TRANSPORT LOGISTICS JOINT VENTURE

YANNFIL & MOTION XPRESS PNG JV AGREEMENT

TRANSPORT LOGISTICS SERVICES FOR OK TEDI MINING LTD

The parties have entered into a JV Agreement (JVA) for the Provision of Transport & Logistics
Services to Ok Tedi Mining Ltd (OTML) in Tabubil, Western Province.
 DATED 02 SEPTEMBER, 2020

YANNFIL

AND

MOTION XPRESS PNG (MXPNG)

JV AGREEMENT

OTML TRANSPORT LOGISTICS SERVICES

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THIS JOINT AGREEMENT is made on the date referred to in Item 1 in the First Schedule.

THE PARTIES:

1. The party described in Item 2 in the First Schedule

2. The party described in Item 3 in the First Schedule

RECITALS:

A. YANNFIL is a company duly incorporated in Papua New Guinea whose shareholding is

wholly owned by Papua New Guinea Nationals based in Ningerum, Western Province,
specialized in: Plant & Equipment Hire, Minor Civil Works, Building & Construction,
Labour Hire Services, Security Services and General Contracting;

B. MXPNG is a company duly incorporated in Papua New Guinea whose shareholding is

wholly owned by Papua New Guinea Nationals based in Port Moresby, National Capital
District. It specializes in Freight Forwarding & Logistics, Job Placements – Labour Hire
(Mine Sector), Hire Cars, Customs clearance, Business Consultants, Property leasing and
Project Management.

C. The parties wish to enter into a JV Agreement (JVA) for the provision of Transport &
Logistics Services to Ok Tedi Ming Ltd (OTML) here in Tabubil, Western Province.

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN

CONTAINED IT IS HEREBY AGREED as follows:

1. DEFINTIONS AND INTERPRETATIONS

1.1 In this Agreement, including Recitals and Schedules, unless the context otherwise
requires, the following term shall mean:-

“Agreement” means this agreement, including the Schedules as amended from time to
time.

“Authorization” means such approval, licenses, permits and other statutory

requirements necessary for the purpose of carrying out this service.

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 “Commencement Date” means the date of execution of the Agreement by the
Participants.

“Committee” means the Joint Venture Management Committee referred to in clause 5.

“Confidential Information” means all drawings, reports, information and data (and all
copies and extracts made of or from such information and data) concerning:

a) The conduct of the project

b) The organization, finance, and know-how of the participants, and of any related company
of a Participant; and

c) Any operations and transactions with respect to the service.

“Contract” means the contracts to be entered into between YANNFIL and MXPNG for
the supply of Logistics services to OTML.

“Force Majeure” means any act, event or cause (other than lack of funds) which could
not be reasonably has been contemplated by the relevant Participant at the time of
entering into this Agreement, including:

a) Any act of GOD, peril at sea, accident of navigation, war, sabotage, riot, insurrection,
civil commotion, national emergency,(whether in fact or law) martial law explosion,
power shortage, epidemic, quarantine, radiation, radioactive contamination and (to the
extent no adequate indemnity can be provided by appropriate insurance) fire, lightning or
storm, or other adverse weather condition;

b) Any law, any action or in action by any government agency or other competent authority
including any Court of competent jurisdiction;

That wholly or partially prevents or restricts:

i) The performance by the participants of its obligations under this Agreement, or

ii) The ability of Joint Venture or the Manager to implement the Joint Venture or any act or
deed reasonably necessary to give effect to the Contract.

“Joint Venture Agreement” means this Contract and the Schedules

“Joint Venture Manager”- means the onsite representative of YANNFIL.

“Manager” is YANNFIL

“Participant” – means a party to the Contract and “Participants” means all parties to the
Venture.

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 “Principal” means custodian of Projects or Services requiring the services of Joint
Contractor.

“Service” means the provision of services provided to the client.

“Related Company” of a party means a company or corporation that is related to that party
in accordance with Companies Act (Chapter No. 146 of Revised PNG Business Laws.)

“State” means the Independent State of Papua New Guinea

“Term of this Venture” the period commencing on the Commencement Date and
continuing thereafter until the date of Termination.

