Professional Documents
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The Project is located in the Eastern Cordillera of Peru at the sub-Andean front in the upper Amazon
River Basin. It is within the boundary of the Shipasbamba community, 680km north-northeast of Lima
and and 245 km northeast of Chiclayo, Peru, in the District of Shipasbamba, Bongará Province,
Amazonas Department (Figure 2-1). The Project area can be reached from the coastal city of
Chiclayo by the paved Carretera Marginal road. The central point coordinates of the Project are
approximately 825,248 East and, 9,352,626 North (UTM Zone 17S, Datum WGS 84). Elevation
ranges from 1,800 meters above sea level (masl) to approximately 3,200 masl. The climate is
classified as high altitude tropical jungle in the upper regions of the Amazon basin. The annual
rainfall average exceeds 1 m with up to 2 m in the cloud forest at higher elevations.
Bongará Project
Location Map
Votorantim, as operator of the joint venture company Minera Bongará, has entered into a surface
rights agreement with the local community of Shipasbamba which controls the surface rights of the
Project. This agreement provides for an annual payments and funding for mutually agreed upon
social development programs in return for the right to perform exploration work including road
building and drilling. From time to time, Votorantim also enters into surface rights agreements with
individual private landowners within the community to provide access for exploration work.
On August 15, 2006, an Agreement Letter was signed between Solitario, Minera Bongará (a wholly
owned subsidiary of Solitario) and Votorantim. The Letter defined the commitment of Votorantim to
fund U.S. $ 1.0 MM in an annual mineral exploration program, which began in late October 2006.
On March 24, 2007, a definitive agreement superseding the Letter Agreement was signed between
the Companies. This definitive agreement (Agreement) provides that the project interest owned by
Votorantim and Solitario will be held through the ownership of shares in the joint operating company
Minera Bongará, which controls 100% of the mineral rights and assets of the project.
Solitario currently owns 100% of the shareholding interest in Minera Bongará. Votorantim can earn
up to 70% in the joint operating company through the funding of an initial $1.0M exploration program
(completed), by funding annual exploration and development expenditures and by making cash
payments of $100,000 on August 15, 2007 (completed) and $200,000 on subsequent anniversaries
of that date. Votorantim is the operator of the Project and is responsible for keeping the property in
good standing. The option to earn 70% interest can be exercised by Votorantim at any time by
pledging to start the project's production based on a completed feasibility study. Votorantim has
further agreed to finance Solitario's 30% participating interest to production through a loan facility
from Votorantim to Solitario. Solitario will repay this loan from 50% of Solitario's cash flow
distributions from the joint operating company.
Annually a payment of US$ 3.00 per hectare ($1.00 for a “small miner”) must be made by the end of
June to the Ministry of Energy and Mines (MEM) or the claim is automatically forfeited. Any claim not
in commercial production exceeding a pro-rated average of $100 per hectare for any year after the
sixth anniversary incurs a penalty payment of US$ 6.00 added to the annual payment. If, by the 12
th
anniversary, commercial production has not been achieved then the penalty increases to US$ 20.00.
The penalties are waived if the title holder shows that investments for each claim exceed ten times
the value of the penalty for any given year.
Concessions are real assets and are subject to laws of private property. Foreign entities have the
same rights as Peruvians to hold claims except for a zone within 50 km of international borders. Title
holders have a right of access and development of minerals but an agreement is required with
private property surface rights owners and formalized “Communities”. To ratify an agreement with a
Community a majority of all members must vote in favor of the agreement as written. A recently
issued law (as modified) also requires formal consultation with indigenous tribes in certain areas.
Corporate income tax in Peru is charged at a flat rate of 30%. However, mining companies must also
pay an additional tax varying from 2 to 8.4% of net operating profit.
Class I permits require little more than a notification process for approval. Class II drilling permits
require an environmental impact declaration (DIA), a permit for harvesting trees (if applicable), an
archeological survey report (CIRA), a water use permit (ALA) and a Closure Plan.
Permitting requirements for mining include an Estudio de Impacto Ambiental (EIA) that describes in
detail the mining plan and evaluates the impacts of the plan on environmental and social attributes of
the property. Baseline studies include air quality, surface and groundwater quality, flora and fauna
surveys, archeological surveys and a study of the social conditions of the immediate property and an
area of interest that includes local communities. Public meetings are required in order that local
community members can learn about and comment on the proposed operation.
Many of the baseline studies required for mining have been completed by Votorantim.