 193, Leg. Dec. No. 109). Article 108. The mining petitions are recorded, by the written merit of the petition, sketch and copies of the payment receipts, for the rights of inscription and validity. The other administrative actions related with the petition, and that are going to be dictated upon the inscription of concession title are to be recorded after the request of a party. The mining petitions are recorded in the Concession Book. (*) (Art. 194, Leg. Dec. No. 109) (*)Superseded Article by the Article 1 of the Law Decree No. 25998, published on 2612 92, which text is the following: Article 108. The mining concessions are recorded on the Mining Rights Book. The other actions related to the mining concession granted, will be recorded upon the request of a party. Article 109. The Registrars can formulate the remarks to the titles presented before them, in which case the interested parties should rectify it in a period of not more than fifteen days. Against the remarks or marks formulated by the Registrars, the interested parties can appeal within a term of fifteen days, before the Head of the Public Mining Registry. There is place for a revision before the Mining Council in a period of fifteen day against the Resolution the Head issues.

(Art. 195, Leg. Dec. No. 109). CHAPTER VI IMPEDIMENTS Article 110. The impediments of the people that operate the mining jurisdiction, are the same that establish the Law for the First Instance Judges. (Art. 196, Leg. Dec. No. 109). TWELFTH TITLE PROCEEDING CONCODANCES:D.S. No. 01892EM (Regulation) D.S. No. 02592EM (TUPA) D.S. No. 05599EM (TUPA) CHAPTER I GENERAL PROVISIONS Article 111. The State guarantees that the mining proceedings respond to certainty, simplicity, publicity, uniformity and efficiency principles. (Art. 39, Leg. Dec. No. 708). Article 112. In case two or more petitioners request the same area, the first filing the request shall be eligible. (Art. 197. Leg. Dec. No. 109). Article 113. While the request of the mining concession is being issued and the validity hasnt been definitely resolved, no request on the same area will be accepted, regardless the petitioner, or to have it present. (Art. 198, Leg. Dec. No. 109). Article 114. If, during the proceeding of a mining petition it is advised that it is totally overlapped above a previous one, the next petition will be cancelled and recorded to its file. If the overlapping is partial, the new petitioner shall reduce its petition respecting the previous mining concession area. The reduction shall be done, within the next 30 days upon the notification of the resolution that is distinguishing on the overlap. (Art. 199, Leg. Dec. No. 109).

CONCORDANCE: D.S. No. 0394EM Article 115. If by any cause, two or more mining concessions appear totally or partially overlapped, with a filled title, for more than ninety days from the publication referring to the Article 124 of this Law, the Head of the Public Mining Registry will incorporate a company of the overlapped area. The overlapped area will always establish a new mining concession that is going to take the name of the oldest overlapped mining concession, followed by the word reduction. The participation the original partners in the company to incorporate will be equal proportions. The original rights are going to be reduced to the nonoverlapped areas, whenever is the case. The stated on previous subsections wont be applicable, in case the parties adopted a different agreement to solve the overlap. However; if what was stated above, wouldnt have been advised the overlap, to extinguish any of the overlapped concessions, the effective concessions will automatically acquire the totality of rights on the overlapped area. (Art. 200 Leg. Dec. No. 109). Article 116. If a petitions that comprises a partial o total area is formulated, the lands granted in accordance with what was disposed in the document 2) from the Article 37 of the present Law, the Mining Concessions Department of the Public Mining Registry, before submitting the publications and completing the established proceeding in the Article 143, will be pronounced on the precedence of the petition. It is declared applicable if the solicitor demonstrate a major importance of its petition and, if possible, the transfer of the installations implanted for the purposes of the affected concession to other place, except if they can be superseded without a major interference. After declaring the precedence of the petition, the Mining Concession Department, in its case, the transfer of installations will proceed, being the solicitor responsible for the expenses and indemnity payment that corresponds to the appraisal developed by The Mining Authority. Once the transfer is done and the respective sums are paid, the Mining Concession Department will continue with the proceeding. (Art. 201, Leg. Dec. No. 109 and Art. 43 Leg. Dec. No. 708).

CHAPTER II ORDINARY PROCEEDING FOR MINING CONCESSIONS Article 117. The ordinary proceeding for the granting of mining concessions, is established through a decentralized national jurisdictions, in charge of the Public Mining Registry. For its effect, the Mining Concessions Department of the Public Mining Registry shall carry out a grid system of one hundred hectares each, dividing the national territory fixing the UTM coordinates, and will incorporate the petitions in such grids that are being formulated, with the additional referential criteria that would have pointed out the petitioner at the moment of filing the request. (Arts. 40 and 43 parg. a) Leg. Dec. No. 708). Article 118. The solicitor shall present the petition to the mining concession to any Public Mining Registry Office, or to the entity that authorizes such Registry, paying the 10% of the Applicable Tax Unit. In case the denouncement if formulated by one or two people, they also have to designate a common representative at the moment of filing the petition. Apart of the requisites by law, the application must indicate the UTM coordinates of the grid or group of adjoining grids, at least by one side, for those where the concession is requested, respecting the preexistent rights. (Art. 43, subsection b) Leg. Dec. No. 708). Article 119. The name of the petitioner cant be the same as the allocated mining concessions have or as the petitions on process, in the whole national territory. Advised the duplicity, the Head of the Mining Concession Department will notify the interested party to supersede the name within a period of fifteen days. Once this term has past, the change will be done ex officio. (Art 21, Leg. Dec. No. 109 and Art. 43, Leg. Dec. No. 708). Article 120. In case the existence of petitions or mining concessions is advised on the same grid or group of grids, the Head of The Mining Concession Office, within a term of the nest seven days to the presentations of the new petition, will cancel this last and will order the new informant the reduction of the free grid or group of grids. (Art. 43, subs.. b), last subsection, and c) Leg. Dec. No. 708). Article 121. In the case the existence of other petitions or mining concessions is advised in part of the same grid or group of grids, the Head of The Mining Concessions Office, within a period of the next seven days from the presentations of the new petition, will notify this last one to the headlines of the petitions or previous mining concessions.

(Art. 43 subs. b) last paragraph, and d), Leg. Dec. No. 708). Concordance: D.S. No. 0795EM, Art. 1 Article 122. Simultaneously, the Head of the Mining Concessions will provide the petitioner notices for its publications, for just one time, within a period of the next thirty days upon reception, in the Official Newspaper El Peruano and in other newspaper of the province where the requested area is located. In this last case, if it doesnt exist a newspaper, then for seven working days, notices must be fixed in the respective Regional Office of Mining. (Art. 43, subs. d), Leg Dec. No. 708). Article 123. Within sixty days from the last publications or notifications to the previous headline petitions, whatever is last, if there is no opposition, the acts will be submitted to The Mining Concession Department for its evaluations. Once the technical opinions and legal favorable are produced, they will have to the submitted in a period of not more than thirty days, the Head of The Public Mining Registry will grant the title of the concession. (Art. 43 subs. e) and f) Leg. Dec. No. 708). Article 124. On monthly basis, The Public Mining Registry will publish on the Official newspaper El Peruano the list of mining concessions which titles were approved the previous month. (Art. 43, subs. f) last paragraph, Leg. Dec. No. 708). CONCORDANCES : R.J. N 1822002INACCJ R.J. N 013432002INACCJ R.J. N 014082003INACCJ R.J. N 020902003INACCJ RJ N 041842003INACCJ R.J. N 035692004INACCJ R.J. N 014792005INACCJ R.J. N 018572005INACCJ R.J.N 023222005INACCJ R.J. N 026712005INACCJ R.J.N 032082005INACCJ R.J. N 042212005INACCJ R.J. N 053452005INACCJ R.J. N 08222006INACCJ

R.J. N014452006INACCJ R.J. N 19742006INACCJ R.J. N 024432006INACCJ R.J. N 29252006INACCJ R.J. N 33452006INACCJ R.J. N 37152006INACCJ R.J. N 47752006INACCJ R.J. N 53512006INACCJ R.J. N 00257INACCJ R.J. N 07022007INACCJ R.J. N 12252007INACCJ R.J. N 016592007INACCJ R.J. N 23902007INACCJ R. N 0792007INGEMMETPCD R. N 01002007INGEMMETPCD R. N 01142007INGEMMETPCD R. N 01222007INGEMMETPCD Article 125. Against the resolution of the Head of the Public Mining Registry, a revision resource may be logged before the Mining Council that shall be imposed within the next fifteen days to the publication the previous article refers to which resolution concludes the administrative may. The resolution of the Mining Council could be contradicted before the Judiciary, in contentious administrative actions, within the next thirty days upon notification to the parties. The title of the concession and the acquired rights with such title, cant be disputed before the Judiciary for any cause, after the period of previous paragraph has expired. (Art. 43, subs. g), Leg. Dec. NO. 708). Article 126. Whether the resolution for the allocation of the concession title is Consented or final, it will proceed, upon request of the interested party, the inscriptions, date from which the new concession holder will be capable to execute the rights granted by the title and to accomplish with the working obligations that are inherent to the same, (*) (Art. 43. Subs. h) Leg. Dec. No. 708) (*) superseded Article by the Article 1 of The Law Decree No. 25998, published on 2612 92, which text is the following: Article 126. Whether the resolution for the allocation of the concession title is consented or final it will proceed upon request of the interested party, the inscriptions. Article 127. By the concession title, the State recognizes to the concession holder the right the exclusively execute, on a dully delimited surface, the inherent activities to the concession, as well as the other rights this Law recognizes, without prejudice of the corresponding obligations.

