BIDDING DOCUMENTS FOR THE INTERNATIONAL PUBLIC … · BIDDING DOCUMENTS FOR THE INTERNATIONAL PUBLIC TENDER PRIVATE INVESTMENT PROMOTION PROCESS OF “COPPER DEPOSITS OF MICHIQUILLAY”

REPUBLIC OF PERU

PRIVATE INVESTMENT PROMOTION AGENCY

BIDDING DOCUMENTS FOR THE INTERNATIONAL PUBLIC TENDER

PRIVATE INVESTMENT PROMOTION PROCESS OF “COPPER DEPOSITS OF MICHIQUILLAY” PROJECT

August, 2017

Important: This is an unofficial translation. In case of divergence between the English and Spanish

text, the version in Spanish shall prevail.

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_________________________________________________________________________________IInternational Public Tender– Promotion Process of Private Investment in Michiquillay Project Page 2 of 78

INDEX

1. Background .................................................................................................................... 6

2. Purpose of the Tender ................................................................................................ 6

3. General Considerations ............................................................................................. 7

4. Definitions ................................................................................................................... 9

4.1. Mining assets (AMSAC) ........................................................................... 9 4.2. Confidentiality Agreement ........................................................................ 9 4.3. Bid Award ................................................................................................. 9 4.4. Awardee ................................................................................................... 9 4.5. Private Investment Promotion Agency – ProInversión .............................. 9 4.6. Authorized Agents .................................................................................... 9 4.7. Governmental Authority .......................................................................... 10 4.8. Bid Terms ............................................................................................... 10 4.9. Letter of Guarantee ................................................................................ 10 4.10. Circular ................................................................................................... 10 4.11. Committee .............................................................................................. 10 4.12. Mining Concession ................................................................................. 10 4.13. Tender .................................................................................................... 10 4.14. Board of Directors .................................................................................. 10 4.15. Consortium ............................................................................................. 10 4.16. Contract ................................................................................................. 10 4.17. Effective Control ..................................................................................... 11 4.18. Call ......................................................................................................... 11 4.19. Schedule ................................................................................................ 11 4.20. Affidavit .................................................................................................. 11 4.21. Participation Fee .................................................................................... 11 4.22. Days ....................................................................................................... 11 4.23. Calendar days ........................................................................................ 12 4.24. Project Manager ..................................................................................... 12 4.25. Executive Director .................................................................................. 12 4.26. Dollar or Dollar of the United States of America or US$.......................... 12 4.27. Affiliated Company ................................................................................. 12 4.28. Parent Company .................................................................................... 12 4.29. Subsidiary Company .............................................................................. 12 4.30. Related Company ................................................................................... 12 4.31. Financial Entity ....................................................................................... 13 4.32. Competence Factor ................................................................................ 13 4.33. Closing Date ........................................................................................... 13 4.34. Gurantee of Validity, Effectiveness and Reliability of the Proposal ......... 13 4.35. Stakeholder ............................................................................................ 13 4.36. General Sales Tax - IGV ........................................................................ 13 4.37. Applicable laws and provisions ............................................................... 13 4.38. Bidder ..................................................................................................... 13 4.39. Qualified Bidder ...................................................................................... 14 4.40. Pre-Qualified Bidder ............................................................................... 14 4.41. Proposal ................................................................................................. 14 4.42. Project .................................................................................................... 14 4.43. Legal Representative ............................................................................. 14 4.44. Data Room ............................................................................................. 14 4.45. Envelopes .............................................................................................. 14

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4.46. Envelope N° 1 (Pre-qualification) ............................................................ 14 4.47. Envelope N° 2 (Declarations, Contract and Guarantee) ......................... 14 4.48. Envelope Nº 3 (Financial Bid) ................................................................. 14 4.49. Sol or S/ ................................................................................................. 14

5. Legal Framework of Tender ......................................................................................14

6. Project assets ............................................................................................................15

7. ProInversión Powers .................................................................................................16

8. Draft Contract ............................................................................................................17

9. Tender Schedule ........................................................................................................17

10. Submission to the Bid Terms and Interpretation ....................................................17

11. Authorized Agents and Legal Representatives .......................................................19

11.1. Authorized Agents .................................................................................. 19 11.2. Legal Representatives ............................................................................ 19

12. Consultations and Circulars .....................................................................................20

12.1 Consultations ......................................................................................... 20 12.2 Circulars ................................................................................................. 21

13. Access to Information: Data Room ..........................................................................22

13.1 Access to Virtual Data Room .................................................................. 22 13.2 Confidentiality Agreement ...................................................................... 22 13.3 Content of information of Data Room ..................................................... 22 13.4 Interviews request and visits to the Project area ..................................... 22

14. Submission of Envelopes N° 1, N° 2 and N° 3 .........................................................22

14.1 General considerations........................................................................... 22 14.2 Submission of Envelope Nº 1 ................................................................. 23 14.3 Submission of Envelopes Nº 2 and Nº 3 ................................................. 23

15. Content of Envelope Nº 1 (Credentials) ....................................................................23

15.1 Legal requirements ................................................................................. 23 15.2 Technical and financial requirements ..................................................... 26

16. Submission, Assessment and Pre-qualification of Envelope N° 1 .........................26

16.1 Submission ............................................................................................. 26 16.2 Assessment ............................................................................................ 27 16.3 Pre-qualification...................................................................................... 27

17. Content of Envelope Nº 2. (Declarations, Contract and Guarantee) .......................27

17.1 Affidavits ................................................................................................ 27 17.2 Contract ................................................................................................. 28 17.3 Guarantee of Validity, Effectiveness and Reliability of the Proposal. ...... 28

18. Content of Envelope Nº 3 (Financial Bid) .................................................................28

19. Submission of Envelopes Nº 2 and Nº 3 and Bid Award .........................................28

20. Challenge of Bid Award ................................................... ¡Error! Marcador no definido.

20.1 Procedure............................................................................................... 30 20.2 Guarantees ............................................................................................ 31

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21. Tender declared null and void ..................................................................................31

22. Closing Date ...............................................................................................................31

23. Execution of Validity Guarantee, Effectiveness and Reliability of Proposal .........32

Annex 1: Affidavit Form (Notification of information) ......................................................34

Annex 2: Financial Entities Authorized to Issue Guarantees established in the Bid

Terms ...................................................................................................................................35

Annex 3: Affidavit Form (Commitment of reliable information) .......................................36

Annex 4 - Form 1: Credentials for Qualification (Legal entity incorporated) .....................

....................................................................................................................................37

Annex 4 - Form 2: Credentials for Qualification (Only for Consortia) .............................38

Annex 4 - Form 3: Credentials for Pre-Qualification – Percentage of participation for

legal entities ........................................................................................................................39

Annex 4 - Form 4: Credent8ials for Pre-Qualification – Percentage of participation for

Consortia .............................................................................................................................40

Annex 4 – Form 5: Credentials for Pre-Qualification – Link with who paid the

participation fee ..................................................................................................................41

Annex 4 - Form 6: Credentials for Pre-Qualification – Statement of not being

disqualified to contract ......................................................................................................42

Annex 4 - Form 7: Credentials for Pre-Qualification – Waiver of privileges and claims

applicable to not listed corporations.................................................................................43

Annex 4 - Form 8: Credentials for Pre-Qualification – Waiver of privileges and claims

(applicable to corporations listed in stock exchange) .....................................................44

Annex 4 - Form 9: Credentials for Pre-Qualification – Declaration of no incompatibility45

Annex 4 - Form 10: Credentials for Pre-Qualification - Independence among Bidders

(applicable to corporations not listed in stock exchange) ...............................................46

Annex 4 - Form 11: Credentials for Pre-Qualification - Independence among Bidders

(applicable to corporations that are listed in stock exchange) .......................................47

Annex 4 - Form 12: Credentials for Pre-Qualification Commitment of Incorporation (in

case of Consortium) ...........................................................................................................48

Annex 5: Form - Model of submission of information of Financial Requirement ...........49

Annex 6 - Form 1: Validity of Information .........................................................................51

Annex 6 - Form 2: Acceptance of Bid Terms and Contract - Applicable to Bidders and

to members of Consortia who do not have listed their shares in stock exchange ........52

Annex 6 - Form 3: Acceptance of Bid Terms and Contract - Applicable to Bidders and

to members of Consortia who have listed their shares in stock exchange ....................53

Annex 7: Form - Model of Guarantee of Validity, Effectiveness and Reliability of

Proposal .................................................................................................................................

....................................................................................................................................54

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Annex 8: Form - Model of Letter of Guarantee of Award Challenge................................56

Annex 9: Form – Confidentiliaty Agreement .....................................................................58

Annex 10: Documents of Data Room ................................................................................60

Annex 11: Model of Financial Bid ......................................................................................75

Annex 12 - Form – Affidavit – Commitment of reliable and current information ............76

Annex 13: Schedule ............................................................................................................77

Annex 14: List of natural or legal persons from private sector who provide consultancy

or advisory services to ProInversión, in the process of promotion of private

investment of the Project. ..................................................................................................78

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1. Background

Within the framework of the International Public Tender PRI-88-2006, on June 5, 2007 Anglo American Michiquillay S.A. and Activos Mineros S.A.C., with the intervention of the winner of the international tender, Anglo American Services UK (Limited), and PROINVERSION, signed the Contract for the Transfer of mining concessions and other assets that form the Michiquillay mining project. With Notary Letter dated December 4, 2014, Anglo American Michiquillay S.A. decided to exercise the power to resolve the Transfer Contract, so that on June 25, 2015 the parties signed the document by which the Restitution of Ownership of Mining Concessions and Property of Other Assets was made which conform The Michiquillay Project, in favor of Activos Mineros S.A.C. On May 3, 2017, Ministerial Resolution No. 165-2017-MEM/DM was published, which approved the "Multi-Annual Report on Investments in Public Private Partnerships in Mining for the Year 2017", contemplating the Copper Deposits of Michiquillay Project. On May 4, 2017, with Official Letter No. 055-2017-MEM/VMM, the Ministry of Energy and Mines (MINEM) sent to ProInversión, Report No. 863-2017-MEM-DGM/DPM, requesting incorporation of the Mining Project Michiquillay in the process of promoting private investment. This report was specified by Report N ° 896-2017-MEM-DGM/DPM, sent on May 11, 2017, through Official Letter No. 059-2017-MEM/VMM. On May 15, 2017, through a Steering Committee Agreement of ProInversión, it was agreed to incorporate the Copper Deposits of Michiquillay Project, to the process of promoting private investment, within the framework of Legislative Decree No. 1224, its regulatory norms and amendments, and, where applicable, Legislative Decree No. 674 and its regulations. On May 23, 2017, the Committee for Proinversion in Projects for Infrastructure and Social Public Utilities, Mining, Sanitation, Irrigation and Agricultural Affairs - PRO DESARROLLO approved the modification of the AMSAC Private Investment Promotion Plan incorporating the Copper Deposits of Michiquillay Project. In 2017, through the Board of Directors Agreement of ProInversión, were approved the Bid Terms of the International Public Tender for the promotion of the private investment of the Copper Deposits of Michiquillay Project.

2. Purpose of the Tender

The State of the Republic of Peru, through the Agency for the Promotion of Private Investment - ProInversión, convokes the International Public Tender whose purpose is the selection of a legal entity, national or foreign or Consortium, that when adjudicating the award will be granted the right to explore and subsequently exploit the mining concessions of the Copper Deposits of Michiquillay Project, in accordance with the modality established in the contract. For that purpose, these bid terms regulate the procedure of the project tender, which general objectives are the following:

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a. Achieve a transparent, simple, objective and equal procedure. b. To achieve the concurrence of the largest number of bidders with experience in

the obligations to be required. c. Define the basic rules on which the bidder can formulate its proposal. d. To choose the proposal that is more convenient for the State.

The tender referred to in the present bid terms shall be carried out in accordance with the provisions contained therein, and in what is not provided for therein, the Applicable Laws and Provisions shall apply. It is considered, without admitting evidence to the contrary, that all stakeholder, Bidder, Prequalified Bidder or Qualified Bidder, who participate in the tender know the content of these bid terms and the Applicable Laws and Provisions.

3. General Considerations

3.1 The bid terms and documents that integrate them, will be governed and interpreted according to the Applicable Laws and Provisions.

3.2 Legal persons, national or foreign or consortia may participate in the tender.

3.3 A natural or legal person, individually or through a Consortium, may not participate

in more than one bidder.

3.4 Those persons, directly or indirectly, who are under the scope of Article 1366 of the Civil Code may not be Bidders, persons with impediments established in Law No. 30225, Law on State Contracting, or substitute rule, persons with impediments established by the General Mining Law and norms with the rank of law, nor those who have been awarded in Public Private Partnership contracts or asset transfer contracts, would have ceased to be so for their breach of contract. This last impediment extends to those who have exercised the Effective Control at the time of the resolution of the respective contract resolved.

3.5 Bidders, Prequalified Bidders and Qualified Bidders, may not directly or indirectly contract the advisory services of individuals or legal entities of the private sector, who have provided or are providing consulting or advisory services to ProInversión, in the process of promoting the private investment in which they are participating. The list of natural or legal persons of the private sector who provide consulting or advisory services to ProInversión in the present process is established in (Annex 14). Failure to comply with the provisions of this clause means the exclusion of Bidders, Prequalified Bidders and Qualified Bidders from the process of promoting private investment.