1.2 In this Agreement, unless the context otherwise requires:-

a) Reference to Recitals and Clauses are to Recitals and Clauses in this Agreement;

b) A reference to an item is a reference to an item in the First Schedule in this Agreement;

c) Every agreement or undertaking herein expressed to be implied by which more than one
person agrees or undertakes any obligation and/or derives any benefit in terms of this
Agreement shall bind and/or ensure for the benefit of person jointly (proportionate to the
respective interest of those persons in the Joint Venture under this Agreement from time
to time) and each of them severally;

d) Where any word or phrase is given a defined meaning in this Agreement any other part of
speech and grammatical form in respect of such word or phrase should have a
corresponding meaning; and

e) A reference to any legislation includes a reference to any legislation consolidating,

replacing or amending any such legislation and includes a reference to any regulations or
subsidiary legislation there under.

1.3 Clause and paragraph headings have been inserted for ease of reference only and shall not
affect the interpretation and construction of this Agreement.

2. JOINT VENTURE

2.1 The participants hereby form and agree to engage in a joint venture, for the purposes of
carrying out Transport & Logistics Services to OTML. The Participants through the
Manager shall forthwith sign all documents and do all things necessary to:-

a) To affect this Joint Venture and managing its affairs in a manner that is conducive
and an achievable outcome based beneficiary for both parties.

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2.2 Each Participant covenant and acceded in the Joint Venture that YANNFIL shall hold
50% and MXPNG shall hold 50% of shares to cater individual management affairs in the
provision of Transport & Logistics Services ONLY to OTML.

2.3 YANNFIL shall hold 50% interest and MXPNG shall hold 50% interest in the
profit and losses of the JV in the Logistics Services.

2.4 The interest of respective Participant in the Joint Venture assets shall be as tenants-in-
common in proportion to their respective entitlements to share in the profits of Joint
Venture determined pursuant to clause 2.3.

2.5 Each Participant commits its interest in the Joint Venture and agrees to do all things
necessary to effect the flow of Services.

3. TERM AND TERMINATION

3.1 This Joint Venture shall commence on the Commencement Date and shall terminate on
the Termination Date deemed appropriate depending on business turnout/output with its
client OTML of the area of operation, in this case Tabubil of Western Province.

3.2 On Termination Date any or all assets purchased under JV only shall be realized by
distribution to, or shall be held for the benefit of, each Participant in such a manner as the
Participants may agree, or be sold. In the event of such sale, the net proceeds thereof shall
be applied evenly to the parties. This clause is applicable to assets purchased under JV
only and not applicable to assets owned by individual companies prior to the JV. All
assets owned prior by individual companies remain sole properties of their own. In this
case the “Truck” leased by MXPNG to the JV remains property of MXPNG until
cessation of contract and YANNFIL retains the contract scope.

3.3 YANNFIL & MXPNG shall mutually agree on purchase of trucks/machineries should
YANNFIL decides to continue operation on its own after the expiration of this JV. The
trucks/machineries shall be re-valued and sold on such appropriate valuation price.

4. JOINT VENTURE RELATIONSHIP

4.1 The Participants agree that;

a) The venture shall be conducted as a commercial venture and in accordance with

good commercial practice;

b) The rights, duties obligations and liabilities of the Participants shall in every case
be joint (proportionate to the respective interests of the Participants in the Joint
Venture from time to time and several)

c) the relationship between Participants shall be one of Joint Venture and limited to
carrying out the Services in accordance or in line so that nothing contained herein

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 shall constitute either of them as an agent of partner of the other of them except as
otherwise specifically provided in the Agreement; and

d) Except as otherwise specifically provided in this Agreement, a Participant shall

not have any authority to act for, or to create or assume any responsibility or
obligation on behalf of, any other Participant.