(Art. 232, Leg. Dec. No. 109). Article 128. If simultaneous requests with UTM coordinates were presented to determine the existence of overlapping on a determined area between the petitioners. The Mining Concession Department will point out the same act, on the day and time of the auction, that cant be before ten days or after thirty from the presentation date of the requests. The basic price of the auction will be the 3% of the UIT per concession of up to 100 hectares. In major areas, the basic price will increase by 0.2% of UIT, for each one hundred additional hectares, or fraction. The deposit is mandatory, in cash or by a cashiers check, the 10% of the basic auction, upon the order of the Mining Public Record, with not less than 24 hours of anticipation. With the presence of the interested parties that assist, at the settled time, the Head of the Mining Concession Department will open the auction act, receiving the offers for a minimum term of one hour, and once the auction competence is exercised the allocation of area will correspond to the highest offer. From all the actions an act will be executed that the Head of the Mining Concession Department is going to subscribe, the bidder and the interested parties that want to do it. The bidder shall consign in the account of The Mining Public Record the amount of its offer within a period of the two next working days, under the penalty of having it abandoned and adjudicate the petition to the bidder that has offered the next superior offer. In this last eventuality, the substitute bidder shall double the price that would have offer within five working days from the notice. This norm will be successively applied. If bidders dont show, the auction will be declared deserted and the expedients will be sent dully gathered to the Public Mining Registry Office in order to proceed with the publishing of the area to report. (*) (Art. 217, Leg. Dec. No. 109 and Art. 41, Leg. Dec. No. 708). (*) Amended Article by the Article 1 of The Law No. 28031, published on 19072003, which text is the following: Article 128. If simultaneous requests with UTM coordinates that determines the overlapping existence on a determined area are presented, the area will be auctioned between the petitioners. The Mining Concession Department will point out in the same act, the day and time for the auction, that cant be before ten days or after thirty days from the presentation date of the applications. The functions of the Mining Concession Department subject to this article could be delegated for each case and expressively by the Head of the National Institute of Mining Concessions and Cadastre to the decentralized offices of this institution.

The basic price of the auction will be 3% of the UIT for concession of up to 100 hectares. In major areas, the basic price will increase by 0.2% of UIT, for each one hundred additional hectares, or fraction. The deposit is mandatory, in cash or by a cashiers check, the 10% of the basic auction, upon the order of The Public Mining Registry, with not less than 24 hours of anticipation. With the presence of the interested parties that assist, at the settled time, the Head of the Mining Concession Department will open the auction act, receiving the offers of each bidder in a closed envelope and the equivalent of 20% of their offer in cash or cashiers check as guarantee of the offer. Once the envelopes are open and the offers are read, the area will be allocated to the highest offer. From all the actions an act will be executed that the Head of the Mining Concession Department is going to subscribe, the bidder and the interested parties that want to do it. The bidder shall consign in the account of the Public Mining Registry the amount of its offer minus the guarantee of the offer within a period of the two next working days, under the penalty of losing the deposit of 10% of the basic price of the auction, as well as a guarantee deposit of the offer and for having the petition abandoned, without the prejudice of adjudicating the area to the bidder that has offered the next superior offer. In this last eventuality, the substitute bidder shall pay the price that would have offer within the five working days from the notice. This norm will be successively applied. The deposits made will be returned to the bidders that didnt achieved the adjudication, after the respective consignation is made. If bidders dont show, the auction will be declared deserted and the expedients will be sent dully gathered to the Public Mining Registry Office in order to proceed with the publishing of the area to report. CHAPTER III PROCEEDING FOR CONCESSIONS OF BENEFIT, GENERAL LABOR AND MINING TRANSPORTATION Article 129. Corresponds to the General Directorate of Mining the knowledge and approval of the requests of benefit concessions, general labor and mining transportation. The respective proceedings are going to be established in the Regulations of this Law. The inscription of these rights is going to be executed in The Public Mining Registry. (Art. 42, Leg. Dec. No. 708) CHAPTER IV PROCEEDINGS FOR THE EXPROPRIATION AND EASEMENT Article 130. The request for the establishment of easement and/or expropriation will be presented to the General Directorate of Mining , indicating the location of the land and, in

its case, the appreciation of the expense that is going to suffer the good to act on. It will come with a Descriptive Memory with the detail of works to execute. The General Director of Mining will summon the parties to get together on the fifteenth day after the notification, under a warning to continue with the proceeding in case of failing in appear. In such action, the owner of the land shall guarantee its right. If the parties arrive at an agreement the General Director of Mining will order to grant the public deed as recorded in such agreement. In case of disagreement or if a warning become effective, the General Director of Mining will designate an expert to determine the source of the expropriation and, in its case, the compensation or the appraisal funds, for which the execution of the ocular inspection will be ordered with the summon of the interested parties and the expert. The ocular inspection will be practiced within a period of sixty days from the appearance, in order to compare the need of the requested right. Once the inspection is done, the expert will have to issue a report within thirty days, and submit it with the expedient to The General Directorate of Mining. (Art. 246, Leg. Dec. No. 109, ninth Final Disposition, Leg. Dec. No. 708 and Art. 1, D.S. No. 00292EM/VMM. Article 131. The expert testimony about the origin of expropriation shall be pronounced necessarily and, in its case, the compensation amount or the appraisal funds and the indemnity for the corresponding damages. The General Directorate of Mining will summit a resolution within a maximum term of thirty days after the expert testimony is received. In case of declaring the request founded, the resolution will fix the compensation or the appraisal funds, as well as the indemnity for damages wherever is applicable. The solicitant concession holder will consign to the General Directorate of Mining the sum of the payment its responsible for within a maximum period of thirty days, under pain of declaring the request abandoned. Once the consignation is executed, the General Directorate of Mining will proceed to prepare the corresponding minute within the next thirty days and will order the notified parties, under the warning of signing those on default. The consigned value will be submitted after the public deed is signed. (Art, 246, Leg. Dec. No. 109). Article 132. In the case of not knowing who is the owner of the land on the request, the summon to order for appearance will be done for three time in the Official Newspaper El

Peruano, and in a local newspaper or from the closest place where the land is located, mediating eight days among the publication and, also, through a bill that is going to be fixed in the real state. The summon will take place after the term of sixty days has expired starting on the next day of the last publication, with or without the concurrency of the owner, having to continue with the proceeding in its case, in accordance with what was disposed in the previous articles. What was stated in the paragraphs above will be applied in the case that, in the summon to the presumed owner doesnt verify its right on the land. (Art. 247, Leg. Dec. No. 109). Article 133. During the issuance of the expedient, no resource that difficult it, with the exception of the revision against the resolution the easement or the expropriation. The resolution that ends the administrative way can by judicially contradicted, only for valorization effects. In case two or more people allege a better title on the land, the intervention proceeding will continue with the interventions of all of them until the expedition of the resolution, in which its rights are going to be save so they can have value before the Judiciary, on the price, that is going to be held on the Banco de la Nacin until the judge is solved. If the easement or expropriation is not approved, no works can be executed for those that were requested. (Art. 248, Leg. Dec. No. 109). Article 134. Despite the provisions of the previous articles, the petitioner and the owner of the affected land, can directly agree in any stage of the proceeding, in which case, the authority that execute the jurisdiction can summit the public deed that formalizes such agreement, the one that would have to be granted in a maximum period of fifteen days, under the advice of following the proceeding in accordance with the current state. (Art. 249, Leg. Dec. No. 109). Article 135. If the Mining Authority proves that the land for expropriation is used for different purposes than the purposes specifically requested, it will pass without any cost to be property of the State, for which the General Directorate of Mining will submit the respective Resolution, the one that is going to be registered at the National Office of The Public Records and in The Public Mining Registry. (Art. 250, Leg. Dec. No. 109).