3.6 The State or any of its dependencies, including ProInversión and AMSAC, its consultants and/or advisers are not responsible, do not guarantee, either expressly or implicitly, the totality, integrity, reliability or veracity of the information of the Data Room. Consequently, none of the persons participating in the tender may attribute any liability to any of the aforementioned parties or their representatives, agents or dependents for the use that may be made of said information or for any inaccuracy, insufficiency, defect, lack of update or for any other reason not expressly contemplated in this section.

3.7 The limitation stated reaches, as broadly as possible, all information relating to the tender that was actually known, the information not known and the information that at some point

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should have been known, including possible errors or omissions contained therein, by the State or any of its dependencies, including ProInversión, its consultants and/or advisers. Likewise, such limitation of liability reaches all information, whether or not supplied or prepared, directly or indirectly, by any of the parties mentioned above.

3.8 All Prequalified Bidders shall base their decision to submit their Envelope No. 2 and

Envelope No. 3 in their own investigations, examinations, inspections, visits, studies, interviews, analyzes and conclusions on the information available and which the latter has in particular sought, at their own risk.

3.9 The limitation of liability also reaches all information available in the Data Room, in the

institutional portal of ProInversión (www.proinversion.gob.pe), as well as that provided through Circulars or any other form of communication, that is acquired during the visits to the facilities related to the tender or to the Project area, and those mentioned in these bid terms, including all their forms and annexes.

3.10 The mere presentation of the forms provided in the bid terms, will constitute, without

need of any subsequent act, the acceptance of all the provisions in Sections 10 and 13 by the Bidder and, as the case may be, the Successful Bidder, as well as his irrevocable resignation and unconditionally, in the broadest manner permitted by the Applicable Laws and Provisions, to bring any action, counterclaim, exception, claim, demand or request for compensation against the State or any of its dependencies, including ProInversión, its consultants and/or advisers, except as provided in Section 20.

3.11 The Stakeholder, who decides not to participate in the tender, may transfer the

Participation Right to a third party. For this purpose, the acquirer of said right must submit in Envelope No. 1 a communication by means of which the transfer in his favor, with legalized signature of the grantor, is credited.

3.12 The Bidder must prove its commitment to present reliable information, by submitting

the Form indicated in Annex 3 that will have the character of Affidavit. The Affidavit must be submitted to the Project Manager by means of a simple document signed by the Legal Representative of the Stakeholder.

3.13 The Project Manager reserves the right to verify the veracity of the documentation

presented by the Stakeholder, Bidder, Prequalified Bidder or Qualified Bidder during the different stages of the tender and even after it has been concluded, without in any way implying a limitation of the responsibility of the Stakeholder, Bidder, Prequalified Bidder or Qualified Bidder for the possible insufficiency or lack of veracity of the data or information presented.

3.14 The lack of truthfulness or insufficiency in the data or in the information submitted by

the Bidder or Prequalified Bidder in this tender, will cause the Project Manager to disqualify him, in any of its stages, without prejudice to any responsibilities that may arise.

3.15 The Executive Director, prior opinion of the Committee, for reasons of public interest, may reject all the proposals submitted by the Prequalified Bidders and Qualified Bidders and, consequently, cancel the tender, without incurring liability or obligation to pay any compensation. This decision is not open to challenge.

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3.16 The tender may be suspended or canceled, at any time, before the Closing Date, without the need to express any cause, if the Executive Director deems it appropriate, with prior agreement of the Committee, without incurring liability or obligation to pay any compensation. This decision is not open to challenge.

4 Definitions

Any reference in this document to "Section", "Form" and "Annex", shall be understood to be made to the sections, forms and annexes of these bid terms respectively, unless otherwise expressly indicated. All time references must be understood to be made in local time in Peru. Expressions in the singular include, in their case, the plural and vice versa. The terms that are capitalized in these bid terms and are not expressly defined therein, correspond to Applicable Laws and Provisions, or to the meaning given to them in the use of the activities proper to the development of the Project or, failing this, to terms that are commonly used in capital letters. In these bid terms the following terms shall have the meanings indicated below: 4.1 Mining Assets (AMSAC)

Is the denomination of the company Activos Mineros S.A.C. holder of mining concessions of the project, in representation of the State.

4.2 Confidentiality Agreement It is the commitment that the Stakeholder, through its Authorized Agents or Legal Representatives, must sign before making use of the ProInversión Data Room. The text of the Confidentiality Agreement is contained in Annex 9 of the bid terms.

4.3 Bid Award It is the statement made by the Executive Director with prior opinion of the Committee once it has determined which of the Qualified Bidders submitted the best proposal, in the terms and conditions established in the bid terms, and therefore has been the winner of this tender.

4.4 Awardee Is the Qualified Bidder to which is awarded the bid.

4.5 Private Investment Promotion Agency - ProInversión It is the specialized technical body attached to the Ministry of Economy and Finance, with legal personality, technical, functional, administrative, economic and financial autonomy referred to in Law No. 28660, Supreme Decree No. 034-2008-PCM and the Regulations of Organization and Functions of ProInversion approved by Supreme Decree No. 185-2017-EF, which is empowered, among other functions, to promote private investment in public works infrastructure and public services, as well as assets, projects, companies and entities of the State, in accordance with the Applicable Laws and Provisions.

4.6 Authorized Agents They are the natural persons designated by the Stakeholder or Bidder so that in their name and representation they perform the acts of the tender that is so required.

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4.7 Governmental Authority

It is any entity or body of the State of the Republic of Peru that according to the Applicable Laws and Provisions exercises executive, legislative or judicial powers.

4.8 Bid Terms This document, including its Annexes, Appendices, Forms and Circulars issued by the Project Manager, setting the terms under which the tender will be developed.

4.9 Letter of Guarantee It is the guarantee of civil nature issued by one of the Financial Institutions, in support of the obligations that are established in the bid terms.

4.10 Circular The communications issued in writing by the Project Manager whether they are of specific or general effects, with the purpose of completing, clarifying, interpreting, specifying or modifying the content of the bid terms, another Circular or absolving consultations made by those who are authorized to do so. These Circulars will be an integral part of the bid terms. They may also be issued to communicate to stakeholders, bidders, prequalified bidders and qualified bidders information related to the process, with prior approval of the Project Manager.

4.11 Committee It is the Committee of ProInversion in Projects of Infrastructure and Social Public Services, Mining, Sanitation, Irrigation and Agrarian Affairs - PRO DESARROLLO, whose members were designated by Supreme Resolutions No. 021-2013-EF, Nº 027-2015-EF and Nº 003-2017-EF.

4.12 Mining Concession Set of rights and obligations granted by the State to the owner for the exploration and exploitation of the mineral resources granted.

4.13 Tender It is the International Public Tender for the promotion of private investment of the Copper Deposits of Michiquillay Project. It is the selection process regulated by these bid terms for granting the bid award.

4.14 Board of Directors It is the maximum governing body of ProInversión. Within its functions is to approve the main milestones of the tender and their respective substantial modifications.

4.15 Consortium It is the grouping of two or more legal entities that has been formed, or that has a formal promise to be formed, with the purpose of participating as a Bidder in this tender.

4.16 Contract It is the document, including the annexes, appendices and any other document that is integrated to it, signed between AMSAC and the Awardee, with the intervention of ProInversión, through which the obligations and rights between the parties are governed to develop the Project.

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4.17 Effective Control Is the situation by which a natural or legal person bears or is subject to the control of another legal person, or subject to common control of it, in any of the following cases:

a. It has more than fifty percent (50%) of the voting power at the general meeting of shareholders or partners, through direct ownership of the shares representing the capital stock or indirectly through usufruct contract, pledge, trust, syndication and similar or any other legal act.

b. Directly or indirectly, it has the power to designate or remove the majority of

the members of the board or equivalent body, which allows it to control or exercise the majority of votes in the board or equivalent sessions, or to govern the operational policies or financial under a regulation or contract whatever is its modality.

c. By any other mechanism or circumstance (contractual or otherwise), it

controls the power of decision in the other company in an effective way.

In addition to the above, and whenever applicable for the purpose of determining effective control, account shall be taken of the provisions of the special rules on linkage and economic group approved by SBS Resolution No. 5780-2015-SBS, Resolution SMV No. 0019 -2015-SMV/01 and its amendments or regulations replacing them.

4.18 Call It is the announcement by which you are invited to participate in the tender in accordance with the provisions of the bid terms and the Applicable Laws and Provisions.

4.19 Schedule It is the chronological sequence of activities that will be developed during the tender and that are indicated in Annex 13.

4.20 Affidavit It is the document submitted by a Prequalified Bidder or Bidder, in the format provided in the bid terms, which affirms the truth of a fact, characteristic or condition, under oath, presuming true, unless proven otherwise, with the consequences that the Applicable Laws and Provisions establish.

4.21 Participation Fee It is the right that allows a national or foreign legal entity or Consortium to participate in the tender. It is acquired by paying the amount of Two Thousand Dollars (US $ 2,000.00), including the General Sales Tax (net of commissions and transfer expenses). The payment of the Participation Fee is non-refundable and is credited with the corresponding proof of payment.

4.22 Days

These are the working days, that is to say the days that are not Saturdays, Sundays or holidays, including those not working for the Public Administration in the national scope.

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All time references must be understood to be made at the time of Peru in the twenty-four (24) hour system.

4.23 Calendar Days They are every day, including Saturdays, Sundays and holidays.

4.24 Project Manager He is in charge of conducting the tender, as part of the Project Portfolio Management of ProInversión, and in accordance with the functions and attributions assigned in the bid terms.

4.25 Executive Director It is the highest executive authority of ProInversión, who supervises and decides on this tender, in accordance with the functions and attributions assigned in the bid terms.

4.26 Dollar or Dollar of the United States of America or US$ It is the currency or monetary sign of legal tender in the United States of America.

4.27 Affiliated Company A company will be considered affiliated with another company when the effective control of such companies is exercised by one parent company.

4.28 Parent Company It is that company that owns the Effective Control of another. Also considered in this definition is a company that has the Effective Control of a Parent Company, as defined above, and so on.

4.29 Subsidiary Company It is that company whose Effective Control is in the hands of a Parent Company. Also considered in this definition is a company whose Effective Control is in the hands of a Subsidiary Company, as it has been defined, and so on.

4.30 Related Company It is any Affiliated Company, Parent or Subsidiary and it is presumed the existence of a link in any of the following cases: a. When they are part of the same economic group. b. When a same guarantee supports the obligations of both, or when more than

50% of one of them are guaranteed by the other, and it is not a company from the financial system.

c. When more than 50% of the obligations of one legal person are credits of the other, and this other one is not company of the financial system.

d. When a legal person has, directly or indirectly, a participation in the capital stock of the other which allows to have presence in its board of directors.

e. When a third or more members of the board or managers of one of them are directors, managers or workers of the other.

In addition to the above, and whenever applicable for the purpose of determining the link, will be taken into account the provisions of the special rules on linkage and economic group approved by Resolution SBS No. 5780-2015-SBS, Resolution SMV No. 00019- 2015-SMV/01 and its amendments or norms that replace them.

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4.31 Financial Entity Are: a. Banking and insurance companies defined according to Law Nº 26702,

General Law of the Financial System and Insurance System and Organic of the Superintendence of Banking, Insurance and AFP.

b. Foreign Banks of first category referred in Annex 2. c. International financial entities, indicated in Annex 2.

4.32 Competence Factor It is the objective criterion on the basis of which will be formulated the Economic Proposals that will allow to select the Bidder of the tender and corresponds to the payment of the consideration to the State.

4.33 Closing Date It is the day and time that will be communicated by the Project Manager through Circular, in which the contract will be signed and the acts established in Section 22 will be carried out.

4.34 Guarantee of Validity, Effectiveness and Reliability of the Proposal It is the Letter of Guarantee or alternatively stand-by letter of credit, which must be jointly, unconditionally, irrevocably, without benefit of excussio, or division and automatically enforceable, the same that will submit the Prequalified Bidder in favor of ProInversión, to guarantee the validity , effectiveness and reliability of its Proposal and the fulfillment of the obligations foreseen for the Closing Date, according to the model that is attached as Form of Annex 7. The Project Manager may provide for the mandatory extension of this Guarantee, and the Prequalified Bidder shall renew it for the periods that are available for that purpose.

4.35 Stakeholder Is the legal person (national or foreign) or Consortium who acquires the Right of Participation and subscribes the Confidentiality Agreement.

4.38 General Sales Tax - IGV It is the General Sales Tax, referred to in Supreme Decree No. 055-99-EF, Single Consolidated Text of the General Sales Tax Law and Excise Tax, or the rules that replace or modify it, as well as the Municipal Promotion Tax, referred to in Supreme Decree No. 156-2004-EF, Single Consolidated Text of the Municipal Taxation Law, or rules that replace or modify it.

4.36 Applicable Laws and Provisions It is the set of legal provisions that regulate directly or indirectly the bid terms and the contract, including the Political Constitution of Peru, the laws, the norms with the rank of law, the supreme decrees, the regulations, directives and resolutions, as well as any other dispositions which in accordance with the legal system of the Republic of Peru, is applicable, which will be mandatory for the bid terms and the contract.

