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 AGREEMENT ON AMENDMENTS AND CHANGES TO THE STABILITY


AGREEMENT MADE BY AND BETWEEN GOVERNMENT OF MONGOLIA AND


TSAIRT MINERAL CO., LTD. ON 13TH OF MAY, 1998








On one side, the Minister of Finance, representing Government of Mongolia, on the other side, Tsairt


Mineral Co.,Ltd (herein after called as “Company”) have mutually agreed to conclude this


Agreement (herein after called as “Agreement”) to amend and change the Stability agreement as


follows:


1. Change the paragraph “The Company will be exempted from the income tax for the first five (5)


years from the commencing date of its activity and be entitled to fifty (50) percent tax relief for


the following five (5) years period. For the following years, the company will pay fifteen (15)


percent tax for the annual taxable income up to 100,000,000 tugriks, plus forty (40) percent for


the amount which exceeds 100,000,000 tugriks.” in the article 2.2 of the Stability agreement


to


“The Company shall pay corporate income tax with fifty (50) percent tax credit as per


specified in the “Corporate income tax law” effective from January 1st, 2007 for two years


beginning from the date of signing of this Agreement, thereafter the Company shall pay at


full rate as per specified in the law.”


2. Change the paragraph “The royalty to be paid by the Company shall be set at the rate specified in


the law regulating the minerals relations effective at the date of the agreement.” in the article 2.4


of the Stability agreement


to


“The Company shall pay the royalty at (five) 5 percent as specified in the “Mineral law”


effective from August 26lh, 2006 beginning from the date of signing of this Agreement.44


This agreement shall be an integral part of the Stability agreement made by and between Government


of Mongolia and Tsairtminerai Co., Ltd. in May 13th, 1998.


This Agreement is made on 23rd of August, 2007 in Ulaanbaatar, Capital of Mongolia, in two (2)


copies each in Mongolian and English, and the copies are equal authentic.


This Agreement shall enter into force in August 23rd, 2007.








ON BEHALF OF THE ON BEHALF OF THE


MONGOLIAN GOVERNMENT: TSAIRT MINERAL CO., LTD.: