EIA_Projeto_Cacapava_do_Sul_Vol_1_Contextualizacao

Fee is intended to cover the real cost of administering exploration and development work on the
Concessions.
2. Right to Audit. Within 30 days aftcr Scptember 15,2009 and after thc cnd of the Initial
Option Period, YM shall deliver to IAMGOLD a document listing the exploration expenditures
incurred by YM in the Concessions including information as to the payment of the Management
Fee (the "Certificate of Expenditures"). Subject to the next sentence, the Certificate of
Expenditures shall be primafacie evidence of such Expenditures having been made. IAMGOLD
shall have 30 calendar days following receipt ofa Certificate of Expenditures to request an audit
of the Expenditures represented thereon. VM shall make availablc to lAMGOLD, during normal
business hours, all documents and records in support of the disputed Certificate of Expenditures.
IAMGOLD shall have 20 calendar days to rcview such documents and records, commencing
with the date the same were first made available to it. IAMGOLD and VM shall have 15
calendar days following the conclusion of the review by IAMGOLD, to negotiate in good faith
an amicable resolution of any portion of the Expenditures which IAMGOLD continues to
dispute. Failure of the Parties to mutually agree upon a resolution shall entitle either such Party
to submit such dispute to arbitration in accordance with the provisions of Section 19.
Under the eBC Agreemel1l, IAMGOLD shall pay CBC the equivalent, in Brazilian currency, of
US$ 70,000.00, on 26 September 2008 and the equivalent, in Brazilian currency, of US$
70,000.00, annually, starting on 26 September 2009 and continuing until mineral production
commences in the Concessions. During the Earn In Period YM shall be responsible for such
annual payments which will be considered as Expenditures and as such shall be included in thc
Certificate of Expenditures by VM and accepted by IAMGOLD.
3. CDC Agreement Option. Subject to the CBC Agreement, CBC and CARMEC have granted
IAMGOLD an option to acquire (directly or indirectly) a 100% undivided interest in the
Concessions, to be exercised by IAMGOLD on or before September 26, 2010. During the Earn
In Period, IAMGOLD shall not propose or accept any amendment to the CBC Agreement
without prior agreement of YM and shall take all necessary measures to maintain the eBC
Agreement in full force, effect and validity.
4. Initial Option Exercise. To exercise the Initial Option and earn the Initial Interest, YM shall
have funded the Expenditures set forth in Section 1.
4.1 To cxercise the Initial Option YM shall send a written notification to IAMGOLD on
or before September 15,2010. In case VM exercises the Initial Option, then YM shall pay to
IAMGOLD the amount of US$700,000.00, which shall be used by IAMGOLD sale and
exclusively to exercise and pay for the option mentioned in Section 3 of this letter agreement. If
YM decides not to exercise the Initial Option or does not send a notification to IAMGOLD on
due time then such option exercise and payment shall be at the total discretion of IAMGOLD.
4.2 In case the Initial Option is exercised by YM, IAMGOLD and YM shall forthwith
constitute a JYCO (the "Joint Venture") with participations of 51% held by YM and 49% held