MINING USE OF BARREN AND LOAM LANDS Article 136. The application for mining use of barren land outside the perimeter of the concession, will be presented before the Mining Public Record with similar information to that required for the petitions of mining concessions, accompanied by a sketch of the perimeter of the area requested which is enclosed within a polygonal referred to UTM coordinates. The Head of the Public Mining Registry will set a day and time for an ocular inspection diligence to verify the UTM coordinates of the land and check its erial status. Once these requirements are accomplished, the Head of the Public Mining Registry will authorize the mining use the erial land. (Art. 251, Leg. Dec. No. 109, Ninth Final Disposition, Leg. Dec. No. 708 and Art. 1, D.S. No. 00292EM/VMM). Article 137. The application for the use of barren land will be presented with the same requirements listed in the previous article with a demonstrative sketch of concessions that might be nearby or adjacent to the loam land, if known. The Head of the Public Mining Registry will order the publications, once, in the Official Newspaper "El Peruano", and in a local newspaper where the land it is located and, if there were no opposition within thirty days from the last publication, the use of the requested loam land will be considered. (Art. 252, Leg. Dec. No. 109, Ninth Final Disposition, Leg. Dec. No. 708 and Art. 1, D.S. No. 00292Em/VMM). CHAPTER VI ACCUMULATION Article 138. The applications for accumulation of concessions and mining petitions that are formulated from December 15, 1991, shall conform to the grid system established in Article 117 of this Law, in the area or areas where this is possible. The accumulation proceeding will be followed before the Mining Concession Department. (Art. 46, Leg. Dec. No. 708) CHAPTER VII WAIVER Article 139. The mining concession area may be partially waived provided that the retained area is not less than a grid of one hundred hectares. On the waived area the assignees and mortgagees will have a preemption right, for the time its free availability is declared.

For this purpose, the application submitted by the owner of the concession to the Head of the Mining Concessions Public Mining Registry is enough. (*) (Art. 20 subs. a) and Ninth Final Disposition, Leg. Dec. No. 708, and Art. 1, D.S.No. 00292 EM/VMM) (*) Superseded article by Article 1 of Decree Law No. 25998, published on 261292, being drafted with the following text: "Article 139. Mining concessions may be partially waived provided that the retained area is not less than a grid of one hundred hectares. The requested mining concession area until December 14 of nineteen ninety one may partially waived, provided the area held not less than one hectare. On the waived area the assignees, creditors and mortgagees will have a preemption right, for the time its free availability is declared. In the aforementioned waiver cases, the application must include the requirements established on the Regulations. " CHAPTER VIII CLAIMS Article 140. If the holder of a concession files for flood, landslide or fire of their work or in general situations which undermine the health and safety regulations, for reasons attributable to the next concession holders, it must be submitted in writing to the General Directorate of Mining, denouncing such violations. The Director General of Mines will order an ocular inspection, which should be completed in the shortest time possible, according to the seriousness of the allegation, not exceeding the 10 days from the reception of the request. Once the ocular inspection is practiced, The Director General of Mines shall issue the corresponding Resolution. The contested appeals against this resolution will be processed without the suspension of the effects of it. (Art. 257, Leg. Dec. No. 109, Ninth Final Disposition, Leg. Dec. No. 708 and Art. 1, D.S. No. 00292EM/VMM). Article 141. The complaints by importation in concession or external petition shall be submitted in writing, to the Head of Mining Concessions Department of the Public Mining

Registry, for the alleged loss, accompanied with a certified copy of concession titles and those of the alleged infringer, if any. The Head of the Mining Concessions Department shall appoint an expert and must carry out an ocular inspection diligence, which will be performed within a period not less than ten days nor more than thirty days, which will include the topographic relation, the appraisal of allegedly extracted minerals, determination of the damages caused, in its case, and the analysis of each concession title. The expert operation can be attended by the assisted parties by associated engineers, civil, miners and geologists being able to record their observations during the act of diligence. The expert shall submit his expert report within a period not exceeding thirty days after the procedure, unless, by the nature of the operation, it would require a longer period that will be authorized by the Head of The Mining Concessions Department. The Head of the Concessions Department shall conclude based in what was executed within a period of not more than thirty (30) days. Once the administrative method is exhausted, the resolution may be contradicted before the Judiciary, after depositing at the Banco de la Nacion the sum ordered to pay in the administrative resolution to end the instance or an enough guarantee. (Art. 258, Leg. Dec. No. 109, Ninth Final Disposition, Leg. Dec. No. 708 and Art. 1, D.S. No 00292EM/VMM). Article 142. Within three days from the date when the evacuation of the invaded area is accepted or the resolution is executed, the Head of The Mining Concessions Department will order to proceed with the implementation of that resolution, under penalty of evacuation with the help of the law enforcement officers. If the purchaser does not pay the sums to pay the aggrieved party may request a payment before the judiciary. (Art. 259, Leg. Dec. No. 109, Ninth Final Disposition, Leg. Dec. No. 708 and Art. 1, D.S. No. 00292EM/VMM). CHAPTER IX OTHER PROCEEDINGS Article 143. The contentious issues that have no special procedure indicated in this Law, shall be subject to the procedure indicated bellow. Once the application presented, the Head of the Mining Concessions Department of Mining Public Record will summon the parties to a hearing for the tenth day after it is

notified. If the applicant does not attend the summons, the procedures shall be considered abandoned. If the other party does not attend, a new hearing will be referred within a maximum period of six days, under the advice of continuing the proceeding. If the parties set an agreement in the hearing, the act will be filed, and the Head of the Mining Concessions Department will issue the corresponding resolution. In case of disagreement or rebellion, the Headquarter of Mining Concessions, at the request of a party or ex officio, will order the tests considered necessary, to act within a maximum period of 30 days, expired when the corresponding resolution will be issued. (Art. 260, Leg. Dec. No. 109, Ninth Final Disposition, Leg. Dec. No. 708 and Art. 1, D.S. No. 00292EM/VMM). CHAPTER X OPPOSITION Article 144. The opposition is an administrative procedure to dispute the validity of the petition of a mining concession, the same that may be made by any natural or legal person, who considers himself affected in his right. The opposition shall be filed in any office of The Public Mining Registry, even before the issuing of the title of the new petition, offering at that moment the relevant evidence. When this period expires the new title can only be contradicted under appealing procedures set forth in Article 121 of this Law (*) (Art. 44, Leg. Dec. No. 708). (*)Second paragraph superseded by the Article 1 of the Law Decree No. 25998, published on 261292, which text is the following: "The opposition shall be presented in any office of The Public Mining Registry, even before the issuance of the title of the new petition, offering at the time the relevant evidence. After this period, the new title can only be contradicted by the appeal contested appeal consigned in the Article 125 of this Law " Article 145. The opponent may offer an expert report, linking their right with UTM coordinates, by means of, to the effect of any of the payroll experts approved by the Director General of Mines. The opponent may offer differently the ocular inspection of relation test, for which purpose the parties will appoint expert. If the parties dont agree, the casting expert shall be appointed by the Head of the Mining Concessions Department, from a list approved by the Director General of Mines. (Art. 44, Leg. Dec. No. 708).

Article 146. Of the opposition shall be conveyed by the term of seven (7) days. Either the transfer is acquitted or not, the Head of the Mining Concessions Department shall order the performance test within a period of thirty days. If the test was an ocular inspection or relation, the casting agent shall summon the parties to execute the respective diligence, which will take place with or without the concurrence of them. The expenditures for the execution of opposition tests will be assisted by the proprietor of the most recent petition. (Art. 44, Leg. Dec. No. 708). Article 147. In the proceedings, the Head of the Public Mining Registry will issue resolution, after the advice of the Legal and Technical offices. No later than thirty (30) days since the casting expert may have delivered its decision. Against the decision of the Registrar, it should appeal. (Art. 44, Leg. Dec. No. 708). CHAPTER XI NULLITY Article 148. Are voided of full right the administrative acts whic are: 1) Dictated by incompetent organ: 2) Contrary to the Constitution and the laws and those containing a legal impossibility; 3) Dictated ignoring the basic norms for procedures, and in the manner prescribed by law. (Art. 267, Leg. Dec. No. 109). Article 149. The mining authority will declare the nullity of acts, ex office or upon request, in the event of any material defect, further processing to the state in which the defect occurred, but will endure the trials and other proceedings that wont affect such nullity. (Art. 268, Leg. Dec. No. 109).

Article 150. The nullity will be deducted before the authority exercising jurisdiction and will be processed in separate line without interrupting the processing of the file. The referred authority will develop the separated notebook, including the copies designed by the parties and that the authority may specify. The notebook will be raised to the next higher authority, which shall settle the annulment. (Art. 269, Leg. Dec. No. 109). CHAPTER XII ABANDONMENT Article 151. The application for mining concessions in which, the failure of the interested party would have expired the terms or extensions will be declared abandoned by the mining authority. (Art. 270, Leg. Dec. No. 109). CHAPTER XIII DISQUALIFICATION Article 152. In case of disqualification, the proceedings shall be sent to the higher court which will resolve in a single instance. The disqualification of a member of the Mining Council shall be brought before it. The Mining Council without the presence of the member challenged and with the assistance of at least three members, shall resolve it. In order to proceed with the disqualification it will be required the affirmative vote of not less than three members. (Art. 271, Leg. Dec. No. 109). CHAPTER XIV RESOLUTIONS Article 153. The administrative resolutions are classified in decrees, records, administrative resolutions, directorial and Mining Council. The decrees are issued to perform the procedures established by law. Records resolve proceeding issues that are not of mere processing or end its mining administrative jurisdiction or instance. The resolutions shall terminate the instance or mining jurisdiction.