4.37 Bidder It is the Interested participant in the tender, through the presentation of Envelope Nº 1 for its prequalification.

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4.38 Qualified Bidder It is the Prequalified Bidder, who has submitted Envelopes Nos. 2 and 3, and whose documentation, duly presented through Envelope No. 2, has complied with the requirements set forth in the bid terms, and is authorized for the opening of Envelope No. 3 .

4.39 Prequalified Bidder It is the Bidder whose documentation, duly presented through Envelope No. 1, has complied with the requirements set forth in the bid terms, being thus accepted and expressly declared by the Project Manager.

4.40 Proposal Is the documentation that Prequalified Bidders must submit, referred to Envelopes N° 2 and 3.

4.41 Project Is the Copper Deposits of Michiquillay Project located in the district of La Encañada, province and department of Cajamarca, composed by 18 mining concessions, in a total area of 4 050 ha, according to Section 6.

4.42 Legal Representative It is (are) the natural person(s) designated as such by the Bidder, with sufficient capacity to bind its represented, in accordance with the provisions of the bid terms.

4.43 Data Room It is the set of referential documents related to the tender and will be made available to stakeholders and Bidders for the preparation of their proposal, under the conditions and limitations contained in the bid terms.

4.44 Envelopes Makes reference jointly to Envelopes Nº 1, 2 and 3.

4.45 Envelope N° 1 (Prequalification) It is the documentation related to the existence, composition and financial, technical and legal capacities, that must be submitted by the stakeholders. The bid terms will establish their total content, form of presentation and the cases and deadlines in which it can be remedied.

4.46 Envelope N° 2 (Declarations, Contract and Guarantee) Is the documentation that the Prequalified Bidder must submit according to Section 17.

4.47 Envelope Nº 3 (Economic Proposal) It is the document that contains the economic proposal elaborated in accordance with the Competition Factor.

4.48 Sol or S/ Is the currency or monetary unit of legal tender in the Republic of Peru.

5 Legal Framework of Tender

7.1 Political Constitution of Peru.

7.2 Legislative Decree N° 295, Civil Code.

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7.3 Law N° 26887, General Corporate Law.

7.4 Supreme Decree Nº 014-92-EM, approves the TUO of the General Mining Law.

7.5 Legislative Decree Nº 674, Law of Promotion of Private Investment of State

Companies, its regulatory norms, complementaty and related.

7.6 Supreme Decree Nº 070-92-PCM, Regulation of the Law of Promotion of Private Investment of State Companies.

7.7 Supreme Decree Nº 027-2002-PCM, Merge varios entities related to the promotion

of private investment incorporating in the Executive Direction of FOPRI, that will be called Investment Promotion Agency.

7.8 Law N° 28660, Law that determines the legal nature of the Agency for promotion of Private Investment– ProInversión.

7.9 Legislative Decree Nº 1224, Legislative Decree of the Promotion framework of Promotion of Private Investment through Public Private Partnerships and Projects in Assets, and its amendments.

7.10 Supreme Decree Nº 410-2015-EF, Regulation of Legislative Decree Nº 1224, and

its amendments.

7.11 Supreme Decree N° 185-2017-EF, Regulation of Organization and Functions of ProInversión.

8 Project Assets The project consists of a deposit of the porphyry type of copper, with mineral content of copper (Cu), gold (Au) and molybdenum (Mo). The assets included in the Project, which will be transferred to the Awardee, will be as follows:

The ownership of 18 mining concessions located in Michiquillay, in the district of La Encañada.

CONCESSION Ha As RM Record

-LIMA CONCESSIÓN Ha As

RM Record -LIMA

1. Candelaria 96 14 114217 10. Encañada N° 8 10 12 114391

2. El niño 80 12 114229 11. Encañada N° 9 160 13 122351

3. Encañada N° 1 180 12 113245 12. Encañada N° 10 144 12 123449






9. Encañada N° 7 117 13 113281 18. Mavila 100 12 114223

AREA TOTAL 4,050 Ha

As: Entry, RM-LIMA Record: Record of Registry Office of Lima Headquarters

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The surface properties located in the District of la Encañada, registered in the Registry Office of Cajamarca:

PROPERTY HA. REGISTRATION RECORD

TOTAL AREA 4.8642

The existing information of the Project, which is listed in the Data Room.

Data Base The project has exploratory information of 12,642 samples of 53 drillings carried out during the years 2009-2012, which make a total of 36413.1 m. perforated. These belong to the drillings used by Anglo American in the "Michiquillay Mineral Resource Estimate for conceptual stage model 2012". In addition, the following drillings are as old data:

DRILLS TYPE PERFORATED

METERS OBSERVATIONS

139 Vertical 38,730 Perforated by ASARCO

4 Vertical 706 For clearing zone

16 Horizontal 1,894 Bottom mine– level

3,500

9 Powers of ProInversión

11.1 The Project Manager's role is to conduct the process of promoting the private

investment of the Project subject to these bid terms, in accordance with the functions and attributions assigned therein.

11.2 The mere presentation of information foreseen and/or requested by the Project

Manager for purposes of prequalification by a Bidder does not oblige the Project Manager to declare it as Prequalified Bidder, nor does the submission of a Proposal oblige the Project Manager to accept it.

11.3 The decisions of the Project Manager, Executive Director, Committee or the Steering Council, as the case may be, in relation to this tender are final, will not give rise to compensation of any kind and are not subject to administrative or judicial challenge, except as provided in Section 20. Consequently, by the sole participation in the tender,

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the persons that are included under the scope of these bid terms will refuse to file any appeal against such decisions.

12 Draft Contract

8.1 . The draft Contract will be published in the institutional portal of ProInversión and notified by Circular to the Bidders, who will be able to present their comments and/or suggestions within the period provided in the Schedule. The Project Manager will evaluate the advisability of including or not the suggestions made by the Bidders or Prequalified Bidders.

8.2 None of the terms and/or criteria contained in the draft contract shall in any way bind ProInversión or AMSAC.

8.3 The final version of the contract approved by the Board of Directors will be

published in the institutional portal of ProInversión, and notified by Circular to the Prequalified Bidders, according to the established provisions in the Schedule.

13 Schedule of Tender

The dates of activities of the Schedule are detailed in Annex 13. The Project Manager may modify the Schedule at any time, which will be communicated to the Stakeholders, Bidders, Prequalified Bidders and Qualified Bidders through Circular. Except in cases where it is expressly stated otherwise, the maximum deadline of the day for the presentation of documents in ProInversión intake desk, will expire at 17:00 hours in Lima - Peru.

14 Submission to the Bid Terms and Interpretation 10.1 The mere presentation of the documents required in the bid terms

implies full knowledge, acceptance and unconditional submission by the Bidder, Prequalified Bidder, Qualified Bidder or the Awardee, as applicable, to each of the procedures, obligations, conditions and rules without exception established in the bid terms.

10.2 These bid terms are legally binding on Bidders, Prequalified Bidders, Qualified Bidders or the Awardee, as well as their irrevocable and unconditional waiver to raise, before any authority or jurisdiction, any action, claim, demand or request for compensation against ProInversión, its advisers, or any other entity, body or official of the State of the Republic of Peru for the exercise of the powers provided for in the bid terms and in the Applicable Laws and Provisions.

10.3 The terms and expressions used in the bid terms shall be interpreted in

their natural and obvious sense, unless they are specifically assigned another meaning in this document or its annexes, or inferred from the context thereof; and, in any case, according to the regulations in force in Peru. It will be

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considered, without admitting evidence to the contrary, that every participant in the tender knows the Applicable Laws and Provisions.

10.4 The titles of the chapters, sections, forms and annexes of the bid terms

are used exclusively for indicative purposes and will not affect the interpretation of their contents.

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15 Authorized Agents and Legal Representatives 15.1 Authorized Agents

11.1.1 Stakeholders shall designate, by simple letter, a maximum of

two natural persons as their Authorized Agents, with a common domicile, if they are two, in the cities of Lima or Callao, who may act individually or jointly, at the discretion of the stakeholders. In conjunction with the designation, the following information must be provided: address, telephone number and e-mail address.

11.1.2 Authorized Agents, in addition to others expressly contained in

the bid terms, shall have the following powers:

a. Represent the Stakeholder, Bidder, Prequalified Bidder, Qualified Bidder or Awardee before ProInversión, the Project Manager and the advisors; AMSAC and its advisors, about all the affairs that are not exclusive competence of the Legal Representative according to Section 11.2.

b. Respond, on behalf of the Stakeholder, Bidder, Prequalified Bidder, Qualified Bidder or Awardee and with binding effect to its principal, all questions that the Project Manager formulates.

b. Receive Circulars,

c. Request information to the Project Manager and use the Data Room.

d. Subscribe the Confidentiality Agreement referred in Section 13.2.

11.1.3 Stakeholders, Bidders, Prequalified Bidders and Qualified

Bidders, prior written communication addressed to the Project Manager and complying with the same requirements, may replace any or all Authorized Agents, which shall take effect on the following Day of the date on which the communication, is received by the Project Manager.

15.2 Legal Representatives

11.2.1 Stakeholders, Bidders, Prequalified Bidders and Qualified Bidders may only designate up to two Common Legal Representatives to represent them jointly or individually, in accordance with the provisions of this section. In conjunction with the designation, the following information must be provided: Address, telephone number and e-mail address.

11.2.2 The powers granted to each one of the Legal Representatives

shall be sufficiently broad that any of them, jointly or individually, may sign, in the name and in representation of their principal, all documents required by the bid terms, including , specifically, the power to initiate the challenging procedures provided for in the bid terms, sign the proposals and, if applicable, the contract.

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11.2.3 The documents submitted in Envelopes Nº 1, Nº 2 and Nº 3 and, in general, all documents that a Bidder, Prequalified Bidder and Qualified Bidder submit with relation to the tender, must be signed or endorsed by their legal representative, as appropriate, who shall be duly empowered for that effect, according to the provisions set forth in this section.

11.2.4 The power by which the Legal Representatives are appointed must contain the corresponding powers of representation, which may be general or special power. It will be submitted in Envelope No. 1.

11.2.4 In case of substitution of the Legal Representative, this will take effect from the day following the date on which the Project Manager receives the documents that duly accredit said appointment.

11.2.4 The power granted outside Peru appointing a Legal Representative should

be:

a. Duly extended or legalized before the Peruvian consulate that is competent, and a simple translation must be attached to Spanish if it has been issued in a different language.

b. Endorsed by the Ministry of Foreign Affairs of Peru or,

c. Apostilled, if the Bidder or its members come from a country signatory to

the "Agreement Suppression of the Requirement of Legalization of Foreign Public Documents" adopted on 5 October 1961 in the City of The Hague, Kingdom of the Netherlands, approved through Legislative Resolution No. 29445 and ratified by Supreme Decree No. 086-2009-RE ("Apostille of the Hague").

11.2.5 Powers granted in Peru must be recorded by public deed or in a notary

certified copy of the minutes of the corresponding corporate body for which they are granted.

11.2.6 In no case shall it be required that, at the time of its presentation, the powers of the Legal Representative are registered in the Public Registry.

16 Consultations and Circulars

12.1 Consultations

12.1.1 On the dates indicated in the Schedule, Stakeholders, Bidders, Prequalified Bidders and Qualified Bidders, through their Authorized Agents and/or Legal Representatives, may make strict consultations regarding the bid terms or comments or suggestions to the Draft Contract .

Consultations and suggestions shall be made in writing and in Spanish, and shall be addressed to:

Copper Deposits of Michiquillay Project ProInversión

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Av. Enrique Canaval Moreyra Nº 150, Piso 8 – San Isidro-Lima -Perú Telephones: 2001200 extension 1366 E-mail: [email protected]

12.1.1 The replies of the Project Manager to the consultations made to the bid terms shall be communicated through Circular to all Stakeholders, Bidders and Prequalified Bidders, as the case may be, without indicating the name of the person who made the consultation.

12.1.2 The Project Manager will not be obliged to reply the consultations to the bid terms that do not have any relation with the tender.

12.1.3 The Project Manager shall not be obliged to accept or reply the suggestions of Stakeholders, Bidders and Prequalified Bidders to the draft contract.

12.2 Circulars

12.2.1 The Project Manager may, at any time, if he deems it necessary, clarify, specify, modify and/or complement the bid terms and issue a Circular for this purpose, which will be addressed to the Legal Representative (s) or to the Authorized Agent (s). All circulars issued will be published in the institutional portal of ProInversión. 12.2.1 The Circulars issued by the Project Manager shall form an integral part of the bid terms; consequently shall be legally binding for all Stakeholders, Bidders, Prequalified Bidders and Qualified Bidders.

12.2.1 Circulars must be notified, according to the provisions of Annex 1.

12.2.2 After expiration of the term for prequalification of Bidders, Circulars shall only be notified to Prequalified Bidders, and after submission of Envelopes Nº 2 and 3, only to Qualified Bidders.

12.2.3 All communications addressed to the Stakeholder, Bidder, Prequalified

Bidder or Qualified Bidder may be made to any of the Authorized Agents or Legal Representatives through some of the following alternatives:

a. By courier, in which case the communication will be received on the

date of delivery, being understood as well made and effective any communication made at the common address indicated by the Authorized Agents referred to in Section 11.2.1.

b. By e-mail to the electronic address indicated in Annex 1.

