MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement entered into this __________ day of
November 2014 in Davao City, Philippines by and between:
DABAWENYO MINERALS CORPORATION, a company incorporated under
the laws
of the Philippines, with principal office address at Davao City,
Philippines represented herein by its Chairman-President SAID J. SAYRE,
hereinafter called the
FIRST
PARTY,
-and______________________________________________________________ also a
duly registered
corporation under the law of the Republic of the
Philippines with business address
at________________________________,
represented herein by
its
President,
________________________________________ hereinafter referred to as the
SECOND PARTY.
WITNESSETH
1. That the FIRST PARTY is the legitimate owner-holder of MPSA No. 251-A-2007XI over its mining property consisting of FIVE THOUSAND NINE HUNDRED SIX
POINT SIXTY-SEVEN (5,906.67) hectares in the Municipality of Tarragona and
the City of Mati, Davao Oriental;
2. That Four Thousand Nine Hundred Six Point Sixty-Seven (4,906.67) Hectares
of the above MPSA covered areas is hereby assigned and sold to the SECOND
PARTY for the rights and obligations to operate and conduct mining activities
thereof;
3. That the SECOND PARTY grants unto the FIRST PARTY by virtue of the
assignment of 4,906.67 hectares to the former the following rights and
privileges
a. Free Access or Road Right of Way granted by the SECOND PARTY in
favor of the First Party its assigns and successors in interests over the
4,906.67 assigned area, provided that such road right of way could not
interfere or/is considerably away from the areas actively explored and
mined by the SECOND PARTY.
b. The SECOND PARTY shall honor and comply with the Memorandum of
Agreement entered into by the FIRST PARTY and the Tribal Council of
Tagbinonga and Don Salvador as documented and notarized by Notary
Public RONALD C. VALLES on March 24, 1998 per Document No. 398,
Page No. 80, Book No. 7 and Series of 1998, said document attached
herewith as Annex A.
c. The SECOND PARTY waives its rights over the TIMBER and TREES found
in the 4,906.67 hectares assigned area in favor of the FIRST PARTY its
assigns and successors in interest for commercial/trading purposes.
However, a cutting permit coming from the DENR, Forest Management
Service shall have been secured first by the FIRST PARTY, and trees
earmarked for the SCOND PARTY in the exercise of its timber rights
shall be spared and should be honored also by the FIRST PARTY.
4. Violation on any provision of the Deed of Assignment and this
Memorandum of Agreement, the PARTIES should endeavor to submit
themselves to Arbitration as provided for in Paragraph 5 of the Deed of
Assignment executed by the PARTIES concerned.
5. This Memorandum of Agreement shall form an integral part of the Deed of
Assignment
between
Dabawenyo
Minerals
Corporation
and

_______________________________________________ on the subject 4,906.67

hectares, DMC-MPSA covered areas.

IN WITNESS WHEREOF, we have hereunto set our hands this

_____________ day of _______________ 2014 at Davao City, Philippines.
DABAWENYO MINERALS CORP.
_______________________________________

SAID J. SAYRE
______________________________
Chairman-President

President

Signed in the Presence:

__________________________________________
________________________________________

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
CITY
OF
DAVAO) S.S
X-------------------------------------------X
BEFORE ME, a notary Public for and in
___________________________________________
_____________________________ on this _________________________ day of
____________________, personally appeared.

Name

CTC NO. / Drivers Lic.

Place Issue
Passport No./

Date &
Expiry

date

SAID J. SAYRE
Dec.14.2011,Dvo. City

EB4268290

________________________
_________________
___________________________

Above persons known to me to be the same persons who

executed the foregoing INSTRUMENT consisting of Three (3) pages
including this acknowledgement and acknowledged to me that the
same is their free act and deed.
WITNESS MY HAND AND SEAL, on the date and place above
written.

NOTARY
PUBLIC

Doc. No. _________

Page No. _________
Book No. _________
Series of 2014