The decrees and reports issued in the mining process, causing no status. (Art. 272, Leg. Dec. No. 109). Article 154. Against the decrees may be ordered replacement. The mining authority will resolve it outright or running previously communicated to the other party. Against what is not resolved any appeal or revision resource will proceed. Against the records should appeal and/or review, as appropriate, which shall be processed in separate notebook. Against administrative resolutions the revision proceeds. Against directorial resolution may be filed for review. (Article 273, Legislative Decree No. 109). Article 155. The deadlines for filing an action mentioned in the preceding Article shall: 1) Against decrees, within that five next days of notification. 2) Against the reports and resolutions, within the fifteen next days of notification. (Art. 274, Leg. Dec. No. 109). Article 156. A complaint may be lodged against resolutions of the authorities that dont grant the appeal or review. The complaint is to be lodged before the next higher authority, within a period of fifteen days from the day following resolution of the decision denied, and it shall be settled in a single instance. The complaint shall be processed through a separate line and wont stop the processing of the file. (Article 275, Legislative Decree No. 109). CHAPTER XV FROM THE JUDICIAL REVIEW ACTION Article 157. The impugnation lawsuit before the Judiciary against the resolutions that end the administrative proceeding shall be brought before The Civil Division in service of the Superior Court of Lima, which will concede the proceedings at the first instance,

summarizing through full trial proceedings. The demand will be understood with the Attorney General's Office in charge of the affairs of the Energy and Mining Sector, and where appropriate, with the party who has obtained a favorable decision in the administrative proceeding. In these procedures are admissible instrumental, ocular inspection, the expert and the other compatibles with the nature of the process. In no event shall be testimonial evidence and witnesses. The probationary term will be ten days, unless the action is necessary for an ocular inspection and/or experts, in which case the Superior Court will enable the necessary term. The appeal proceeds against the judgment of the Superior Court. No exemption of the payment of costs to whosoever totally lost the case. (*) (Art. 177, Leg. Dec. No. 109). (*) Article superseded by Article 1 of Law No. 26629 published on 200696, which text is the following: "Article 157. The impugnation lawsuit before the Judiciary against the Resolutions to end the administrative proceeding, shall be filed within three months from the notification or publication of the contested Resolution, whichever comes first, before the Civil Chamber in Service of the Superior Court of Lima, which will hear the proceedings at first instance, through the abbreviated process procedures of the Code of Civil Procedures. The demand shall be understood with the Public Prosecutor in charge of judicial affairs of the Ministry of Energy and Mines and where appropriate, with the party who has obtained a favorable Resolution in the administrative procedure. In these procedures the instrumental tests, judicial inspection, expert and the other compatible are admissible with nature of the process. In any case, the statement is admissible from the party and witnesses. The Appeal should proceed with suspensive effect, against the judgment of the Superior Civil Court, before the Supreme Court which shall decide on second and last instance. "(1) (2) (1) Confront with number 1 of the First Final Provision of the Law No. 27584, published on 12072001. CHAPTER XVI DEADLINES Article 158. The deadlines are always counted from the following day on which the notification or publication of the act in question takes place. (Art. 276, Leg. Dec. No. 109).

Article 159. When in this Law, the periods are specified in days, it is understood that are working days for the civil service. The period designated in months meets in the expiration month and day of it for the day of the initial month. The same rule applies when the term is designated in years. If on the expiration month a day is missing, the deadline is the last day of that month. When the last day of the period is a non working day it will be understood as the following working day. (Art. 277., Leg. Dec. No. 109). Article 160. In the case of people who are not compelled to consign an address to the mining authority exercising jurisdiction, the terms of this Law will be added to the distance. (Art. 278, Leg. Dec. No. 109). CHAPTER XVII NOTIFICATIONS Article 161. The mining authority shall send notifications by a certified mail, adding in this case to the file evidence of issuance, except where the interested party would have collected it directly. The terms will start from the sixth day after the date of issuance of the notification by mail. In case of personal service, the term shall start from the following day after its reception, to the interested party that obtained it. To the notification, in case of dispute, the parties shall provide a copy of the resource and documents attached for these purposes. (Art. 279, Leg. No. 109). CONCORDANCES: D.S. No. 0182008EM (Approved Regime of Notification to Personal Electronic Address) THIRTEENTH TITLE MINING CONTRACTS CONCORDANCES: Law No. 29789 (Law that generates a Special Tax to Mining)

CHAPTER I GENERAL PROVISIONS Article 162. The mining contracts are governed by the general norms of the common law, in all that is not contrary to the provisions of this Law. (Art. 280, Leg. Dec. No. 109). Article 163. The mining contracts shall consist in public deed and must be registered in the Public Mining Registry, to be effective before the State and third parties. Contract celebrated by the National Development Bank in accordance with the provisions in its Organic Law are excluded from the formality of Public Deeds. (Art. 281, Leg. Dec. No. 109 and Article 1, Decree Law No. 25480). CHAPTER II TRANSFER AGREEMENT Article 164. In contracts in which all aliquots are transferred (*) CORRECTED BY IMPERFECTION NOTES there is no termination because of injury. (Art. 282, Leg. Dec. No. 109). CHAPTER III OPTION AGREEMENT Article 165. Through the option contract, the concession holder agrees, unconditionally and irrevocably, to be held in the future a final contract provided the person with the option exercises its right to require the termination of this contract within the stipulated term. The option agreement shall contain all the elements and conditions of the final contract, being able to agree that the option can be exercised by either of the parties indistinctly. The mining option agreement shall be celebrated for a period not exceeding five years from the date of your subscription. (Art. 283, Leg. Dec. No. 109). CHAPTER IV MINING ASSIGNMENT AGREEMENT Article 166. The concession holder may tender its mining concession, of benefit, mining general labor or transportation to a third party, receiving compensation. The transferee is replaced by this contract in all rights and obligations the transferor has. (Art. 284, Leg. Dec. No. 109).

Article 167. It is prohibited the state companies with private law, the celebration of mining concession contracts of mining assignment that affect the mining rights on which these companies wouldnt have executed mining works and as at December 15, 1991, are not subject to such procurement system. Regarding mining concession contracts in force such companies encourage, in order of priority, transfer option contracts, or any form of association with the current assignees. Fourth Final Provision, Leg. Dec. No. 708). Article 168. In proceedings in which the title or area of the concession is disputed, it must be necessarily understood with the assignor and the assignee, unless any of them has expressly delegated the right of defense in favor of the other. (Art. 285, Leg. No. 109). Article 169. The assignee that is operating a concession, cannot in turn celebrate mining concession contracts with third parties on such concession. (Art. 285, Leg. Dec. No. 109). Article 170. The mining assignment agreement may be transferred in full to a third, with the express consent of the transferor. (Art. 288, Leg. Dec. No. 109) Article 171. Are grounds for termination of the mining assignment contract, the breach of the obligations contained in Sixth Title, Chapter I of this Law, as well as those that had been agreed in this contract. Shares on termination of the mining assignment agreement will be processed according to the rules of small claims procedures. (Art. 289, Leg. Dec. No. 109). CHAPTER V MORTGAGE CONTRACT Article 172. A mortgage on registered in the Public Mining Registry concessions can be constituted. (Art. 290, Leg. Dec. No. 109).

Article 173. For the purposes of the valuation and auction, the contractors may consider as a single unit, many concessions that form a united set of goods or dependent among those. (Art. 291, Leg. Dec. No. 109). Article 174. The creditor has the right to inspect the given goods as a guaranty and request improvement of the same. (Art. 292, Leg. Dec. No. 109). Article 175. If the concession is declared expired or is abandoned, the creditor may apply to the payment of his credit, the amount obtained from the auction of other fixed assets that had been the subject to the mortgage. Notwithstanding the preceding paragraph, the expiration or abandonment resolution shall terminate automatically if within 30 days from its notification, the mortgagee has the right to be replaced to the concession holder through an application submitted to the Head of the Concessions Office of Public Mining Registry with a notarized signature, in which case the State shall ascribe the concession, including its integrated and accessory parties, unless it had agreed to differentiate, by whose merit the obligation will be understood as paid secured with the mortgage. In order that the mortgagee may exercise the right of substitution, he must be notified with the expiration or abandonment resolution. The new owner will have 180 days from the adjudication (*) CORRECTED BY IMPERFECTION NOTE to match the fulfillment of the obligations for minimum production set in this Law. (*) (Articles 291 and 293, Legislative Decree No. 109 Ninth Final Disposal, Legislative Decree No. 708 and Article 1 of Supreme Decree No. 00292EM/VMM). (*) Abrogated Article by the First Final Provision of Legislative Decree No. 868, published on 011196. Article 176. The auction of mortgaged concessions will take place in a public auction. The basic price for the auction will be the liquidated amount fixed by the contracting parties in the constitutional deed of the mortgage and, in the absence of this one, in the amount of credit mortgage that levy the concession. For these cases the Article 701 of The Code of Civil Procedures does not apply. (*) (Art. 294, Leg. Dec. No. 109).