The Stakeholder, Bidder, Prequalified Bidder or Qualified Bidder accepts as received the communications sent by electronic mail, with confirmation of sending, and therefore it is understood that, by the mere fact of presenting the documents referred to in Annex 1, it grants the Project Manager express consent to make electronic communications from the institutional mail account.

mailto:[email protected]

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Additionally to the selected alternative, Circulars will be published in the institutional portal of ProInversión.

17 Access to Information: Data Room

13.1 Access to Virtual Data Room

a. Stakeholders, Bidders, Prequalified Bidders, Qualified Bidders or the Awardee

shall, until the date indicated in the Schedule, have access to the information relating to the Copper Deposits of Michiquillay Project that will be available for consultation in the Data Room.

b. Stakeholders, Bidders, Prequalified Bidders, Qualified Bidders or Awardee,

through written communication sent to the Project Manager by any of its Authorized Agents or Legal Representative, will indicate the name of the persons who will have access to the Data Room.

13.2 Confidentiality Agreement

The Authorized Agent(s) or the Legal Representative(s) shall sign the Confidentiality Agreement included in Annex 9, in order to have access to the Data Room.

13.3 Content of Information of Data Room The information of Data Room is indicated in Annex 10.

13.4 Interview request and visits to project área Any stakeholder or bidder, through Authorized Agents and/or Legal Representatives, as the case may be, shall have the right to request interviews with the Project Manager until the day before the expiration of the deadline for the delivery of Envelope No. 1 and , in the case of Prequalified Bidders, may do so until one day before the submission of Envelopes No. 2 and No. 3. Likewise, he may request the organization of visits to the project area.

18 Submission of Envelopes N° 1, N° 2 and N° 3

14.1 General Considerations

a. Unless expressly stated otherwise, all documents must be submitted in

Spanish or accompanied by a simple translation into the Spanish language. If there is a discrepancy between texts in both languages, the text in Spanish will prevail.

b. All the documentation presented in the Envelopes must be perfectly legible

and must be clearly folded, correlatively and initialed on each page by the Legal Representative (s). Also, an index containing the detailed list of all the documents included in each Envelope, with the exception of Envelope No. 3, must be included.

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c. In case of any discrepancy between a figure expressed in numbers and letters, the figure expressed in letters shall prevail.

d. Envelopes Nos. 1, 2 and 3 may only be presented personally by one of the Authorized Agents or by the Legal Representative (s). Documents sent by post, facsimile or any other type of communication will not be accepted or received.

e. The Envelopes must be presented closed and labeled on the front with the

name of the Bidder.

f. Envelopes Nos. 1 and 2, shall be submitted in three (3) sets in single copies. Envelope N ° 1 will contain the power of the Legal Representative (s) in original or legalized copy, as established in Section 15.

g. Envelope Nº 3, must be submitted only in original.

h. The Stakeholder or Bidder shall bear all costs or expenses, direct or

indirect, incurred in connection with the preparation and presentation of Envelopes Nos. 1, 2 and 3, as the case may be. The State or any of its dependencies, including ProInversión, its consultants and/or advisers, will not be responsible in any case for such costs or expenses, whatever the result of the tender, or if the same was suspended or canceled.

i. In case any Prequalified Bidder does not submit any of the documents

required for Envelope No. 2, said Bidder will be disqualified from the tender.

14.2 Submission of Envelope Nº 1 The presentation of Envelope Nº 1, will be carried out before the Project Manager or before whom he designates, in the presence of Notary, within the deadlines indicated in the Schedule.

14.3 Submission of Envelopes Nº 2 and Nº 3

The presentation of the Envelopes N ° 2 and N ° 3, by the Prequalified Bidders, will be carried out in a public act before the Executive Director or to whom it appoints and the Committee or before one or more of its members that it designates, in the presence of a Notary, on the date, time and place indicated by Circular.

19 Content of Envelope Nº 1 (Credentials)

Envelope N° 1 must contain the following documentation:

15.1 Legal Requirements

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15.1.1 Simple copy of the current Statute or equivalent instrument issued by the competent authority in the Bidder's country of origin, or in the case of a Consortium, of each of its members.

15.1.2 Affidavit, proving the existence and validity of the legal entity,

according to Form 1 of Annex 4.

15.1.3 In the case of a Consortium, the Bidder must submit an Affidavit, confirming its existence, validity and solidarity with respect to the obligations assumed in the tender, according to Form 2 of Annex 4.

15.1.4 Affidavit, signed by the Bidder's Legal Representative, indicating

the percentage of participation that corresponds to each of its shareholders or partners, according to Form 3 of Annex 4. In the case of Consortia, such information will also be required in respect of of each of its members, according to Form 4 of Annex 4.

15.1.5 Simple copy of the proof of payment of the Participation Rights

issued in the name of the Stakeholder or one of the members of the Consortium. Alternatively, will be submitted an Affidavit according to Form 5 of Exhibit 4, which explains the form of acquisition of the Participation Rights, whether through a Related Company to the Stakeholder or one of its shareholders or partners, or through an assignment of rights, in which case also attach the communication by means of which the transfer to his favor must be credited.

15.1.6 Legalized copy of the minutes in which the power of the legal

representative or original or certified copy of the testimony of public deed of the power is recorded. In the case of a Consortium, you must submit a certified copy of the minutes stating the powers of the legal representatives of each of its members or original or certified copy of the testimony of public deed of power.

In both cases, an Affidavit must be attached, stating that the mentioned power (s) is in force.

15.1.7 Affidavit according to Form 6 of Annex 4.

15.1.8 Affidavit expressing that the Bidder waives to invoke or exercise

any diplomatic or other privilege or immunity, or claim through the diplomatic channel and any claim that may be invoked by or against the State or any of its dependencies, including ProInversión, its consultants and/or advisers, under Peruvian law or under any other legislation with respect to its obligations derived from the bid terms, of the Economic Proposal.

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This affidavit must be submitted according to Form 7 or Form 8 of Annex 4 according to the following:

a. Form 7 of Annex 4 by that Bidder who does not have its stock listed

on stock exchanges. In the case of a Consortium, it will be presented only by those members of the Consortium who are not listed on stock exchanges.

b. Form 7 of Annex 4 by that Bidder who has its stock listed on stock

exchanges. In the case of a Consortium, it shall be presented only by those members of the Consortium who have listed their shares on stock exchanges.

If it is a Consortium made up of listed and unlisted companies in stock exchanges, it will be necessary to submit both forms, as established above.

15.1.9 Affidavit, pursuant to Form 9 of Annex 4 duly subscribed by the Legal Representative of the Stakeholder, stating that the counselors of the Bidder have not directly rendered any kind of services in favor of ProInversión, whether full time, part-time or occasional type, in relation to the present process of promotion of private investment, in the last year computed at the prequalification date.

15.1.10 Affidavit by which the Bidder declares that it does not

hold direct or indirect participation in any other Bidder according to Form 10 or Form 11 of Annex 4 according to the following:

a. Form 10 of Annex 4 for that Bidder who does not have listed their

shares in stock exchanges. In case of Consortium, will be only submitted by those members of Consortium who do not have listed their shares in stock exchanges.

b. Form 11 of Annex 4 for that Bidder who have listed his shares in stock exchanges. In case of Consortium, will be only submitted by those members of Consortium who do have listed their shares in stock exchanges.

For the case a Consortium composed by companies listed and not listed in stock exchanges, shall correspond to submit both forms, according indications made above.

15.1.11 Affidavit according to Form 12 of Annex 4 of commitment to constitute a

legal person in Peru for purposes of subscription of the contract, which can adopt any of the corporate modalities regulated by the General Corporate Law, submitted by the Bidder and each one of its members, in case of being a Consortium.

Without prejudice of it, the qualified member must have mínimum a shareholding of fifty one per cent (51%) in the legal person to be incorporated for purposes of the subscription of the contract.

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15.2 Technical and financial requirements

15.2.1 The Bidder must credit the following requirements:

a) That he is currently in mining operation; b) An income per mining activity of mínimum US$400 million at the close

of the last annual fiscal year immediately prior to the date on which Envelope No. 1 is submitted; and

c) A mínimum net equity of US$600 million at the close of the last annual fiscal year immediatly prior to the date on which Envelope No. 1 is submitted.

15.2.2 The accreditations indicated in the preceding section may be

made under any of the following options:

a. Through the Bidder, or any of the members, in case of Consortium.

b. Through a Subsidiary Company or Parent Company of the Bidder or any of its members in case of Consortium.

15.2.3 For the accreditation of the requirements indicated in the preceding

Section 15.2.1, must submit the three (3) las annual memories available, including the respective audited financial statements, and Form of Annex 5.

15.2.4 Any person who accredits the requirements indicated in Section

15.2.1 above, may submit to the tender only with a Bidder. This impediment reaches its Related Companies.

20 Submission, Assessment and Prequalification of Envelope N° 1

16.1 Submission

a. The Stakeholders shall submit their Envelope Nº 1 prior appointment, within the term indicated in the Schedule.

b. The Project Manager will receive Envelope Nº 1 and will be opened in

presence of a Notary. A minutes will be written that will record the presentation of the corresponding Bidder, the receipt of the documents contained in Envelope No. 1 and the number of pages.

c. In case any of the documents requested in Envelope Nº 1 is missing, it will be returned and may be submitted again according to indications made in the preceding paragraphs, recording it in the minutes indicated in the previous paragraph.

d. After the opening act of Envelope Nº 1, any information related to the prequalification of the same will be provided to the Bidder, until the decision of the Project Manager has been brought to the attention of said Bidder.

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16.2 Assessment

a. In the event that the existence of correctable errors in the judgment of the Project Manager is found, the Project Manager will request in writing to the Bidder to remedy, granting the corresponding period according to the Schedule, under the warning of being excluded from the prequalification.

b. The corresponding answers will be made in writing, according to the provisions of the previous paragraph.

c. Additionally, in order to facilitate the examination, verification and comparison of data and requirements, the Project Manager may request to any Bidder to clarify the information contained in Envelope Nº 1, without implying any modification to its content. The clarifying request and the corresponding reply will be made in writing, according to the provisions set forth in the previous paragraph.

16.3 Prequalification

a. Within the maximum period indicated in the Schedule, the Project Manager

will issue his pronouncement, determining the Prequalified Bidders to participate in the following stages of the tender, which will be communicated to each Bidder in writing.

b. Any Prequalified Bidder may form a Consortium up to the date set forth in the Schedule. Likewise, in that period, Prequalified Bidders as Consortium, may make changes in their composition. In either case, they may associate with other Prequalified Bidders or with third parties. The new Consortium within the period provided in the Schedule, must meet the prequalification requirements by submitting the documents required by the bid terms. The changes must be submitted to the Project Manager within the indicated period, who reserves the right to accept these changes.

c. In the event that a member of a Prequalified Bidder as a Consortium decides

to withdraw from it, the Prequalified Bidder must notify the Project Manager, within the term to consortium established in the Schedule. For this purpose, the Prequalified Bidder must submit another legal entity to replace it, only to the extent that the members who remain in the Prequalified Bidder do not meet the prequalification requirements; if the Prequalified Bidder submits the case to the new Project Manager, for its assessment, within the aforementioned period, in case the Prequalified Bidder does not present the new member, its prequalification shall be without effect for the Contest, which will be communicated by the Project Manager.

d. The decision of the Project Manager regarding the prequalification shall be

final and shall not be open to challenge. 21 Content of Envelope Nº 2. (Declarations, Contract and Guarantee)

Envelope N° 2 must contain the following:

17.1 Affidavits

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a. Affidavit (Form 1 of Annex 6) whereby it should be indicated that any information submitted in Envelope Nº 1 remains in force on the date and shall be like that until the Closing Date.

b. Affidavit whereby the Prequalified Bidder certifies that he knows the bid terms

and Circulars; that he accepts the final version of the contract that will be delivered on the date indicated in the Schedule and that he is committed that in case of being the Awardee, the Contract will be signed by the Legal Representative.

This document must be delivered according to Form 2 of Annex 6, in case the Prequalified Bidder has not listed his shares in a stock exchange, or according to Form 3 of Annex 6, in case the Prequalified Bidder has listed his shares in a stock exchange.

17.2 Contract

A copy of the final version of the contract, endorsed in each of its pages by the Legal Representative (s) in sign of acceptance of the terms and conditions of the same.

17.3 Guarantee of Validity, Effectiveness and Reliability of the Proposal.

In the case of omission of any of the documents detailed above, it will be given not to have submitted the Envelope No. 2. Only the correction of errors or defects, of a non-substantial nature, will proceed. It should be noted that the Guarantee of Validity, Effectiveness and Reliability of the Proposal can not be corrected.

22 Content of Envelope Nº 3 (Economic Proposal) 18.1 The economic proposal shall be presented in writing in accordance with Form of

Annex 11, and shall be valid for at least one hundred and twenty (120) calendar days subsequent to the date of presentation of Envelopes N ° 2 and N ° 3. Economic Proposals that have a validity shorter than the required shall not be accepted. The Project Manager may provide for the mandatory extension of the Economic Proposals. 18.2 The economic proposal will be integrant part of the contract with binding character.

18.3 For purposes of this tender, the submission of Envelope N° 3 contains an

irrevocable economic proposal, with submission of the Prequalified Bidder who presents it, without exception, to all the terms and conditions of the contract.

23 Submission of Envelope Nº 2 and Nº 3 and Bid Award

19.1 The Envelopes Nº 2 and Nº 3 of the Prequalified Bidders shall be presented in a public act before the Executive Director or his designee and the Committee or one or more of its members that it designates, in the presence of a Notary, in the place, day and time provided in the Schedule. Notwithstanding this, the Executive Director may grant thirty (30) minutes of tolerance for presentation.

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19.2 Then the Executive Director shall invite each one of the Prequalified Biddrs to submit their Envelopes N° 2 and N° 3.

19.3 Envelopes N° 2 and N° 3 will be delivered by each Prequalified Bidder to the

Notary, who shall verify that the envelopes are closed and that the copies required in the bid terms have been delivered. The Notary shall separate Envelopes N° 3 and shall put them in the amphora intended for it.

19.4 Then, the Notary shall open Envelopes N° 2 of each Prequalified Bidder, shall sign

and seal all the pages of documents contained therein and shall deliver them to the Project Manager.

19.5 The Project Director shall verify the existence and conformity of the documents

requested in Envelope No. 2; and in case of finding according to the documents of all Prequalified Bidders, the Notary will proceed to the opening of Envelopes No. 3 of the Qualified Bidders, will verify its contents and will deliver it to the Project Manager, for the respective revision. 19.6. Economic Proposal that offer lower figures than that established as

Competence Factor, will be considered as not valid Economic Proposals and will be disqualified of the tender, returning the respective guarantees to the Prequalified Bidders that correspond.

19.7. The Economic Proposal that is presented in conditioned form will be considered invalid.

19.8. The Executive Director will read the economic proposals of Qualified Bidders; and

based on these offers, will determine the order of merits of the tender, ordering it from highest to lowest.

19.9. In the event of a tie in the first place, a maximum term of one (1) hour will be

granted for the Qualified Bidders who have tied, to present a new Economic Proposal, according to Annex 11, which should be better than initially presented, otherwise it will be considered as an invalid proposal. In the case of new ties, the same procedure will be reapplied under the same conditions. In the event that the Qualified Bidders do not submit a new Economic Proposal, or if it is not valid, the Economic Proposal previously presented will be considered valid.

19.10. The Executive Director, after consulting the Committee, shall grant the award

to the Qualified Bidder who holds the first place in the order of merit. Subsequently, a minutes will be written and signed by the Executive Director, the Committee or its representative(s), the Notary, the Awardee and other Qualified Bidders who wish to do so.

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19.11. In the event of omission of any of the documents detailed in Section 17, the Executive Director shall consider said envelope No. 2. as not submitted. If there are errors or defects of a non-substantial nature in the documents of Envelope No. 2, the Executive Director with the prior opinion of the Committee, shall notify the corresponding Prequalified Bidders of the defects found in said documents, and the act shall be suspended, and the Notary shall keep Envelopes No. 3 up to the date indicated in the Schedule. It should be noted that the Guarantee of Validity, Effectiveness and Reliability of the Proposal can not be corrected.

19.12. A minutes shall be written and signed by the Executive Director, the

Committee, or its representative(s), Notary and Prequalified and Qualified Bidders wishing to do so. The latter may also, if they wish, subscribe in the envelope of the Envelopes No. 3 of the other Prequalified Bidders. The subscription or not of the minutes does not constitute, extinguish or modify any right of the Bidders.

19.13. Prequalified Bidders must correct the observations within twenty four (24)

hours, under the warning of being excluded from the tender. 19.14. Once the act is resumed, it shall proceed according to Sections 19.5 to 19.10.

19.15. The decision of the Executive Director about the results of the assessment of

Envelopes Nº 2 has final character and shall not give rise to any claim or challenge by the Prequalified Bidders.

20. Challenge of Award

20.1 Procedure

a. Any Qualified Bidder that has submitted a valid Economic Proposal may file an appeal to the Executive Director only against the results of the Granting of the Award. Such a challenge shall be obligatorily stated as an observation in the opening act of Envelope No. 3, and be duly substantiated in writing within a maximum period of eight (8) days following the granting of the award. The Executive Director shall resolve said challenge within a maximum period of ten (10) days, counted from the following day of presentation of the challenge. b. Against the resolution of the Executive Director, the affected Qualified Bidder may file an appeal with the ProInversión Board of Directors within the three (3) days following the charge of its receipt. The appeal may also be filed against the fictitious resolution of denial of challenge in the event that, after the expiration of ten (10) days for the Executive Director to resolve the challenge presented, it would not have issued the corresponding resolution. In the latter case, the deadline for filing the appeal shall be calculated from the day following the expiration of the ten (10) day period. c. The appeal filed against the express or fictitious resolution of the Executive Director shall be resolved by the Steering Council of ProInversión within the term of thirty (30) days counted from its interposition. The resolution in the second and final instance will be final and unappealable.

d. Any expense, that mishg result from the challenge process of the granting of

the award, will be to the account of the Qualified Bidder.

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20.2 Guarantees

a. No challenge shall be considered validly interposed and shall have no effect unless, within three (3) days following the date of the granting of the award, the disputing Qualified Bidder submits to the Project Manager a joint and several letter of guarantee, irrevocable, unconditional, without benefit of excussio, or division and automatically enforceable according to the Form of Annex 8, in favor of ProInversión. The validity of the impugnation guarantee referred to in this paragraph shall be from the day that said guarantee is presented until sixty (60) days after said date

b. Such a guarantee of challenge will be executed by ProInversión, in

case the corresponding resolution declares unfounded or improper the appeal filed by the Qualified Bidder; likewise, in case that against said resolution, the Qualified Bidder does not present the respective appeal of the aforementioned, the granting of the award will be consented granted by the Executive Director.

c. In case the challenge or appeal filed is declared to be well founded,

the challenge guarantee will be returned to the respective Qualified Bidder, not generating interest in its favor. The validity of the impugnation guarantee referred to in this section will be from the day that said guarantee is presented until sixty (60) days after that date.

21. Tender Declared Null and Void

The Executive Director, with prior opinion of the Committee, shall declare the tender null and void in any of the following cases:

a. If in the act of delivery and reception of the Envelopes N° 2 and N ° 3 there were no Prequalified Bidders; or b.If at least two (2) Envelopes N ° 2 have not been declared eligible; or c. If at least two (2) valid Economic Proposals have not been received.

In the aforementioned cases, ProInversión may call a new tender on a new date.

22. Closing Date

The Closing Date will be made before the Executive Director and the Committee or its representatives in presence of a Notary, according to the Schedule and as indicated in the corresponding Circular. In the event of failure to sign the contract on this date due to causes attributable to the Awardee, the Executive Director reserves the right to revoke the granting of the award, in which case the Guarantee of Validity, Effectiveness and Reliability of the Proposal will be executed. In the latter case, the Executive Director may grant the award to the Qualified Bidder who would have occupied the next place in the Order of Merits or, alternatively, declare the tender null and void, as it deems pertinent

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Contract Costs All costs and expenses, including notary, registration, taxes, duties, fees and charges, among others, resulting from the signing of the contract, will be borne by the Awardee. On the Closing Date, the Awardee must submit the following documentation: a. Affidavit whereby is credited that on the Closing Date, all the information submitted in

Envelopes Nº 1 and Nº 2 remain in force and is reliable, according to the Form of Annex 12.

b. Documentation proving the registration in the corresponding Registry Office of the Statute of the legal entity that will sign the contract, which must have been constituted in Peru, with the same members in case of a Consortium and respecting the minimum participation of the member who accredited the requirements of prequalification, to which the bid terms refer. The minimum subscribed capital stock, its form of integration and opportunity shall be made in accordance with the terms and conditions set forth in the contract.

c.Registration in the corresponding Registry Office, of powers of the Legal Representative of the legal person who shall subscribe the contract.

d.Guarantee of Faithful Performance of the Contract, according to the model considered in the contract.

e.Regarding the company and members of the Consortium, as the case may be, the proof of not being disabled to participate in selection processes or to contract with the State issued by the Supervisor Entity of State Contracting -OSCE and have not ceased to be a party for breach of any Public Private Partnership contract or asset transfer.

In case it is determined the existence of falsehood in the information reached, the Granting of the Award will be revoked, proceeding to execute the Guarantee of Validity, Effectiveness and Reliability of the Proposal.

23. Execution of the Guarantee of Validity, Effectiveness and Reliability of the

Proposal

a. If the Awardee fails to fulfill any of its obligations foreseen on the Closing Date for reasons attributable to it, ProInversión will execute the Guarantee of Validity, Effectiveness and Reliability of Proposal without prior notice to the Awardee.

b. In such a case, the Executive Director shall have the authority, but

not the obligation, to accept the proposal of the Qualified Bidder who submitted the second best bid according to the order of priority.

c. If the Executive Director, prior approval of the Committee, chooses to

accept the second best offer in the Economic Proposal, it shall notify the Qualified Bidder holding such proposal of its decision to declare the new Awardee and, if applicable, request the extension of the validity of its Guarantee of Validity, Effectiveness and Reliability of the Economic Offer and its Economic Proposal for the term that it

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communicates to him, otherwise the Executive Director can execute this guarantee, canceling the tender.

d. The option chosen by the Executive Director will be communicated to the Qualified

Bidders through Circular.

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Annex 1: Affidavit Form (Notification of information) Stakeholder: ................................................................. We hereby, declare under oath the following: That, according to the provisions set forth in Article 20.4 of Law 27444, Law of General Administrative Procedure, we expressly accept that all notifications or communications (within them the Circulars), that is made within the framework of the process of promotion of private investment that regulates these bid terms, are notified, through the following e-mails: 1. ..................................................................

2. .................................................................. That I undertake, during the process of promoting private investment, to keep the two e-mail accounts active, otherwise it will be understood that there is no liability on the part of ProInversión.

Place and date: .............., ........ ..................... 201... Name, representative and signature of the company or companies, as appropriate, which will part of the Consortium. Name ............................................................. Legal Representative of Stakeholder Signature ............................................................

Legal Representative of Stakeholder

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Annex 2: Financial Entities Authorized to Issue the Guarantees Established in the Bid Terms

BANKING COMPANIES National banks authorized to issue letters of guarantee will be those that hold the minimum rating of CP-1, category 1, CLA-1 or EQL-1 for short-term obligations; Category A for financial strength; And AA category for long-term obligations. These classifications must be in force at the time of submission of the letters of guarantee and be granted by at least two risk classifiers recognized and accredited in Peru. INSURANCE COMPANIES National insurance companies authorized to issue letters of guarantee will be those authorized by the Superintendency of Banking, Insurance and AFP and that at the date of issuance of the letters of guarantee have a minimum rating of A, for financial strength. These classifications must be granted by at least two risk classifiers recognized and accredited in Peru. Foreign Banks of First Category: Foreign banks of the first category, included in the relationship approved by the Central Reserve Bank through Circular No. 021-2017-BCRP, published in the Official Gazette El Peruano on June 24, 2017, or the rule that modifies it or replaces it will be taken into account. Likewise, the branches and/or subsidiaries of the above-mentioned foreign banks will be taken into account. International Financial Entities:

Any international financial institution, with degree of investment, evaluated by an entity of recognized prestige at international level, authorized for international classification.

Any multilateral credit institution of which the State of the Republic of Peru is a member.

It should be noted that stand-by letters of credit from first-class foreign banks and international financial institutions must be confirmed by one of the national banking companies listed in this annex.

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Annex 3: Affidavit Form (Commitment of Reliable Information)

AFFIDAVIT

Bidder: ................................................................. We hereby, declare under oath the following: That all the information submitted in Envelopes N° 1, 2 and 3 is reliable and is in force. Place and date: .............., ........ ..................... 201... Name, representative and signature of the company or companies, as appropriate, that shall form part of the Consortium. Name .............................................................

Legal Representative of Bidder Signature ............................................................

Legal Representatie of Bidder

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______________________________________________________________________________IInternational Public Tender– Process of Promotion of Private Investment in the Michiquillay Project Page 37 of 78

Annex 4 - Form 1: Credentials for Qualification (Legal incorporated person)

AFFIDAVIT

Bidder: .................................................................................................. We hereby, declare under oath that ............................................................ (Name of

Bidder) is a duly incorporated legal person under the laws of ……………………………..

and is in force according to the legal principles applicable of the country of origin.

Place and date: ............, ....... ............................. 201... Name ........................................................... Legal Representative of Bidder Signature ............................................................

Legal Representative of Bidder

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Annex 4 - Form 2: Credentials for Qualification (Only for Consortia)

AFFIDAVIT Bidder: .................................................................................................. We hereby, declare under oath the following: That....................................................................................................... (Name of each one of members of the Consortium) have been associated through a Consortium to participate in the International Public Tender– Process of promotion of private investment of the Copper Deposits of Michiquillay Project. That......................................................................................................... (Name of each one of the members of the Consortium) are companies incorporated according to the legislation of …………………………, respectively, and keep their existence. That......................................................................................................... (Name of each one of the members of the Consortium) are jointly and indivisibly responsible before the Republic of Peru, ProInversión regarding all and each one of the obligations assumed and affidavits submitted by the Bidder in relation to the International Public Tender– Process of promotion of private investment of the Copper Deposits of Michiquillay Project. Place and date: ...................... , ....... .......................... 201... Name ............................................................


Legal Representative of Bidder Company ............................................... Name ................................................. Legal Representative of (Member 1) Signature ............................................................

Legal Representative of (Member 1) Company ............................................... Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Company ............................................... Name ...............................................

Legal Representative of (Member 3) Signature ................................................ Legal Representative of (Member 3)

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Annex 4 - Form 3: Credentials for Prequalification – Percentage of participation for

legal persons

AFFIDAVIT Bidder: .................................................................................................. We hereby declare under oath that the percentage of participation of each of our shareholders or partners is as follows:

Shareholders or partners Percentage of participation in the Bidder (only those with more than

5%)

1.

2.

3.

4.

5.

6.

...

N

TOTAL

Place and date: ........................, .......... .................... 201... Name ............................................. Legal Representative of Bidder Signature ............................................. Legal Representative of Bidder

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Annex 4 - Form 4: Credentials for Prequalification – Percentage of participation for

Consortia

AFFIDAVIT

Bidder: .................................................................................................. We hereby declare under oath that the percentage of participation of each of our members, and of our shareholders or partners, is as follows:

Member Percentage of participation in the

Bidder

1.

2.

3.

...

TOTAL

Shareholders or partners Percentage of participation in

Member 1 (only those with more than 5%)

1.

2.

...

TOTAL

(*) This table must be filled by each member of the Consortium.

Place and date: ........................, .......... .................... 201...

Name .............................................

Legal Representative of Bidder Signature ............................................. Legal Representative of Bidder

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Annex 4 – Form 5: Credentials for Prequalification – Link with the person who paid the Participation Fee

AFFIDAVIT

We hereby, declare under oath the following: That _______________________________ (Name of the person who submits Envelope N° 1 – Bidder), acquired the Participation Fee, through the ________________________________ (Name of the person who paid said right – Stakeholder), which is ___________________________________________ (as the case may be, put: one of our shareholders or partners or members, or a Related Company to us or to one of our shareholders or partners or members, or who transferred its Participation Right, through assignment of rights). Place and date: …..........., …..... ….................. 201… Entity …............................................

Stakeholder Name …..........................................................

Legal Representative of Stakeholder Signature ….........................................................

Legal Representative of Stakeholder

In case there is transfer of assignment of right, also the grantor must sign this declaration: Entity …............................................ Grantor Name ….......................................................... Legal Representative of Grantor Signature …......................................................... Legal Representative of Grantor (*) Note: in case the legal person who acquired the Participation Right is the same who submits Envelope N° 1, the submission of this Form shall not be required.

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Annex 4 - Form 6: Credentials for Prequalification – Declaration of not being disabled to contract

AFFIDAVIT

Bidder: .................................................................................................. We hereby, declare under oath that, [.......................................... (Name of Bidder)], [........................ (Members of Consortium)]:

a. We are not within the scope of Article 1366 of the Civil Code. b.We have no impediment (s) to contract with the State, according to what is established in Law No. 30225, Law on State Contracts, or standard that replaces it. c.. We are not involved in impediments established in the General Mining Law and by rules with the rank of law. d. We have not ceased to be a party for breach of any Public Private Partnership contract or asset transfer. We extend this statement to those who have exercised the Effective Control at the time of the resolution of the respective contract resolved.

Place and date: ....................., ....... .............. 201... Name .............................................................



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Annex 4 - Form 7: Credentials for Prequalification – Waiver of privileges and claims

appcliable to not listed corporations

AFFIDAVIT Bidder: .................................................................................................. We hereby, declare under oath that ....................................................... (name of Bidder), and its shareholders, partners or members and shareholders and partners of these latter, if this is the case, waive to the following: 1. To invoke or exercise any privilege or diplomativ immunity or of any other kind. 2. To file any claim through the diplomatic channel and any right of compensation or

other right in relation to any claim that may be initiated by or against the State or any of its dependencies, including ProInversión, its consultants and/or advisers, under Peruvian law or under any other legislation with respect to our obligations with respect to the bid terms, the Economic Proposal and the Contract.




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Annex 4 - Form 8: Credentials for Prequalification – Waiver to privileges and claims (applicable to corporations listed in stock exchanges)

AFFIDAVIT

Bidder: .................................................................................................. We hereby, declare under oath that ....................................................... (Name of Bidder), and its shareholders, partners or members, waive to the following: 1. To invoke or exercise any privilege or diplomatic immunity or of any other kind. 2. To file any claim through the diplomatic channel and any right of compensation or

other right in relation to any claim that may be initiated by or against the State or any of its dependencies, including ProInversión, its consultants and/or advisers, under Peruvian law or under any other legislation with respect to our obligations with regard to the Bid Terms, the Economic Proposal and the Contract.




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Annex 4 - Form 9: Credentials for Prequalification – Declaration of not having incompatibility

AFFIDAVIT Bidder: .................................................................................................. We hereby declare under oath that our advisors have not directly rendered any services in favor of ProInversión during the development of the present process of promotion to private investment, whether full time, part time or of an eventual type, in relation to the aforementioned process of promoting private investment, during the last year. Place and date: ...................., ....... ................ 201... Name ...........................................................



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Annex 4 - Form 10: Credentials for Prequalification - Independence among Bidders (applicable to corporations not listed in stock exchanges)

AFFIDAVIT

Bidder: .................................................................................................. We hereby, declare under oath that .............................................. (Name of Bidder), its

shareholders, partners or members, partners or shareholders of these latter, if it is the

case, do not have directly or indirectly participation in any other Bidder.

Place and date: ...................., ....... .................. 201... Name .............................................................

Legal Representative of Bidder Signature ...........................................................


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Annex 4 - Form 11: Credentials for Prequalification - Independence among Bidders

(applicable to corporation that are listed in stock exchanges)

AFFIDAVIT

Bidder: .................................................................................................. We hereby, declare under oath that …........................................... (name of Bidder), its

shareholders, partners or members, if it is the case, do not have directly or indirectly

participation in any other Bidder where they exercise the control of the administration or

any of its members in case of Consortium according to the provisions set forth in the

Regulation of Indirect Property, Linkage and Economic Groups, approved by Resolution

SMV Nº 00019-2015-SMV/01 and the regulations that modify or replace them.

Place and date: ...................., ....... .................. 201... Name .............................................................

Legal Representative of Bidder Signature ...........................................................


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Annex 4 - Form 12: Credentials for Prequalification Commitment of Incorporation (in case of Consortium)

AFFIDAVIT

Bidder: .................................................................................................. We hereby, declare under oath the following: That,................................................. (name of each one of the members of Consortium) have been associated through a Consortium to participate in this International Public Tender– Process of promotion of private investment of the Copper Depostis of Michiquillay Project. That, ………………………………..(those indicated in the previous section) have signed a Commitment to incorporate a legal person with domicile in the Republic of Peru and a capital stock according to the provisions set forth in the contract. The legal person to be incorporated will enter the contract. In all cases, each one of the members of the Consortium shall jointly assume the compliance of their responsibilities or obligations resulting from their participation in the tender, and from the subscription of the contract, if it is the case. Without prejudice of it, the member who have credited the prequalification requirements must have mínimum a shareholding of fifty one per cent (51%) in the legal person that will be incorporated for purposes of the subscription of the contract. That, if we become the Awardee, we are committed to deliver the corresponding Testimony of Public Deed of incorporation of the legal person with the corresponding evidence of its registration in the Registry Office, on the Closing Date indicated in the Schedule of the tender. In that sense, we know and accept that the breach of this commitment may be taken into account in order to leave without effect the granting of the award granted in our favor. Place and date: ........., ..... ......... 201...

Company ............................................... Name ..................................................

Legal Representative of (Member 1) Signature ............................................................ Legal Representative of (Member 1) Company ............................................... Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Company ............................................... Name ................................................

Legal Representative of (Member 3) Signature ................................................ Legal Representative of (Member 3)

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Annex 5: Form - Model of submission of information of Financial Requirements

AFFIDAVIT OF PREQUALIFICATION FINANCIAL REQUIREMENT

Lima, …...... ….................. 201… Messrs. Agency for Promotion of Private Investment– ProInversión Present.- Bidder : …...................................... ….................................. Ref.: International Public Tender

Process of Promotion of Private Investment of the “Copper Deposits of Michiquillay” Project

According to Section 15.3 of the Bid Terms, we hereby comply to submit the financial information of the Bidder, individually or consolidated [choose the corresponding option]. FINANCIAL REQUIREMENTS A. Net Equity of the Bidder (individually/consolidated) (See Notes 1 and 2)

NET EQUITY US$ [ ]

B. Net Equity of Bidder [in case of Consortium]

Member of Stakeholder Participation Percentage

Net Equity Note 1 Note 2

Note 1: Mark an “X” if the figure of Net Equity belongs to a Related Company and

additionally complete Section F. Note 2: In case of equities registered in a currency different from US$; Section E will be

used for its respective conversion.

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C. Income per mining activity of the Bidder (individually/consolidated) (See Notes 1

and 2)

INCOME PER MINING ACTIVITY US$ [ ]

D. Income per mining activity of Bidder [in case of Consortium]

Member of Stakeholder Participation Percentage

Income Note 1 Note 2

E. In its case, conversion of figures expressed in currency different from Dollar. (See Note 3)

Stakeholder or Member Figure (Original

Currency) Exchange rate

Figure (US$)

Note 3: The average rate of sale to be used will be the one published by the

Superintendency of Banking, Insurance and AFP on the next business day prior to the presentation of Envelope No. 1.

F. Explanation of the relation between the Bidder, the shareholder or member of

Bidder and its respective Parent Company or Subsidiary.

[In case the number of a shareholder or member corresponds to another person, the relationship that causes the company to be Subsidiary Company or Parent company of the Bidder, shareholder or member of the Bidder must be explained below].

Cordially yours, Signature ….................................... Name …..................................... Legal Representative of Bidder Entity …...................................... Bidder

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Annex 6 - Form 1: Validity of Information

AFFIDAVIT

Bidder: .................................................................................................. We hereby declare under oath that the information, declarations, certification and, in general, all documents presented in Envelope No. 1 remain in force as of the date and will remain in the same manner until the date of signing the contract. Place and date: ........., ..... ......... 201... Name .............................................................


Legal Representative of Bidder Company ............................................... Name ..................................................

Legal Representative of (Member 1) Signature ............................................................ Legal Representative of (Member 1) Company ............................................... Name ............................................................ Legal Representative of (Member n) Signature ................................................

Legal Representative of (Member n)

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Annex 6 - Form 2: Acceptance of Bid Terms and Contract – Applicable to Bidders and members of Consortia who have not listed their shares in stock exchanges

AFFIDAVIT

Bidder: .................................................................................................. In case the Bidder is a legal person, he must begin the declaration with the following text: By means of the present document, _______________________________ (Name of Bidder), as well as its shareholders (or partners, as the case may be), we declare under oath the following: In case the Bidder is in Consortium, he must begin the declaration with the following text: By means of the present document, _______________________________ (Name of Bidder); its members: ________________ and ________________ (Names of each one of the members of the Consortium); and shareholders (or partners, as the case may be) of the mentioned members, we declare under oath the following:

1° That we comply with all the provisions inherent in the tender and Granting of the Award; provisions established in Legislative Decree No. 1224, Legislative Decree of the Framework for the Promotion of Private Investment through Public Private Partnerships and Projects in Assets, its Regulations, approved by Supreme Decree No. 410-2015-EF and its amendments; the Bid Terms and their Circulars.

2° That we have examined and are in agreement with these Bid Terms, Contract and other antecedents and documents thereof, expressly accepting the obligations imposed by the compliance with the rules detailed in the Bid Terms and other regulations applicable to the contract, without any objection to formulate. Consequently, we release ProInversión, its officers, advisors and its consultants from any liability for any errors or omissions that such antecedents and documents may have.

3° That, in case of being the Awardee of the award, we promise that the contract witll be signed, according to indications made in Section 22 of the Bid Terms.

Place and date: ............, ....... ............................. 201... Name .............................................................



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Annex 6 - Form 3: Acceptance of the Bid Terms and Contract -

Applicable to Bidders and members of Consortia who have listed their shares in stock exchanges

AFFIDAVIT

Bidder: .................................................................................................. In case the Bidder is the legal entity that has its shares listed on stock exchanges, the declaration must be started with the following text: We hereby, ____________________ (Name of Bidder), declare under oath the following: In case of any of the members of the Consortium is the legal person that has its shares listed on stock exchanges, the declaration must be started with the following text: We hereby, _____________________ (Name of Bidder) and its members: _____________________ y ____________ (Name(s) of member(s) of Consortium), declare under oath the following:

1° That we comply with all the provisions inherent in the Tender and Award; Provisions established in Legislative Decree No. 1224, Legislative Decree of the Framework for the Promotion of Private Investment through Public Private Partnerships and Projects in Assets, its Regulations, approved by Supreme Decree No. 410-2015-EF and its amendments; the Bid Terms and their Circulars.