4.2 a) Each Participant (“the indemnitor”) hereby irrevocably and unconditionally

indemnifies and agrees to keep indemnified the other Participant and its directors,
officers, employees, agent and representatives (“the indemnitee”) from and
against any and all liability loss, harm, damages, cost or expenses (including legal
fees) that the indemnitee may suffer, incur or sustain as a result of any act or
responsibility by, the indemnitor or any of its directors, officers, employees
agents, representatives, done or omitted to be done or undertaken, or apparently
done or omitted to be done or undertaken on behalf of the indemnitee in
connection with the Joint Venture and not authorized by a pursuant to this
Agreement or any resolution by the Management Committee;

b) Subject to paragraph 4.4(b) if at any time a Participant incurs a liability for the
purpose of this Joint Venture to an extent greater than its obligations by reason of
its Percentage Interest, then the other Participant shall indemnify and account to
the Participant such that all Participant share such as liability in the proportions of
the respective Percentage Interest;

c) If any Participant becomes liable to any other person for any tort committed in the
cause of the Service or arising from the ownership of the Joint Venture assets,
except when such liability arises due to the negligence or default of such
Participant, each Participant dully discharge its proportion of such liability
according to its Percentage Interest and shall indemnify and account to each other
Participant to the extent that it does not do so.

4.3 Each Participant shall have an unrestricted right to engage in, and receive the full
benefit of, any activity outside of the Service (whether or not in competition with
the other Participant) without consulting the other Participant or permitting the
other Participant to participate in such activity PROVIDED any such activity
does not adversely affect the performance of the Service by the Joint Venture.

4.4 Each Participant covenants and agrees with each other Participant:

a) To diligently observe and perform its obligations and commitments under this
Agreement;

b) not to engage (whether alone or in association with others) in any activity in respect
of the Service except as provided or authorized by this Agreement or as agreed in
writing by the Manager.

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5. COMMITTEE

5.1 a) There shall be a Joint Management Committee (referred to as the “Committee”

herein) to which each Participant shall appoint one (1) members as soon as
practical after the Commencement Date.

b) Each Participant shall have the right to change its alternate member at any time by
giving a written notice to the other Participant to that effect.

c) An alternate member shall act only in the event that the member for whom he is
appointed alternate is not present at a meeting of the Committee, in which event
he shall for purposes hereof be deemed to be the member and may exercise all
powers of the member for whom he is appointed alternate to the extent that the
member has not exercised them.

5.2 The quorum for each meeting of the Committee shall be one member or alternate member
representing each of the Participants.

5.3 a) The Committee shall have full and complete power and authority and the
Participants hereby empower and direct the committee to give all approvals and to
make all decisions and determinations required or permitted to be given or made
by the Participants pursuant to this Agreement with respect to the Service,
including the power;

i) To approve (with or without amendments) and modify from time to time

the Service programs prepared by the Manager.

ii) To cease, curtail, suspend or resume the Service or any part thereof; and

iii) To supervise the activities of Transport & Logistics Services

b) All approvals, decisions and determination given or made by the Committee shall
be binding on each of the Participants.

c) All approvals, decisions and determination at a meeting of the Committee shall be

made by a simple majority vote of the votes cast at the meeting.

d) For the purpose of voting, the member of the committee appointed by the
particular Participant shall have one vote for each one percent of the interest of
the Participant in the Joint Venture assets determined in accordance with Clause
2.3

5.5 a) The Committee shall meet whenever called upon. Seven (7) days written notice,
or such lesser period as the members may agree, to be given by either member to

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 the other or by the secretary of the Committee whenever any member or the
Manager requests the secretary to do so;

b) The Committee shall meet monthly for the first three (6) months of the Service
and thereafter six monthly to reconsider and if necessary modify the Service.

5.6 a) Any approval, decisions or determination which the committee is competent to

give or make may be submitted to the members of the committee for
consideration and vote, without holding meeting and the vote shall treated as a
vote made at the meeting of the Committee PROVIDED THAT:

i) Each member is given written notice of such matter;

ii) each member or his alternate has a period of at least five (5) days after
receiving notice of the matter (or such other agreed period) to vote on the
matter; and

iii) Within such period, no member requests that such matter be considered at
a meeting of the Committee;

5.7 Venue of the meeting shall be sourced by Committees assessing the spin of business.

5.8 Costs and expenses incurred by the Participants relating to the attendance of their
respective meetings of the Committee out of site shall be constructed as Service Costs.
The costs will include travel and accommodation for Committee members. Costs and
expenses of other meetings shall be borne by participants and shall not be part of the
Service Expense.