(*) Abrogated Article by the First Final Provision of Legislative Decree No. 868, issued on 011196. Article 177. In the case the auction is effective, the new owner will be exempt from accomplishment of the minimum production obligations for a period of 180 days starting from the date of award, and at the same time the expiration or abandonment grounds consigned in the Articles 59 to 62 of this Law, in which the previous concession holder would have incurred up to the two years prior the auction. (*) (Art. 295, Leg. Dec. No. 109). (*) Abrogated Article by the First Final Provision of Legislative Decree No. 868, published on 011196.

CHAPTER VI MINING PLEDGE Article 178. There may be a mining pledged all movables designated to the mining activity and extracted minerals and/or beneficiaries of property of the obligor. (*) (Art. 296, Leg. Dec. No. 109). (*) Abrogated Article by the Sixth Final Provision of Law No. 28677, published on March 01, 2006, that in compliance with its First Final Provision the quoted law will take effect in ninety days after its publication in the official newspaper El Peruano. Article 179. The pledge agreement gives the creditor the right to be paid for the value of the thing pledged in preference from other creditors, for the loan amount, its interests and expenses that are indicated in the contract. To make this right effective, the creditor must formally pledge by public deed and file it in the Public Mining Registry. (*) (Art. 297, Leg. Dec. No. 109). (*) Abrogated Article by the Sixth Final Provision of Law No. 28677, published on March 01, 2006, that in compliance with its First Final Provision the quoted law will take effect in ninety days after its publication in the official newspaper El Peruano. Article 180. The debtor will maintain the possession of the good of the pledge, with the right to use it. Their obligations and responsibilities are of the custodian, being from his account the expenses for conservation. The creditor is entitled to inspect the condition of the property subject to the pledge. (*) (Art. 298, Leg. Dec. No. 109).

(*) Abrogated Article by the Sixth Final Provision of Law No. 28677, published on March 01, 2006, that in compliance with its First Final Provision the quoted law will take effect in ninety days after its publication in the official newspaper El Peruano. Article 181. For the pledge agreement, the debtor is unable to celebrate any other contract on the same property without the express consent of the creditor. It may however, sale as a whole or in parts, provided the creditor intervenes to receive from the price, the amount that constitutes the credit. If the purchase price offered is lower than the amount of the claim, the creditor shall have an option to acquire it for the amount, subsisting by its receivable balance. If the creditor does not provide its consent to the sale, the debtor may resort to the judiciary to perform it in public auction and record the value of the amount sufficient to cover the credit. (*) (Art. 299, Leg. No. 109). (*) Abrogated Article by the Sixth Final Provision of Law No. 28677, published on March 01, 2006, that in compliance with its First Final Provision the quoted law will take effect in ninety days after its publication in the official newspaper El Peruano. Article 182. The pledged Assets may only be transferred out of the place indicated in the contract, with the consent of the creditor, unless otherwise agreed. The violation of this norm authorizes the creditor to demand the immediate sale of the pledge, without prejudice of the debtor's liability for breach of its obligations as depositary. (*) (Art. 300, Leg. Dec. No. 109). (*) Abrogated Article by the Sixth Final Provision of Law No. 28677, published on March 01, 2006, that in compliance with its First Final Provision the quoted law will take effect in ninety days after its publication in the official newspaper El Peruano. Article 183. In case of default of payment of the guaranteed obligation, the sale of goods given on pledged will take place, in the established manner in the second part of Article 318 of the Commercial Code, for which purpose the Court shall require the supply of those goods within thirty days, under penalty of the debtor. If the debtor does not deliver the pledged property, the Court may, at the request of the creditor, order the removal and deposit through third parties. (*) (Art. 301, Leg. Dec. No. 109). (*) Abrogated Article by the Sixth Final Provision of Law No. 28677, published on March 01, 2006, that in compliance with its First Final Provision the quoted law will take effect in ninety days after its publication in the official newspaper El Peruano.

CHAPTER VII CONTRACTUAL AND SUBSIDIARIES COMPANIES Article 184. The contractual mining companies are governed by the provisions in the General Law of Companies and this Law, and shall be entered compulsorily in The Public Mining Registry. Mining companies may freely register in the Mercantile Registry of The National Office of Public Records. Those companies that only register in The Public Mining Registry must necessarily refer to mining activities in its corporate name. When these companies aim as main object other activities than mining, they must necessarily register in the Mercantile Registry of the National Office of Public Records. (*) (Art. 302, Leg. Dec. No. 109 Twelfth Final Disposition, Legislative Decree No. 708). (*) Confront with Article 1 of Law No. 26,366, published October 16, 94. Article 185. The branches of foreign incorporated companies established in the country, shall comply with the provisions established in the General Law of Companies and this Law to perform mining activities. They must be registered in the Public Mining Registry and optionally in the Mercantile Registry of the National Office of Public Records. (*) (Art. 303, Leg. No. 109). (*) Verify with Article 1 of Law No. 26366, published October 16, 1994. CHAPTER VIII LEGAL SOCIETIES Article 186. When due to a petition, succession, transfer or any other means, it results two or more people holding a concession, it will be mandatory to incorporate mining company with limited liability, unless the parties decide to incorporate a contractual society. The mining company with limited liability is a legal entity of private law, and by the act of its incorporation it becomes a sole owner of the concession that originated it. The partners of the limited liability mining companies are not personally liable for social obligations but to the extent of their holdings. (Art. 304, Leg. Dec. No. 109). Article 187. The mining company with limited liability will ex office incorporated by the Head of the Public Mining Registry. The company will be registered in the Registry for the merit of a certified copy of the resolution that declares it incorporated.

(Art. 305, Leg. Dec. No. 109 Ninth Final Provision, Leg. Dec. No. 708 and Article 1, D.S. No. 00292EF/VMM). Article 188. The mining company with limited liability shall be governed by the provisions of this Law and bylaw, which in its case, the partners agree to grant. To approve the Statute shall apply the provisions of the first paragraph of the Article 199. It is not possible to agree against the norms contained in this Chapter. (Art. 306, Leg. Dec. No. 109). Article 189. The mining companies with limited liability, may exercise, without restriction, all the mining activities within and outside the area in which the concession that originated it is located formulating the petitions and applications that may be necessary for such purpose. (Art. 307, Leg. Dec. No. 109). Article 190. The company shall take the name that corresponds to the mining concession. In case the company was the holder of more than one concession, the denomination and address of the same will be the oldest concession. If all the concessions would have been made on the same date, the denomination and address will be the first in alphabetical order. In case of transferring the concession that gave origin to the denomination of the company, being this one the holder of other concessions, at the time of approval, the company denomination shall be changed following the procedure established in the previous paragraph. (Art. 308, Leg. Dec. No. 109). Article 191. The term of these companies is undefined. (Art. 309, Leg. No. 109). Article 192. The equity capital will be formed by the addition of money, goods and/or credits, ruling for the purposes of the contribution provided by The General Law of Companies. The capital is divided into equal, cumulative and indivisible shares that may not be represented in titles or denominate those as shares. The shares grant the legitimate holder, the quality of partner and at least the following rights in proportion to its shares: 1) Participate in profit sharing and the equity resulting from the liquidation; 2) Invest and vote in General Meetings;

3) Inspect the management of social business in the manner prescribed in the General Law of Companies. 4) Be preferred for the subscription of shares in case of equity capital increase; 5) Separate from the company in the cases provided in The General Law of Companies. (Art. 310, Leg. No. 109). Article 193. The initial capital of an incorporated company in the act of the petition shall be the sum of the value of the rights to denounce and registration, as well as the expenses that would have been incurred to formulate the petition of contributions shall be governed by the provisions in the previous article. In the other cases referred in The Article 186, the stakeholders, when seeking for legal incorporation, should report the initial capital of the company and the manner it will be paid. (Articles 310 and 312, Leg. Dec. No. 109). Article 194. The address of the company is the city where the concession that originated is located, unless the partners agree to change the address, for which purpose shall apply the norms of the first and second paragraph of Article 199. (Art. 313, Legislative Decree N 109) Article 195. The corporation will be administered by the General Shareholders Meeting and the Management. (Art. 314, Legislative Decree N 109) Article 196. The General Shareholders Meetings may be ordinary and extraordinary. The Ordinary General Meeting shall be held when required by the Bylaws and, necessarily, at least once a year within three months following the end of the annual financial year. The Ordinary General Meeting shall resolve subjects regarding social management, accounts and the fiscal year balance sheet, and order the application of existing profits. Additionally, other subjects indicated in the call may be covered if the quorum is appropriate. The Extraordinary General Meeting may be held at any moment, even at the same time as the Ordinary General Meeting. All the subjects of interest for the society and subject of the call will be covered. (Art. 315, Legislative Decree N 109)

Article 197. General Meetings will be called by the Manager through a notice published not before ten days in advance in the case of Ordinary Meetings, and when deemed convenient to the corporate interests not before three days in advance in the case of Extraordinary Meetings. Moreover, a General Meeting shall be called when it is notarial required by a number of partners representing, at least, the fifth part of the share, expressing in the request the subject or subjects to be covered in the Meeting. In the last case, the Meeting shall be mandatorily called within fifteen days following the request date. The call shall be made by notice published only once in a newspaper of the province corresponding to the domicile of the corporation and in the official gazette "El Peruano", indicating the place, date and time of the meeting and the subjects to be covered. Notwithstanding the provisions set in the previous paragraphs, the Meeting will be validly constituted provided that the partners representing the total share are present and that the attendants unanimously accept holding the Meeting and treating the proposed subjects. (Art. 316, Legislative Decree N 109) Article 198. In order to hold Ordinary and Extraordinary Meetings, the attendance of partners representing at least half the paid capital is required in the case of subjects other than those mentioned in the following article. In the second call, the attendance of any number of shares will be sufficient. The agreements will be reached by absolute majority of the attending shares. The Bylaws will demand higher majorities but not lower. (Art. 317, Legislative Decree N 109) Article 199. In order to hold Extraordinary and Ordinary Meetings, in case of transfer or assignment of the concessions held by the corporation, change of domicile, mortgage and security constitution on the corporations rights or goods, assignment of obligations, transformation, merger or winding up and, in general, any Bylaws amendment, except for the provision of the last paragraph of the present article, the attendance of partners representing at least two thirds of the total paid capital is required in the first call. In the second call, the attendance of partners representing three fifths of the paid capital will be enough. In both cases, the favorable vote of the partners representing at least the absolute majority of the shares is required for the agreements to be valid.

For the capital increase or reduction, the attendance to the General Meeting and the approval vote of, at least, partners representing 51% of the shares will be required in any call. (Art. 318, Legislative Decree N 109). Article 200. The Manager of every legal partnership will be the partner with greatest share. If there are two or more partners with the same share, the Management will be assumed by the corresponding partner following the alphabetical order of last names and, if appropriate, of names. The same rule will be applied to replace the Manager in case of vacancy. The provision set forth in the previous paragraph will not be applicable when the interested parties had appointed the Manager in the petition or when the other legal partnership incorporation grounds had been produced. The Manager will be able to be removed at any time by The General Meeting. Without detriment to the powers conferred by The General Meeting, the Manager is responsible for the execution of the ordinary contracts and acts corresponding to the purpose. No limitation will be applied to the powers indicated by the Law for legal representation pursuant to the Code of Civil Proceedings, or those that ordinarily correspond to the Manager according to the General Corporations Act. The Manager is entrusted with the internal administration and the responsibilities of the position indicated by the General Corporations Act, principally being responsible for the existence, regularity and validity of the books that must be kept by Law, and the rendering of account and presentation of balance sheets. (Art. 319, Legislative Decree N 109). Article 201. The transfer of shares shall be performed by Notarial recorded instrument. The partner that desires to transfer his share and the purchaser shall previously address the corporation Manager in writing communicating their decision to execute the purchase and sale operation. Within three days following the reception of such notice, the Manager shall communicate it to the other partners to the domicile they indicated to the Corporation, and, upon failure, through notice published once in the Official Gazette "El Peruano" and in a newspaper of the Corporation domicile. The partners will have the right to acquire such shares in proportion to those corresponding in the Corporation, within fifteen days following the notice or publication. In case no partner exercises his preemptive right, the interested party will be able to directly alienate his share.

The Bylaws set forth different rules. (Art. 320, Legislative Decree N 109). Article 202. Shares transfer duly formalized by notarially recorded instrument will be recorded on the Public Mining Record in the Entry corresponding to the Corporation. All the acts and contracts affecting the shares may be recorded as well. (Art. 321, Legislative Decree N 109). Article 203. The legal partnership is winded up by termination of all the concessions incorporated to the patrimony; by the transfer of the same, except that in a term of sixty days from the transfer or winding up of the last concession, the parties agree its transformation into a contractual corporation or a new petition is made. Additionally, the corporation is winded up if only one individual becomes the owner of all the shares, except plurality of partners is reestablished in a term not longer than 60 days. Winding up and liquidation of the corporations or their contractual transformation will be governed by the provisions of The General Corporations Act. (Art. 322, Legislative Decree N 109). CHAPTER IX JOINT VENTURE CONTRACTS Article 204. The mining activity holder will be able to enter into joint venture contracts for the development and execution of any mining activity. According to their nature, joint venture contracts are associative and are aimed at performing common business for a term that may be determined or undetermined, whereby the parties contribute goods or resources or services that complement each other, participating in the profit, gross income, production or other appropriate ways; and any or all the parties are able to manage the shared business. These contracts shall be formalized by notarial recorded instrument and recorded in the Public Mining Record.(*) (Art. 4, Legislative Decree N 708) (*) Article substituted by Article 7 of Legislative Decree N 868 published on 110196, with the following content:

"Article 204. The mining activity holder will be able to enter into joint venture contracts for the development and execution of any mining activity. According to their nature, joint venture contracts are associative and are aimed at performing common business for a term that may be determined or undetermined, whereby the parties contribute goods, services or knowledge wich complement each other, participating in the results in the appropriate way; and any or all the parties are able to manage the shared business. Except is it otherwise agreed, the contribution of goods does not imply the transfer of property but the usufruct of the same. In the performance of mining activity, the joint venture partnership and other forms of business collaboration contracts are considered mining activity holders. These contracts shall be formalized by notarial recorded instrument and recorded in the Public Mining Record." Article 205. In every joint venture contract or partnership agreement in which the companies subject to the privatization process mentioned in Legislative Decree No. 674 participate, as well as their subsidiaries that are included in a privatization process with other rules, will perform their activities with full autonomy and under the rules governing the private activity, and will not be subject to any restriction or limitation or control rule applicable to The National Public Sector or the Business Activity of the State. This guarantee will be necessarily included in the adhesion contracts mentioned in Article 86 of the present Law. (Art. 6, Legislative Decree N 708). TITLE FOURTEEN WELFARE AND SAFETY Article 206. The mining activity holders are obliged to provide their workers that work in areas far from populations and their relatives with: a) Adequate houses (*) (*) Subsection substituted by Article 2 of Decree Law N 26121, published on 123092, with the following content: "a) Housing facilities under any of the following modalities: 1. Adequate houses to the worker and relatives indicated in this article.

CONCORDANCES: Supreme Decree N 0552010EM, Art. 168 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures) 2. Housing facilities exclusively for workers under a system allowing for a number of working days and resting days in a settlement as established by the Regulation of this Law." CONCORDANCES: Supreme Decree N 0552010EM, Arts. 26, subsection j), 162, Subchap. II, C.XIX, 185 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures) b) Schools and their operation; c) Recreational facilities; CONCORDANCES: Supreme Decree N 0552010EM, Art.189 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures) d) Social welfare services; and, CONCORDANCES: Supreme Decree N 0552010EM, Art.190 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures) e) Freeofcharge medical and hospital assistance provided that these services are not covered by the entities of the Peruvian Institute of Social Security; The relatives and dependents of the workers indicated in the Regulation will have right to these benefits provided which they depend on them financially, live in the jobsite and have been subject to census by the employer. The employers may be able to comply with the obligations set forth in this article, developing urban project with urban characteristics, lines and equipment. When these are performed in remote areas, the facilities mentioned in Article 208 of this Law will be obtained. For the project and financial conditions given, they will be the same as those granted trough institutions for projects of social interest. A remote area is considered to be more than thirty kilometers distance or more than sixty minutes route in vehicle at normal or safe speed from the closest population.

