JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT is made the 17th day of MAY 2023 BETWEEN INDUSTRIAL
PROCUREMENT SERVICES & CONSTRUCTION LTD. (IPS) (the ‘First Joint Venturer’); EKOOBA K. K. ENT.
(the ‘Second Joint Venturer’) of the first part; AND PRIKUBIS COMPANY LTD (the ‘third Joint
Venturer”) of the second part.
1. The parties hereto (‘the Joint Venturers’) have agreed to engage in a Mining and Construction
business (hereinafter called “the Business”).
2. TheeffectivedateofthisAgreementshallbethe..........dayof................... 20....
3. WhereastheFirstPartyisaConstructionCompanydealingin,amongothers, Construction and Civil
works, Welding as well as procurement services and registered under the laws of Ghana and whereas
the Second Party is a registered business entity under the laws of Ghana and whereas the third Party
is a Construction Company registered under the laws of Ghana and whereas the parties have
resolved to work jointly in winning specific contracts from Newmont Ghana Gold Ltd, the parties
have agreed to form this JOINT VENTURE.
4. TheBusinessshallbecarriedonunderthenameandstyleofIPS/PRIKUBIS LTD JOINT VENTURE.
5. This Joint Venture shall be formed for the purposes of executing contracts/ construction works
awarded by Newmont Ghana Gold Ltd. and its associated subsidiaries to this Joint Venture.
6. The First Joint Venturer shall hold 40% of the total shares/revenue of the Business and shall make
available all mobilisations for the execution of any project by this Joint Venture whereas the Second
Joint Venturer shall hold 10% of the total share of revenue and whereas the remaining 50% shall be
held by the Third Joint Venturer herein.
7. All profits of the Joint Venture shall be shared equally by the percentages agreed to be the profit-
sharing module and all losses shall be borne by the Joint Venturers equally as per the same
percentages.
8. All proceeds from the Business shall be paid into an account (“the Joint Venture Account”). This
account shall be subject to audit by an auditor appointed by the Joint Venturers at the end of each
accounting year of the Joint Venture.

9. No party shall make any drawing from the Joint Venture Account for their personal benefit
otherwise than provided hereafter and no interest shall be paid on any capital standing to the credit
of any party.
10.No Party shall be given any loan from the Joint Venture Account except as otherwise agreed with
the prior written consent of all the parties.
11. All necessary and proper books of account shall be kept by the Business in a true and faithful
manner in the following manner:
a. On the ...... day of...... in each succeeding year, there shall be prepared:
i) A profit and loss account giving a true and fair view of the profit or loss of the Business for the
period which it relates.
ii) A balance sheet giving a true and fair view of the assets. Liabilities and state of affairs of the
Business and of the value of the interest of each Party as at the end of the period to which the profit
and loss account relates.
b. The profit and loss account and the balance sheet shall be signed by all the parties.
c. The signed accounts shall be conclusive and final as between the parties as to all matters state in
them except in the case of manifest errors discovered within a period of four (4) weeks after they
have been signed in which case the error shall be corrected.
d. After the accounts have been signed by the Parties, the net profit shall be divisible between them
in accordance with the provisions of this agreement.
e. Before the net profits is divided between the Parties, there shall be set aside in a reserved account
such sum of money as the accountant shall consider requisite for meeting the tax liabilities in respect
of the business profits
f. The Parties herein shall appoint a Finance Manager of the Business and all the parties shall be
signatory to the Business’ Account.
g. That for the avoidance of doubt, the first Joint Venturer shall make deductions of all mobilizations
and or other expenses incurred in executing a contract with the prior agreement of all other parties
before the sharing of any profits.
12. The day-to-day management and conduct of the Business shall be vested in the First Joint
Venturer herein who shall be the Administrative Manager of the Business.

13.The parties shall be responsible for and shall discharge to the best of their abilities, knowledge
and skills, the portion of the Business which shall be assigned to any one of them either by this
agreement or any other agreement of the business.
14. Each party shall punctually pay his present and future debts and indemnify the other parties and
the assets of the business against the same and pay all expenses on account thereof.
15. No Party shall, without the prior written consent of the others, :
a. Employanymonies,propertyorotherassetsoftheJointVentureorpledge the credit thereof or contract
any debt except in the due and ordinary course of the Business and upon the account of or for the
benefit of the Joint Venture;
b. Compose, release or discharge any debt due to the Joint Venture without receiving full satisfaction
thereof;
c. Do or knowingly suffer any act or thing whereby the property or assets of the Joint Venture or any
part thereof may be attached, seized or taken in execution;
d. Lend any Joint Venture money or otherwise give credit to any person(s) whom the other parties
shall, by notice in writing had forbidden him to trust;
e. Assign, mortgage or charge his share in the asset or profits of the Joint Venture.
Any Party committing any breach of the foregoing stipulations shall indemnify the others and the
Joint Venture assets from any losses and expenses on account thereof.
16.The Parties shall be just and faithful to each other and furnish to each other, whenever required
to do so, a true and full account, in writing, of all matters and transactions relating to the Joint
Venture.
17.THE PARTIES HEREBY AGREE that:
a. A Party may withdraw (dissociate) from the Joint Venture at any time
upon giving to the other parties not less than Five (5) months’ notice in writing. Unless otherwise
mutually agreed between the other parties and the withdrawing party, the withdrawing party shall
cease to be and shall be dissociated from the Joint Venture three (3) months after the notice.
b. TheDissociationofapartyshallneitherresultinthedissolutionofthe Joint Venture nor require the
winding up of the Joint Venture; and the