2° That we have examined and are in agreement with these Bid Terms, Contract and

other antecedents and documents thereof, expressly accepting the obligations imposed by the compliance with the rules detailed in the Bid Terms and other regulations applicable to the contract, without any objection to formulate. Consequently, we release ProInversión, its officers, advisors and its consultants from any liability for any errors or omissions that such antecedents and documents may have.

3° That, in case of being the Awardee of the Award, we promise that the contract will be signed, according to indications made in Section 22 of the Bid Terms.

Place and date: ............, ....... ............................. 201... Name .............................................................



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Annex 7: Form – Model of Guarantee of Validity, Effectiveness and Reliability of Proposal

Lima, ............. ............................. 201.... Messrs. Agency for Promotio of Private Investment - ProInversión Present.- Ref. : Letter of Guarantee No .............................. Expiration: ................................. Of our consideration: By this document and at the request of our client, Messrs. (Bidder or member) .................................. ......... we constitute this joint, irrevocable, unconditional and automatic realization bond, without benefit of excussio, or division, up to the sum of _____ and 00/100 United States Dollars (US $ _____) in favor of ProInversión, to guarantee the Validity, Effectiveness and Reliability of the Proposal presented by our client or Consortium _____ composed of _______ in accordance with the terms and conditions established in the Bid Terms of the International Public Tender – Process of Promotion of Private Investment of the Copper Deposits of Michiquillay Project. We also certify that this guarantee will be effective in the event that our client is declared Awardee by the Executive Director and does not fulfill his obligations on the date of signing the aforementioned contract of the tender. In order to honor the present bond in your favor, it will suffice to require by notary mean of the Executive Director of ProInversión, or whoever acts at our offices located in .................. ........................................ .......... ................... and any delay on our part to honor it will accrue interest equivalent to the one-year LIBOR plus a spread of 3%. The LIBOR rate will be established by the daily Cable Reuter that is received in Lima at 11:00 a.m., and interest accrues from the date on which it has been demanded to comply and until the effective date of payment. Our obligations under this bond will not be affected by any dispute between you and our clients. The term of this bond will start on the filing date of Envelope No. 2 and until the day ...... of ..................... of the year ........ (120 calendar days). The terms used in this bond have the same meaning as the terms defined in the Bid Terms of the International Public Tender - Process for the Promotion of Private Investment of Copper Deposits of Michiquillay Project. Cordially yours, Signature ................................................... Name ................................................ Banking entity.................................. In the case of presenting a "stand by letter or credit", it must be issued by any of the International Financial Entities listed in Annex 2, with the same characteristics of the letter

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of guarantee, notified and confirmed by any of the Banking Companies indicated in the same Annex, issued in favor of Proinversión, for the same term and amount of the Letter of Guarantee indicated. The guaranteed events and those that carry the execution of the "Stand by Letter", will be exactly the same as those indicated in the model of letter of guarantee.

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Annex 8: Form - Model of Letter of Guarantee of Award Challenge Lima, .......... ................... 201... Messrs. Agency for Promotion of Private Investment - ProInversión Present.- Ref. : Letter of Guarantee Nº .............................. Expiration: .................................... Of our consideration: By this document, at the request of our clients, we constitute a joint and several guarantee, irrevocable, unconditional and automatic, without any benefit of excussio or division, up to the sum of (0.5% of Total Cost of Investment1) dollars of the United States of America (US $ ________) in favor of ProInversión to guarantee our security holders in the payment of that amount in any of the cases indicated in the fourth paragraph of this letter of guarantee. This bond will have a term of validity from its presentation and up to (60) days counted from the date of submission of the same and will be effective in case the corresponding Resolution declares unfounded or improper the appeal filed by the Qualified Bidder; likewise, in case that against said Resolution, the Qualified Bidder does not present the respective appeal within the period established in Section 20.1 of the Bid Terms. It is expressly understood by us that this bond may be executed by ProInversión in accordance with the provisions of Article 1898 of the Peruvian Civil Code. It is expressly agreed that in order for us to honor this bond, a simple request made by notary in our offices at the address indicated below will suffice and in which it is stated that the challenge presented in respect of the International Public Tender - Promotion Process of the Private Investment of the Copper Deposits of Michiquillay Project Project, has been declared unfounded or inadmissible by the Steering Council of ProInversión; or, having obtained a resolution in that sense from the Executive Director, it was not appealed. We undertake to pay you the total amount of the bond within a maximum period of 24 hours, counting from the date of receipt of the corresponding notary letter of request. Any delay on our part in honoring it will give rise to the payment of compensatory interest in favor of you that will be calculated on the one-year LIBOR plus a 3.0% spread. The LIBOR rate will be established by the daily Cable Reuter that is received in Lima at 11:00 a.m., and interest should accrue as of the date on which the honoring of this bond is required. Cordially yours, _______________ SIGNATURE AND SEAL Name of the bank that issues the guarantee: Bank address:

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In the case of presenting a "stand by letter or credit", it must be issued by any of the International Financial Entities listed in Annex 2, with the same characteristics of the letter of guarantee, notified and confirmed by any of the indicated Banking Companies in the same Annex, issued in favor of Proinversión, for the same term and amount of the Letter of Guarantee indicated. The guaranteed events and those that carry the execution of the "Stand by Letter", will be exactly the same as those indicated in the model of letter of guarantee.

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Annex 9: Form – Confidentiality Agreement Lima,....... ............................. 201.... Messrs. ProInversión Present.- Bidder: ......................................................................................... ........................................................................ (Name of Bidder) duly represented by its.................................................... (Position of subscriber), Mr. ............................................................................................ (name of subscriber), identified with ..................., Nº .............................. domiciled at.............................................................................................................................. by this document we express our interest to Access the Data Room that Proinversión makes available, according to the Bid Terms of the International Public Tender– Process of promotion of private investment of the Copper Deposits of Michiquillay Project. In this regard, we are committed to maintain confidentiality with respect to all information obtained in the Data Room, Memorandum of Information, visits to the Project site or information of ProInversión's consultants, officers, employees, staff or support and coordination entities or Mining Assets. Likewise, we undertake not to disclose any material or information to third parties without the prior written authorization of ProInversión, not to use the information obtained for any other purpose that is not related to the tender process and not to use the information of any manner that could generate conflicts with the interests of the State, its officials or dependencies, Mining Assets and ProInversión. The materials obtained from the Data Room will only be made available to our staff, executives and consultants, for reasons related to the tender process. Such personnel will know this agreement and will also be obliged to maintain confidentiality with respect to the aforementioned information. We will take all actions that are reasonable to prevent the disclosure of any information to any person, without the prior written consent of ProInversión. No license or right has been or will be given to our advisers in relation to the disposition of any information included in this agreement. We accept that neither the State, its officials or dependencies, nor ProInversión, nor Mining Assets, nor its advisers or members, are expressing or guaranteeing, expressly or implicitly, the accuracy, reliability or completeness of the information made available to us and that neither these parties or their respective directors, officers, employees or representatives shall be liable to us or to any other person as a result of the use of such information and/or materials. We agree to make our own decisions regarding the information made available to us and acknowledge that we will not depend on or be induced by such information when deciding our intent in connection with the tender process. We accept that no information supplied, no material, discussion, negotiation or other related matters, constitute an offer by or on behalf of ProInversión, and will not serve as a basis or will be taken into account in connection with any agreement, except when expressly agreed in writing with ProInversión. At the request of ProInversión we accept to immediately return all copies of all documents that were made available to us, or available to our representatives or advisers.

______________________________________________________________________________________


We also accept that ProInversión does not undertake or is obliged to provide access to additional information or to update the information and materials available or to correct any inaccuracies that may appear. This agreement shall not apply to information that: (i) at the date it was disclosed to us or to our advisors, it was publicly available or at any time thereafter is of public knowledge (except for that purpose of noncompliance with this agreement by us or our advisors), or (ii) to the date, is already legally in our possession and, therefore, is not subject to the commitment of confidentiality. The rights and obligations set forth in this document shall be governed by and construed in accordance with the provisions of Peruvian law and the parties agree to irrevocably submit to the jurisdiction and competence of the judges and courts of Lima, Peru. In sign of acceptance and compliance with all the terms and conditions of this agreement of confidentiality we sign and deliver a copy to ProInversión, on..... days of the month of .............. 201…. Signature..................................... Name ........................................................ (Legal Representative of Bidder) Bidder.................................

______________________________________________________________________________________


Annex 10: Documents of Data Room

I. REPORTS RETURNED BY ANGLO AMERICAN WHICH WERE DELIVERED BY

PROINVERSION

DATA ROOM MICHIQUILLAY 2017 (Digital)

ANNEX I

CODE TITLE

M - 001 Old Drill Logs 1959-1960 Northern Perú Mining Corporation

M - 002 Composite Drill Logs Vol. I,II y III 1963-1964 Asarco

M - 003 Assy Comparisons 1963-1964 1963-1964 Asarco

M - 004 Assay Chart Section and Bench 1963-1964 Asarco

M - 005 Check Assaying- Michiquillay Project 1963-1964 Asarco

M - 006 Statistical Study of Climatic Data of Station N° 10 Mining Camp 1963-1975 Perú

Geostatistics

M - 007 3,500 Adit and Polygons Maps 1965 Asarco

M - 008 El Paso Laboratory Flotation Tests 24 Diamont Drill Core Samples 1965 Asarco

M - 009 Monthly Report Drilling Perforance 1965 Asarco

M - 010 Blueprints: Ores Reserve Estimate 1965 Asarco

M - 011 Assay Comparison Sheet I,II y III 1966 Asarco

M - 012 Ore Reserve Estimate 1971 Asarco

M - 013 Computer Analysis of Michiquillay 1966 Hewlett

M -

013A

Information of Concentation Plant and related 1971 Minero Perú –Benefit Management

Hernándo Arauco

M - 013B Benefit of Copper Sulphides Laboratory Tests 1972 Minero Perú

M - 013C Geology and Mineralization of Michiquillay Deposit 1972 Asarco

M -

013D Exploitation of Michiquillay Deposit 1972 Asarco

M - 014 Hydroelectric Energy Generation for Michiquillay Project 1971 Ministry of Agriculture

M - 015 Isograde Curve Plans 1971 Minero Perú Alfredo Solano

M - 016 Terms of Reference –Selection Study and Optimization and Design at execution level for

Embalming of River Santa basin 1972 MEM / Motlima S.A.

M - 17 Terms of Reference –Feasibility Study of Transmission Lines Trujillo-Pacasmayo -Chiclayo

and Trujillo - Michiquillay 1972 Mem / Motlima S.A.

M - 018 Terms of Reference – Hydrologic Study of Yangas River Basin 1972 Ministry of Energy and

Mines / Motlima S.A.

M - 019 Relevant aspects of Michiquillay Project – Chapter 1 1972 Ministry of Energy and Mines /

Motlima S.A.

M - 020 Summary of Michiquillay Study- Chapter 2 1972 Ministry of Energy and Mines / Motlima

S.A.

______________________________________________________________________________________


M - 021 Social Economic Aspects of the Region Chapter 3 1972 Ministry of Enrgy and Mines /

Motlima S.A.

M - 022 Regional Electric Market – Chapter 4 1972 Ministry of Energy and Mines / Motlima S.A.

M - 023 Regional Electric System (First Part) – Chapter 5 1972 Ministry of Energy and Mines /

Motlima S.A.

M - 024 Regional Electric System (Second Part) – Chapter 5 1972 Ministry of Energy and Mines /

Motlima S.A.

M - 025 Recommended Action Plan – Chapter 6 1972 Ministry of Energy and Mines / Motlima S.A.

M - 026 General Considerations of Michiquillay Study-Chapter 7 1972 Ministry of Energy and Mines

/ Motlima S.A.

M - 027 Terms of Reference – Pre-Feasibility Study of Hydroelectric Resources of Yangas River 1972

Ministry of Energy and Mines / Motlima S.A.

M - 028 Complementary Design Recommnedations for Hydroelectric Plant El Chorro 1972 Ministry

of Energy and Mines / Motlima S.A.

M - 029 Cartography Specifications required for Hydroelectric Study 1972 Ministry of Energy and


M - 030 Terms of Reference Determination of Flow Rates of Marañon River 1972 Ministry of Energy

and Mines / Motlima S.A.

M - 031 Inventory of Existing Electric Installations 1972 Ministry of Energy and Mines / Motlima S.A.

M - 032 Technical-Economic Situation of Carbon of Northern Peru 1972 Ministry of Energy and


M - 033 Blueprints ( Mining, Geology ) 1972 Japan Mining IndustryAssociation ( J.M.I.A.)

M - 034 Several Blueprints 1972 J.M.I.A.

M - 035 Preliminary Feasibility Study Report on Michiquillay Project Appendix: Plates 1972 J.M.I.A.

M - 036 Preliminary Feasibility Study Report on Michiquillay Project 1972 J.M.I.A.