6. APPOINTMENT OF MANAGER

6.1 The Participants do hereby appoint YANNFIL as the Manager for the term of this
agreement to conduct the Service for and on behalf of and as the Agent for all
Participants in accordance with the terms set forth in Second Schedule and YANNFIL
hereby accepts such appointment as Manager of Joint Contract.

7. SERVICE ADMINISTRATION

7.1 The Participants shall progressively conduct the Service through the Manager and in
accordance with:

a) The Service Agreement;

b) The authorization;

c) Good recruitment practice and with sound commercial practice.

7.2 The Manager shall in accordance with the Second Schedule:

a) Deliver progress reports to the Participants; and

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 b) Keep accurate records and accounts of the Service.

8. FORCE MAJEURE

8.1 If a participants unable wholly or in part by force majeure to carry out any of its duties or
obligations arising under or by virtue of this Agreement:

a) that Participant shall give to the other Participant prompt written notice of the
force majeure with reasonable full particulars thereof and, in so far as known, the
probable extent to which it will be unable to perform or be delayed in performing
such duties or obligations;

b) such duties or obligations so far as they are affected by the force majeure shall be
suspended during but not longer than the continuance of force majeure; and

c) The Participant shall use all possible diligence to mitigate the effects of the force
majeure as quick as possible.

9. DISTRIBUTION OF INCOME

9.1 Income shall be distributed on a monthly basis. The Manager shall distribute all surplus
income after payment of direct expense incurred by the Service and after deducting its
administration fee and designated Service costs as outlined in paragraph 6 of the Second
Schedule. This is applicable to site management of JV only in an event of engagement of
employees to affect the services as and when required.

9.2 The Manager shall arrange for any surplus income to be telegraphically transferred to a
Bank Account in Papua New Guinea as notified by YANNFIL and MXPNG.

10. FURTHER ASSURANCE

10.1 The Participants agree that they will perform, attend to, execute and do all such acts,
matters, document and things as may be necessary to effect, perfect or complete in any
respect the terms and conditions of the Agreement.

11. RELEASE AND MODIFICATION

11.1 This Agreement may not be released discharged abandoned or modified in any manner
other than in writing signed by the Participants.

12. GOVERNING LAW AND JURISDICTION

12.1 This Agreement shall be construed in accordance with the laws of the Independent State
of Papua New Guinea and the Participants submit to the non-exclusive jurisdiction of the
National Court of Justice of Papua New Guinea.

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SECOND SCHEDULE

1. DEFINITIONS

1.1 In this Schedule, unless the context otherwise requires, any term used herein which is
defined in the Joint Contract shall have the meaning specified in this Agreement.
References to clauses are reference to clauses in the Joint Venture and reference to
paragraph are reference to paragraphs in the schedule.

2. DUTIES OF THE MANAGER

21. The Manager shall do all things necessary or advisable for the efficient and economic
conduct of the Service, in particular, but without limiting the generality of the foregoing,
the Manager shall as and when the same may be necessary:

a) Provide all recruitment of appropriate personnel with relevant experience in jobs

of similar fashion;

b) Provide employment contacts for all labour;

c) Provide full payroll administration for all employees concerned;

d) Maintain a base for logistical and travel requirements for contracted personnel as
when required.

e) Pay all dues for Service costs, expenses from the Service account;

f) Administer the overall Service on behalf of Participants;

g) Ensure that the authorizations applied for, obtained and maintained;

h) ensure that the Participants effect and maintain all usual insurances, for
reasonable and prudent amounts, in relation to the conduct of the Service,
employees or agents engaged in any way in the Service (including all necessary
workers’ compensation insurances);

i) Keep the Participants fully informed of all matters of which the Manager is aware
pertaining to the Service;

j) Ensure that confidential information is not transmitted to any third party;

k) Provide relevant personnel familiar with the Service to attend meetings of the
Committee whenever requested by a member of Committee;
l) Provide personnel of a standard acceptable to the principals.

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 3. POWERS OF MANAGER

3.1 The Manager shall have possession and control of these Agreement assets and
shall have charge of, and responsibility for, the conduct of the Service.

3.2 The Manger shall have such powers, functions and authority from the Participants
as may be necessary to enable the Manager to carry out its duties and obligations
set out in paragraph 2, including the power to:

a) Institute, prosecute, defend and comprise legal proceedings on behalf of

Participants;

b) In the case of any emergency or accident, take such action as is necessary

for the protection of life, properties; and

c) Do any other act or thing which may be required of Manager by the

Agreement or which the committee may authorize or require

3.3 The grant of powers, functions and authority to the Manager pursuant to
paragraph 3.2 shall not be revocable or variable by the Participants without the
prior written consent of the Management Committee.

3.4 Except as authorized or required by both participants the Manager shall not
encumber any of the Service assets.

4 PROGRESS REPORTS

4.1 A monthly report shall be prepared by the Manager of services’ progress and
submitted to the Custodian OTML.

4.2 The Manager shall keep the Participants fully informed of all matters relating to
the conduct of the Services.

5. RECORDS AND ACCCOUNTS

5.1 The Manager shall:

a) Keep or cause to be kept comprehensive, true and accurate record and

accounts of the Service and of the Manager’s performance of his duties
under this Agreement; and of all property, real and personal, belonging to,
and of all transactions entered into by, or on behalf of the Participants in
connection therewith (so far as the same may be known to the Manager)
and of the costs and expenses thereof;

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 b) Maintain proper systems of internal control to enable the Joint Venture
assets to be adequately controlled and accounted for and to provide
reasonable control of transactions;

c) Ensure that all invoices and financial settlements, financial reports and
billings rendered by the Manager to Participants reflect properly the facts
of all activities and transactions handled for the account of the
Participants;

d) keep all such records and accounts in accordance with generally accepted
accounting principles consistently applied, and in particular for the
construction industry ; and

e) To liaise directly with the Participants to ensure recruitment of suitably

qualified personnel on a timely basis.

6. REMUNERATION AND EXPENSES OF MANAGER

a) For services in connection with the conduct of Service, the Manager shall
receive a service fee of 5% of all securing costs incurred by the Service,
paid monthly.

b) Project costs include:

i) Travel for the Manager and the Joint Committee.

ii) Workers Compensation Insurance.

iii) Salary and Wages.

iv) Any direct costs accrued directly by this Service in carrying out the
job.

7. EFFECT OF SCHEDULE

7.1 This Schedule:

a) comprises the entire agreement between the Participants in respect of the

role, duties and functions of the Manager and no earlier representation or
agreement, whether oral or in writing, in relation to any matter dealt with
in this Schedule shall have any effect from the Commencement Date; and

b) Shall not verify in any way except under a written agreement between the
Participants.
7.2 Each Participants shall do, or cause to be done all such acts or things necessary to
give effect to this Schedule.

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 7.3 None of the terms or conditions of this Schedule, nor any act, matter or thing done
under or by virtue of this Schedule or any other contract, agreement, instrument or
document, judgment or order of any court of judicial proceeding, shall operate as
a merger of any of the rights and remedies shall at all times continue in force.

7.4 If any provision of this Schedule is void or voidable or unenforceable in

accordance with these terms, but would not be void, voidable, unenforceable or
illegal if it were read down and, it is capable of being read down, such provision
shall be read down accordingly.

7.5 If, notwithstanding paragraph 11(5), a provision of the Schedule is still void,
voidable, unenforceable or illegal:

a) If the provision would not be void, voidable, unenforceable or illegal if a

word or words were omitted, that word or those words are hereby severed;
and

b) In any other case, the whole provision is hereby severed;

And the remainder of this Schedule shall be of full force and effect.

IN THE WITNESS WHEREOF the Participants hereto have duly executed this Agreement on
the day and year specified in Item 1.

THE COMMON SEAL of YANNFIL)

Was hereunto affixed by or in the ) ________________________________________
Presence of the undersigned ) Chairman
Proper Director Officers of the said )
Company. Signature and designation )
Of the proper officers by whom )
Or in whose presence the company ) ________________________________________
Shall execute the instruments under ) Deputy Chairman
Seal )

THE COMMON SEAL of MXPNG)

Was hereunto affixed by or in the ) ________________________________________
Presence of the undersigned ) Principal
Proper Director Officers of the said )
Company. Signature and designation )
Of the proper officers by whom )
Or in whose presence the company ) ________________________________________
Shall execute the instruments under ) Manager
Seal )

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