rights of the Dissociated and the remaining s shall be determined under this Joint Venture
Agreement.
c. A party shall cease to be a Joint Venturer and shall be dissociated from the Joint Venture on the
party’s death or upon any purported assignment of the party’s interest in the Joint Venture whether
voluntarily, involuntary or by operation of law.
18.The Dissociated party shall be entitled to
a. His share of the profits for the Accounting period during which the Dissociated Date occurs
apportioned for the period from the commencement of the Accounting Period to the Dissociation
Date;
b. Any undrawn balance of the Dissociated party’s share of the profits to the Dissociation Date shall
be paid to him not later than two (2) months from the Dissociation.
19.The payments due to a Dissociated party under paragraph 16 above, shall be reduced by;
a. Amounts owing by the Dissociating to the Joint Venture or any damages owing as a result of any
breach of this Joint Venture Agreement; and
b. Any drawings made by the Dissociated party exceeding his entitlement.
20.An account shall be prepared as at the Dissociation Date at the expense of the Joint Venture and
consistent with the basis on which the Joint venture accounts have hitherto been prepared to fairly
value the interest of the Dissociated party in the Joint Venture.
21.Where a Party dissociates through death, his heir/personal representatives shall receive the said
compensation.
22.Payments to Dissociated party shall be treated as paid for the Dissociated ’s interest in Joint
Venture property.
23. No Dissociated party shall have any interest in any accounts receivable, rights of the Joint Venture
to receive or collect cash or other assets of the ship.
24.Except with respect to provisions concerning contribution, indemnification rights to payments, a
Dissociated party shall cease to have rights and duties under this Joint venture Agreement as of the
Dissociation date.
25. The Dissociated Party shall on or before the Disassociation Date deliver up to the Continuing
parties all documents, papers and records in whatever form these may be stored which may have
been prepared by him or have come into his possession in the course of his duties as a Joint Venturer
of the Business

and the Dissociated shall not retain copies of them. Title and copyright in such documents shall vest
in the Joint Venture Agreement.
26.All notices under this Joint Venture Agreement shall be in writing and shall be served by personal
delivery with receipt acknowledged upon the other parties at the addresses set forth in the books
and records of the ship.
27.No consent or waiver, express or implied by a party or the Joint Venture, to breach or default by
any in the performance of his obligations under this Agreement shall be deemed or construed to be a
consent or waiver to any other breach or default.
DISSOLUTION OF THE JOINT VENTURE
28.The Joint Venture shall be dissolved and its affairs wound up upon the occurrence of any of the
following events:
b. Thesale,transferorassignmentof(thewholeor)substantiallyall
of the assets of the Joint Venture; and
29.
a. The written consent of All the parties;
c. As otherwise required by law.
In the event of the dissolution of the Joint Venture for any reason, the parties shall proceed promptly
to wind up the affairs and liquidate the assets of the Joint Venture, if any and to file a Statement of
Dissolution.
30.After paying or providing for the payment of all debts or liabilities and obligations of the Joint
venture and all expenses of liquidation, any other assets of the Joint Venture shall be distributed to
or for the benefit of the parties in accordance with the provisions of this Agreement.
31.Upon completion of the winding up of the affairs of the Joint Venture and the distribution of all
Joint Venture assets, the Joint Venture shall terminate.
32.This Joint Venture Agreement constitutes the entire agreement among the parties and supersedes
all prior agreements, representations, warranties, statements, promises and understandings,
whether oral or written, with respect to the subject-matter hereof.
33.If any provision of this Joint Venture Agreement shall be found by a Court of competent
jurisdiction to be illegal, in conflict with any law of the Republic of Ghana or otherwise
unenforceable, the validity and enforceability of the remaining provisions shall not be affected, and
the rights and obligations of the parties shall be construed and enforced as if this Joint Venture
Agreement did not contain the particular provision(s) found to be illegal, invalid or otherwise
unenforceable.
34.This Joint Venture Agreement may not be amended, modified, altered, or changed in any respect
whatsoever except by a further Joint Venture Agreement in writing, duly executed by the parties.
35. Except as provided herein to the contrary, this Joint Venture Agreement shall be binding upon
and inure to the benefit of the parties’ signatory hereto.
36.It is the intention of the parties that the Laws of Ghana should govern the validity of this Joint
Venture Agreement, the construction of its terms, the interpretation of the rights and duties of the
parties and other matters arising under the Joint Venture Agreement.
37.If any Party has any issues, concerns or complaints about any matter in this Agreement, that Party
shall notify the other Party and the Parties shall then use best endeavours to resolve the issue
amicably through a process of consultation or negotiation. In the event that Parties are not able to
settle within Fourteen (14) days, a Party may refer the matter to a court of competent jurisdiction.
38.The Parties to this Agreement shall have no liability to the other for any loss suffered which arises
out of any action or inaction if, in good faith, it is determined that such course of conduct was in the
best interest of the joint venture and such course of conduct did not constitute negligence or
misconduct. The Parties to this Agreement shall each be indemnified by the other against losses,
judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in
connection with the joint venture.
IN WITNESS WHEREOF, the parties’ have executed this Joint Venture Agreement the date and year
first above written.
SIGNED by the First Party Herein
) .........................................................
Dayof
In the presence of:
WITNESS:
NAME: ADDRESS:
SIGNATURE:
2023 ) )
JOSEPH KWAMINA MOSES-MENSAH
Industrial Procurement Services and Construction Ltd. P.O.Box 192 Obuasi –
Bediem

SIGNED by the Second Party Herein