The mining activity holders will be able to favor housing building programs in the settlements close to their camps in which their workers and families permanently live in order to own them with the economic and financial facilities that may be established. The own housing programs shall be approved by The General Mining Bureau. When the worker accepts this benefit, the mining activity holder will be exempted from the obligation set forth in subsection a) of the present article. The Regulation establishes the number and characteristics of the houses and other premises and services, taking into account the nature of the different mining activities, the legal provisions on the matter and The National Building Regulation.(*) (Art. 323, Legislative Decree N 109). (*) In accordance with Article 1 of the Decree Law N 25793, published on 102392, the Iron Mining Company of Peru is exempted from the obligations contained in this article. CONCORDANCES: Supreme Decree N 0552010EM, Arts. 162 and 192 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures) Article 207. Land expropriations to comply with housing obligations constitute deed for the first registration of property in the Property Registry of the closest National Office of Public Records, and the provisions set forth in subsection 2) of Article 70 of this Law will not be applied. (Art. 324, Legislative Decree N 109). Article 208. Financial institutions promoting construction will grant credits to the mining activities holders in order to comply with their housing programs. (Art. 325, Legislative Decree N 109). Article 209. Individuals or legal entities devoted to mining industry activities are obliged to provide hygiene and safety conditions at work established by this Law and the regulatory provisions. (Art. 326, Legislative Decree N 109). Article 210. The workers are obliged to thoroughly observe the preventive measures and provisions agreed by the competent authorities and established by the employers for safety. (Art. 327, Legislative Decree N 109).

Article 211. All the employers are obliged to establish welfare, safety and hygiene programs according to the activities performed. (Art. 328, Legislative Decree N 109). CONCORDANCES: Supreme Decree N 0552010EM, Art. 162 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures) Article 212. The employers shall submit every year to the General Mining Bureau the Annual Safety and Hygiene Program for the next year. Employers will also submit a report of the activities performed in this field the last year, together with the statistics established by the Regulation. (Art. 329, Legislative Decree N 109, Final Provision Nine, Legislative Decree N 708 and Art. 1, Supreme Decree N 00292EM/VMM). CONCORDANCES: Supreme Decree N 05299EM, Art.2 Supreme Decree N 0552010EM, Art. 58 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures)

Article 213. A Safety and Hygiene Committee will be organized in each jobsite in which the workers will be represented. The Regulation will establish the members and functions of this committee. (Art. 330, Legislative Decree N 109). Article 214. Employers will foster cooperativism among the workers within the guidelines of the General Cooperatives Law. (Art. 331, Legislative Decree N 109). Article 215. Employers are obliged to develop personnel training programs at all levels as it is determined by the Regulation. (Art. 332, Legislative Decree N 109). CONCORDANCES: Supreme Decree N 0552010EM, Art. 69 (Supreme Decree approving the Occupational Safety and Health Regulation and other complementary mining measures)

Article 216. The provisions of the present Title also oblige third parties who, for any act or contract, are executing or performing own works for the mining concession exploitation by the mining right holder. Obligations and responsibilities are joint. This provision is not applicable to third parties, mining companies contractors that render nonmining services. (Art. 333, Legislative Decree N 109). Article 217. Employers will be able to join for the compliance with the provisions of this title when it is more convenient due to the operations scale or other conditions. (Art. 334, Legislative Decree N 109). Article 218. Welfare and safety benefits established in this Title will be granted by the employer to his workers only while the labor contract remains in force. The term to vacate the house will be thirty days. (Art. 335, Legislative Decree N 109). TITLE FIFTEEN ENVIRONMENT CONCORDANCES: Supreme Decree N 01693EM (Regulation) Supreme Decree N 03898EM

Article 219. In order to guarantee an adequate stability environment for mining investment, the provisions set forth in Article 53 of Legislative Decree No. 613 will govern in that the establishment of protected natural areas will not hinder the execution of the rights previously conferred. In this case, it is worth requiring the adjustment of such activities to the provisions of The Environmental Code. (Art. 47, Legislative Decree N 708). Article 220. Articles 56 and 57 of Legislative Decree N 613 must be substituted with the following text: "The protected natural areas are established by Supreme Decree with the approval vote of the Cabinet and approved by the Minister of Agriculture. The National Government establishes the management policy and is in charge of its administration, which may be delegated to The Regional or Local Governments". (1)(2) (Art. 48, Legislative Decree N 708)

(1) Compare with subsection a) of the Final Provision One of Legislative Decree N 757, enacted on 110891 and published on 111391. (2) Article repealed by Article 9 of Decree Law N N 25998, published on 122692. Article 221. Article 62 of Legislative Decree N 613 must be replaced with the following text: "Individuals or legal entities performing or willing to perform welfare and exploitation activities need the competent authoritys approval of the projects of location, design and performance. Such approval is subject to express specifications of guidelines and obligations related to the defense of the environment and the natural resources in accordance with the rules established by the competent authority. The new welfare concession requests will include an environmental impact assessment". (*) (Art. 49, Legislative Decree N 708). (*) Article repealed by the Transitory, Complementary and Final Provision Four of Law N 28611, published on October 15, 2005. Article 222. Article 63 of Legislative Decree N 613 must be replaced with the following text: "In order to request license for the competent authority, the construction project of the miningmetallurgical waste areas or deposits shall include the following aspects so as to prevent water and environmental pollution in general: a) The technical conditions must guarantee the system stability. b) The system operation must be technically specified. c) The technical measures of deposit abandonment must be indicated. The waste that is thrown into the sea shall be in conditions technically acceptable so as not to alter human health and the ecosystem qualities. To these effects, the standards will be established by the competent authority. The environmental impact assessment in exploitation works will aim at controlling solid and liquid effluents". (*) (Art. 50, Legislative Decree N 708).

(*)Article repealed by the Transitory, Complementary and Final Provision Four of Law N 28611, published on October 15, 2005. Article 223. Article 66 of Legislative Decree N 613 must be replaced with the following text: "Exploration and exploitation of mineral resources shall be adjusted to the following provisions: a) The water used in the mineral processing and discharge must be, as possible, totally or partially reused when it is technically and economically feasible. b) Measurements guaranteeing the land stabilization shall be adopted in open pit exploitations. c) All mining exploitation using explosives in the surroundings of settlements shall maintain within the levels established by the competent authority the impact of noise, dust and vibrations". (*) (Art. 51, Legislative Decree N 708). (*) Article repealed by the Transitory, Complementary and Final Provision Four of Law N 28611, published on October 15, 2005. Article 224. Article 67 of Legislative Decree N 613 must be replaced with the following text: "Radioactive waste disposed from the miningmetallurgical facilities shall not exceed the acceptable limits established by the standards determined by the competent authority. The people responsible for the facilities will periodically perform discharge measurements and will inform the competent authority of any other detected alteration, without detriment to adopt the necessary measurements in order to prevent or avoid damages to the environment, the human health or the property". (*) (Art. 52, Legislative Decree N 708). (*) Article repealed by the Transitory, Complementary and Final Provision Four of Law N 28611, published on October 15, 2005. Article 225. Article 69 of Legislative Decree N 613 must be replaced with the following text:

"The competent authority will periodically perform sampling of soils, water and air in order to assess the contamination effects caused by the mining metallurgical activity and its evolution for established terms, so as to adopt the corresponding preventive or corrective measures". (*) (Art. 53, Legislative Decree N 708). (*) Article repealed by the Transitory, Complementary and Final Provision Four of Law N 28611, published on October 15, 2005. Article 226. The Energy and Mines Sector is the competent authority for the application of the provisions contained in Legislative Decree N 613, Environment Code and those referred to mining and energy activity. (Final Provision Five, Legislative Decree N 708). CONCORDANCE: R.M. N 01196EMVMM TRANSITORY PROVISIONS One. The National Reserve Areas, Areas of Nonacceptance of Claims, Special Rights of the State, except for those of INGEMMET mentioned in Legislative Decree N 109, in force to date, will change to the mining concession system within ninety calendar days following the moment the Legislative Decree N 708 comes into effect. To such effect, the holders will indicate the areas that will change to the concession system, and those that can be freely claimable. Upon expiration of the term, the areas that have not changed will be declared freely claimable from the first working day of the month of May of 1992. (Transitory Provision One, Legislative Decree N 708). Two. The Special Rights of the State, National Reserve Areas, Areas of Non acceptance of Claims currently assigned to INGEMMET, and on those which no exploration works are being performed, (*) RECTIFIED BY ERRATA will be adjusted to the provision set forth in Article 25 of this Law, within ninety calendar days from the moment the Legislative Decree N 708 comes into effect. If the adjustment is not performed, the areas will be declared freely claimable from the first working day of May of 1992. (Transitory Provision Two, Legislative Decree N 708). Three. Those areas assigned to INGEMMET in which exploration works have been or are being performed, (*) RECTIFIED BY ERRATA will be transferred to Empresa Minera

del Peru S.A. MINERO PERU, in a term not longer than ninety calendar days from the moment The Legislative Decree N 708 comes into effect, which will become concessions. MINERO PERU will promote or perform public auctions of such areas before investors under any modality allowed by the Law. In case of promotion, a term of two years will be provided. Once such term has expired and the promotion has not been fulfilled, they will be subject to public auction. 25% of the profits or the value of execution of the rights that MINERO PERU obtains for the promotion or auction on such areas will correspond to INGEMMET. (Transitory Provision Three, Legislative Decree N 708). Four. Without detriment to the provision set forth in the Transitory Provision One, those Areas of Nonacceptance of Claims, Special Rights of the State and National Reserve Areas assigned more than ten years ago to companies and institutions other than INGEMMET, and that do not produce currently, will have two years to be promoted or auctioned. Once such term has expired and such options have not been materialized, they will be mandatorily subject to public auction. (Transitory Provision Four, Legislative Decree N 708). Five. Provided that the provisions set in Article 73 of this Law are not applied, the mining activity holders, from the moment the Legislative Decree N 708 comes into effect, will have right to deduct from their Income and Business Patrimony Taxes, the silver production taxes, and taxes applied to internal purchase or import of machinery and equipment of exclusive use for the mining activity. For the effects mentioned in the previous paragraph, the mining activities holder will count, separately, in a special account that will be opened for such purpose, the taxes paid in the month that affect their silver production or those that have been paid for the internal purchase or import of machinery and equipment. The amount of the debited taxes in such account will act as a tax credit, and may be applied to the Income and Business Patrimony taxes encumbering the activity. This covers the payments on account and regularization payments of such taxes. For the effect of the provisions indicated in paragraph two of this provision regarding the determination of taxes paid for silver production, it will be made on a monthly basis according to the percentage of silver sales or silver content with regard to the total sales for such month. If the mining activity holder did not have to pay Income or Business Patrimony Tax for the year or in any month, he will be able to compensate such balance with any other tax that is profit of the Treasury.

In case it is not possible to perform the options previously mentioned, the existing balance may be transferred to third parties. Both the compensations and transfers of the balance in favor to third parties shall be communicated to the National Superintendency of Tax Administration within the same month they are performed. (*) (Transitory Provision Five, Legislative Decree N 708). (*) Transitory Provision repealed by Article 2 of Decree Law N 25764, published on 1015 92 Six. The mining activity holders, for compensation, will alternatively deduct from the total amount of contributions to the Health Benefit System mentioned in the Decree Law N 22482, the following: a) 55.6% of the total contribution corresponding to such Health Benefit System including contributions of the employer and the workers, provided that they provide their workers and dependents the total amount of benefits of such System, being obliged to render the services including subsidies and burial expenses; or, b) 44.4% of the total contribution corresponding to such Health Benefit System including contributions of the employer and the workers, provided that they provide their workers and dependents with the benefits previously mentioned, except for surgical interventions which will be provided by the Peruvian Institute of Social Security. (Transitory Provision Six, Legislative Decree N 708). Seven. For the effects of compliance with the previous provision, the mining activity holders will submit the Peruvian Institute of Social Security IPSS, an affidavit whereby they commit to provide the services mentioned in such provision. Upon compliance of this requirement, the system will operate automatically. This system will automatically become null and void in case the mining activity holder fails to comply with any of his obligations, which can be supported by a minutes signed by the half plus one of the workers subject to the system benefits of the Peruvian Institute of Social Security, or by the verification made by such Institute in compliance with its supervision function. (Transitory Provision Seven, Legislative Decree N 708). Eight. A commission must be formed and made up of three representatives of the Peruvian Institute of Social Security; one of them will be the president; two representatives of The Ministry of Energy and Mines; and two representatives of the mining activity holders; who within a term of sixty working days from the day they are

installed, will submit a study analyzing and recommending the deductions that shall be definitely made from the contributions. Whereas the mentioned study is not approved, the deductions mentioned in this Law will be applicable. (Transitory Provision Eight, Legislative Decree N 708). Nine. The holders of mining claims and concessions made until this Law comes into force, will have until June 30, 1992 to (*) RECTIFIED BY ERRATA provide the Mining Public Record, as an affidavit, with UTM coordinates of the vertex of their claims or concessions for the effects of the provisions set forth in Article 121 of this Law. Urban domicile will be also stated in this same affidavit for the effects mentioned in Chapter III of the Title Twelve of this Law. (Transitory Provision Ten, Legislative Decree N 708, amended by Decree Law N 25439)(*) RECTIFIED BY ERRATA. Ten. The mining rights in process will continue being governed by the ordinary procedure rules set forth in the Legislative Decree N 109 and its regulatory provisions in force to date. By exception, mining claims not defined by December 14, 1991, will replace the definition diligence for the entry point link to a complementary control point, indicating UTM coordinates to the claim vertex.(*) (Transitory Provision Eleven, Legislative Decree N 708). (*) In accordance with Article 4 of Decree Law N 25998, published on 122692, it is indicated that for the effects of the provisions set forth in the second paragraph of this Transitory Provision, the term will expire on December 31, 1993. The noncompliance with the provisions previously indicated constitutes abandonment grounds. For the compliance of the provisions set forth in the referred paragraph, the petitioners shall use the services of the experts included in the payroll approved by the General Mining Bureau. Eleven. The incorporated Special Mining Companies will maintain the acquired rights according to their incorporation contracts. (Article 26, second paragraph, Legislative Decree N 708). Twelve. In order to organize the new Concessions System, it must be suspended until July 30, 1992, even the admission of new petitions.

(Transitory Provision Twelve, Legislative Decree N 708, amended by Decree Law N 25439). Thirteen. The holders of mining claims or concessions made until December 15, 1991 will pay the Validity Right from 1993, when the computing of the terms mentioned in Article 38 of the present Law will initiate. During 1992, the mining license fee will continue being paid as established by the Legislative Decree N 109. Small mining producers located in emergency areas will pay half the Validity Right or the corresponding penalty during 1993 and 1994. (Transitory Provision Thirteen, Legislative Decree N 708). (*) In accordance with Article 1 of the Supreme Decree N 04193EM, published on 0930 93, the final date for paying the Validity Right mentioned in this Transitory Provision is set on December 31, 1993. CONCORDANCE: Supreme Decree N 13292EMDGM

Fourteen. The qualifications of small mining producers in force to the coming into effect of this Law must be extended to January 1, 1993. (Transitory Provision Fourteen, Legislative Decree N 708). Fifteen. Within fifteen days following the moment the Legislative Decree N 708 comes into effect, the Ministry of Energy and Mines will make official the grid system mentioned in Article 11 of this Law from one single point of origin based on a grid of one kilometer on the side equivalent to 100 hectares, as minimum extension by request. (Transitory Provision Fifteen, Legislative Decree N 708). Sixteen. The Ministry of Energy and Mines, within thirty days from the moment the Legislative Decree N 708 comes into effect, will approve the rules for Mining Experts. (Transitory Provision Sixteen, Legislative Decree N 708). FINAL PROVISIONS One. The provisions set forth by the Supreme Decree N 13591PCM will not be applicable neither the extension of the number of members of the Board of Directors in the cases of State Companies under privatization process mentioned in Article 205.

(Final Provision One, Legislative Decree N 708). Two. The fictitious administrative silence mentioned in this Law does not exempt the competent officer from his responsibility against third parties, neither from the administrative procedures started against him for noncompliance of functions. (Final Provision Two, Legislative Decree N 708). Three. From 1992, 20% will be the percentage to be distributed to the regions with regards to the Income Tax of the mining activities holders. (Final Provision Six, Legislative Decree N 708). Four. For seventy days from the moment the Legislative Decree N 708 comes into effect, the Public Mining Record must be exempted from prohibiting to contract new personnel so that it can assume the new entrusted powers. (Final Provision Ten, Legislative Decree N 708). Five. Claims and concessions granted until December 14, 1991 under the system of nonmetallic, carboniferous and metallic will continue conferring the holders the rights for which they were required or granted. (Final Provision Eleven, Legislative Decree N 708). Six. In the areas assigned to State Companies or Institutions becoming freely available, new petitions on them will be admitted after ninety calendar days from being considered as such.(*) (Final Provision Thirteen, Legislative Decree N 708). (*) In accordance with Article 1 of the Supreme Decree N 0895EM, published on 0512 95, it is mentioned that the petition admission term starts on the day following the date of publication of free availability in the Official Gazette El Peruano. Seven. By Supreme Decree amended by the Ministry of Economy and Finances, the limits, uses, procedures and time of coming into force of the basic principles indicated in Article 72, subsections b) and d) of this Law will be established, which will be included in the contract guarantees of the present Law. (Final Provision Fourteen, Legislative Decree N 708).

Eight. Article 53, second paragraph, and 70 of the Legislative Decree N 613, Article 100 of Decree Law N 17752, and Complementary Provision Seven of Law N 25289 must be repealed.(*) (Final Provision Seventeen, Legislative Decree N 708). (*) The Final Provision Three of Law N 25381 published on 122891 also repeals the Complementary Provision Seven of Law N 25289.