M - 037 Isograde Curve Interpretation by Banks Michiquillay Project 1972 Minero Perú - Víctor

Zegarra

M - 038 Laboratory Tests for Copper Sulphides 1972-1973 Minero Perú - División de Beneficio

M - 039 Geologic Technogram 1973 Minero Perú

M - 040 Works Which have been done during my stay in during the period from August 09 to 28, 1973

1973 Ing. Kinsude Uchida

M - 041 A Survey for Regional Development Planning in Cajamarca of Perú 1973 International

Development Center of Japan

M - 043 Microscopic Study of 55 samples 1974 Minero Perú –Mineralogy and Petrology Department

CODIGO TITULO FECHA AUTOR

M - 044 1) Tabulation of Ore Reserve. 2) Basic Condition and Criteria. 3) Lista of Data Furnished and

Questionnaire 1974 Mochiquillay Copper Corporation

M - 045 Microscopic Study of 44 Polished Sections of Samples from U.P. Michiquillay 1974 Minero

Perú –Mineralogy and Petrology Department

M - 046 Microscopic Study of Drilling Cores in Michiquillay 1974 Minero Perú – Petromineralogy

Department

M - 047 Several Essays 1974 Plenge Laboratory

M - 048 Metallurgic Results of Minerals 1974-1975 Minero Perú - Michiquillay Copper Corp.

M - 050 Computerized Model of Mine and Calculation of geological reserves of Michiquillay Deposit

1975 Minero Perú Systems Division

M - 051 Geostatistical Study of Bank 3,500-Michiquillay 1975 Minero Perú – Geostatistics

Department

______________________________________________________________________________________


M - 052 General Topography Report of Michiquillay 1975 Minero Perú – Design Division

M - 053 Operation Report of Pilot Plant 1975 Monero Perú - Michiquillay Copper Corp.

M - 053B Report of Operation of Treatment, mineral from Michiquillay mine 1975 Minero Perú

M - 054 Assigned Assay Values ( Tot. Cu ) to each Bench 1975 Plenge Laboratory

M - 055 Input Data ( 1 ) - Assay Data and Others, 1975 Plenge Laboratory

M - 056 Input Data ( 2 ) - Assigned Assay V. ( Total Cu ), 1975 Plenge Laboratory

M - 057 Input Data ( 3 ) - Assigned V. ( SOL.Cu.& Mo2 ) & Classif. 1975 Plenge Laboratory

M - 058 Yearly Production Schedule, 1975 Michiquillay Copper Corporation

M - 059 Reportes de Laboratorio de Febrero a Marzo, 1975 Plenge Laboratory

M - 060 Summary and Integrated Technical - Economic Report 1975 Michiquillay Copper

Corporation

M - 061 Feasibility Report on Michiquillay Transmision Project 1975 Japan International Cooperation

Agency

M - 062 Project Data of Michiquillay 1975 Michiquillay Copper Corporation

M - 063 Waterhole N° 1 ( T.1 ) 1975 Minero Perú

M - 064 Report on Geological Survey of the Michiquillay Area ( Consolidated Report ) 1975 Japan

International Cooperation Agency, Metal Mining Agency

M - 065 Microscopic Study of samples of Floatation of Pilot Plant 1975 Minero Perú – Mineralogy and

Petrology Department

M - 066 Geological Reports Period 1974- 1975 1975 Minero Perú Depto. Geology

M - 067 Geological Report Vol. 1: Program and Results of Diamond Drilling 1975 Minero Perú

Michiquillay Project

M - 068 Geological Report Vol. 2: Geology of Clearing Areas (Dumpsites) Includes Blueprints 1975

Minero Perú Michiquillay Project

M - 069

Geological Report Vol. 3: Development Program " Michiquillay Mine" 1975 Minero Perú


CODE TITLE DATE AUTHOR

M - 070 Geological Report Vol. 4: Quality Control of Mineral 1975 Minero Perú Michiquillay Project

M - 071 Geological Report Vol. 5: Laboratory Accuracy Pilot Plant 1975 Minero Perú Michiquillay

Project

M - 072 Geological Report Vol. 6: Error of Preparation of Samples 1975 Minero Perú Michiquillay

Project

M - 073 Geological Report Vol. 7: Geology of Surface Open Pit área. Includes Blueprints: Detailed

Geology of Michiquillay área 1975 Minero Perú Michiquillay Project

M - 074 Geological Report Vol. 8: Geology of Tunnel 3,500 Includes Blueprints:Distribution Mineral

Values, essays, Lithological- Structural and Hydrothermal Alteration 1975

M - 075 Geological Report Vol. 8A: Geological Registry of Underground Drills (N°01 to N° 17) 1975

Minero Perú Michiquillay Project

M - 076 Vol. 8B: Lithological Blueprints and Structural Tunnel 3,500 1975 Minero Perú Michiquillay

Project

M - 077 Vol. 8C: Mineralization Blueprints Tunnel 3,500 1975 Minero Perú Michiquillay Project

M - 078 Vol. 8D: Blueprints of Hydrothermal Alteration, Tunnel 3,500 1975 Minero Perú


M - 079 Vol. 8E: Essay Blueprints, Tunnel 3,500 1975 Minero Perú Michiquillay Project

______________________________________________________________________________________


M - 080 Water Supply – Feasibility Study 1975 Minero Perú N. Ledesma

M - 081 Report on Feasibility Study for Highway Improvement Connecting with the Michiquillay

Mine in the Republic of Peru 1975 Pacific Consultants International

M - 082 Metalurgical Study - Pilot Plant 1975 Minero Perú - M.C.C.

M - 083 Feasibility Study 1976 Minero Perú - Michiquillay Copper Corporation

M - 084 Supply Study of Lime for the UEA, 1976 Minero Perú C. Carreño

M - 085 Calculation of Michiquillay Reserves by Geostatistic Method 1976 Minero Perú –

Geostatistics Department

M - 086 Report on Feasibility Study for Development of Mine Town and Port Terminal Related to

Michiquillay Copper Miner. Proyecto Republic of Peru 1976 Japan

M - 087 Feasibility Study. Main data of economic calculations 1976 Michiquillay Copper Corporation

M - 088 Feasibility Report on Michiquillay Project 4 Tomos : Summary;Technical Data;Drawings; and

Cost 1976 Michiquillay Copper Corporation

M - 089 1976 Intersectorial Commission

M - 090 Comparison of Laws by Banks of the U.P. Michiquillay made between Laboratories

ASARCO and PLENGE 1976 Minero Perú Geostatistics Department

M - 091 Supply of Aggregates proposed by Michiquillay Copper Corporation 1976 Minero Perú, C.

Cerreño

M - 092 Approaches of Minero Perú about different aspects of infrastructure for Michiquillay Project

1976 Minero Perú

M - 093 Design Modification of Tailing pond, Michiquillay ( Proposal ) 1977 Minero Perú

M - 094 Valuation of Pilot Plant of Michiquillay 1978 Minero Perú – Metallurgical Department

M - 095 Calculation of Reserves of Michiquillay Project Polygonal Method. Includes blueprints of

mineralization Bank NV 3490 1975 Minero Perú , J. Saavedra

M - 096 Michiquillay Water Supply Investigation Peru 1964 Bechtel Corporation

M - 097 Water Supply from Subsurface Sources 1967 Bechtel Corporation

M - 098 Michiquillay Project – Ecoomic Profile, 40 mil, 60 mil y 80 mil TMD. 1993 Minero Perú

M - 099 Michiquillay Project – Gold Potential 1994 Minero Perú

M - 100 Integral Technical ( Technical - Economic ) Report of Michiquillay Project Capital Cost and

Operanting Cost 1976 Minero Perú, M.C.C.

M - 101 Leasing Contracts Sta. Margarita and Pampa de la Culebra. School Agreement N° 82154

Michiquillay 1999 Minero Perú

M - 102 Mineralization of gold in copper porphyry Michiquillay Project 1999 Centromín Perú

M - 103 Statistical Analysis of Correlation of Gold Laws of Michiquillay Project 1999 Centromín

Perú- A. Martín Suárez

M - 104 Metallurgical Tests of Experimental Floatation with copper mineral (Michiquillay Deposit)

1999 CIMM Perú S.A. - TECSUP

M - 105 Chemical Analysis Proyecto Michiquillay 1999 CIMM Perú S.A.

M - 106 Infrastructure Michiquilay Project 1999 Minero Perú S.A.

M - 107 Preliminary Environmental Assessment 2000 Minero Perú S.A.

M - 108 Environmental Remediation Plan of Michiquillay Project 2002 Centromín Perú S.A.

______________________________________________________________________________________


M - 109 Neighboring Concessions 2004 Joaquin Santolaya Fernández

M - 110 Rural Electrification Technical Profile Michiquillay 2005 Socola

M - 111 Several Documents related to the Project and Michiquillay Community 2005 Minero Perú

S.A.

M - 112 Quick Rural Survey of Peasant Community of Michiquillay 2006 Pronamachcs – Cajamarca

M - 113

Supreme Decree N° 031-2006-EM of 01-06-06 Substitute Article 16° of Regulation of Titles

of the Consolidated Text of the General Mining Law, approved by S.D. N° 03-94-EM 2006

Ministry of Energy and Mines

M - 114 Resolution N° 141-2006-MEM/CM of 15-09-06 of the Mining Council 2006 Ministry of

Energy and Mines

M - 115 Mining Concession and Surface Lands - Abril-2006 2006 Centromín Perú S.A.

M - 116 Commercial Valuation of Lands of Property of Centromín Perú S.A. Located in the Mining

Project of Michiquillay -Cajamarca -December-2006 2006 Juan Mendoza Flores

M - 117 Closure Plan of Environmental Liabilities - 4 Volumes 2006 Management and execution of

Proyectos Ambientales S.A.C.- (GEPA SAC)

M - 118 Preparation of Final Study and Environmental Impact Study of: "Small Electric System”

Project Final Technial File Oct 2006 6Vol. 2006

M - 119 Reports of Progress of Electrification Project of PSE Michiquillay 2007 Supervisor of

Electrification Study of Michiquillay

M - 120 Report N° 2580-2007-INACC-DGCM-UL del 23-02-07 Cancel the mining petition 2005 B of

code N° 01-00460-05 formulated by Inversiones Turistico Ingenio S.A.

M - 121 Payment of validity right of Mining Concessions -2005 2006 Centromín Perú S.A.

M – 122 Testimony of Deed of Transfer of Mining Rights and Transfer of Surface Lands and

Accessories granted by Mining Company

______________________________________________________________________________________


II. ADDITIONAL INFORMATION LOCATED IN MINING ASSETS

1. Michiquillay Data:

1.1 Michiquillay Drillings

1.1.1 Michi Clearance (Clearance data and Vertical Drillings clearance)

1.1.2 Michi Underground (Underground data and underground drills)

1.1.3 Vertical Michi (Collare, Vertical drillings and Sounding J18)

1.2 Michiquillay Blueprints

1.2.1 Scanned Geology

1.2.2 Distribution blueprints

1.2.3 Sections

2. Detailed Geology (Blueprints)

3. Detailed Geology plus section (Blueprints)

4. Drillings of Sections

Índex of Blueprints, geological information of Michiquillay.

4.1 Michiquillay Drillings

4.1.1 Michi Clearance (Clearance data and vertical drillings clearance)

4.1.2 Michi Underground (Underground data and underground drills)

4.1.3 Vertical Michi (Collare, Vertical Drillings Michiquillay)

4.2 Michuiquillay Blueprints

4.2.1 Scanned Geology

4.2.2 Blueprints distribution

4.2.3 Sections

5. Technical Data Japan

Book I/IV (Feasibility Report of Michiquillay)

Michiquillay Drawings

Technical Data

_________________________________________________________________________________________

_________________________________________________________________________________IInternational Public Tender– Process of Promotion of Private Investment of Michiquillay Project Page 66 of 78

III. INFORMATION DESIGNED AND DELIVERED BY ANGLO AMERICAN

ANNEX II

N° Description of folder and/or document

1.- Geological Reports

1.1.- Geophysical

1.1.1.- Geophysical Report

1.2.- Geology

1.2.1.- Mapping Report of Michiquillay Project Surface

1.2.2.-Sillitoe R. Preliminary geological model of the Michiquillay

1.2.3.- Characterization of Lithology Conceptual Stage

1.2.4.- Hydrothermal Alteration Study Conceptual Stage

1.2.4.- Database _Alteration_Terraspec

1.2.4.1.- Espectra– Exploration *

1.2.4.2.- Espectra – Geotechnical *

1.2.4.3.- Espectra – Geometallurgic*

1.2.4.4.- Total Alteration 2012

1.2.5.- Mineralization Study Conceptual Stage of Michiquillay

1.2.6.- Field Structural Study Results

1.2.7.- Geochronology of Michiquillay Project

1.2.8.- Geology of Michiquillay Porphyry Copper Deposit

1.2.8.- Geological Report

1.2.9.-Michiquillay Re_Os Age Dating

1.2.10.- Study of Arsenic in Porphyry of Michiquillay

1.2.11.- Study of Mo in Porphyry of Michiquillay

1.2.12.- Michiquillay Blueprints

1.2.12.1.- Michiquillay Blueprints Conceptual Stage

1.2.12.1.1.- District Geology*

1.2.12.1.2.- Local Geology*

1.2.12.1.3.- Sounding _Total *

1.2.12.2.- Michiquillay Sections Conceptual Stage

1.2.12.2.1.- Blueprint of sections in plant

1.2.12.2.1.1.- Blueprint of sections – plant

1.2.12.2.1.2.- Exploration Sections

1.2.12.2.2.- E-W Sections Lithology –Conceptual Stage

1.2.12.2.3.- E-W Sections Alteration –Conceptual Stage

1.2.12.2.4.- E-W Sections Minzone-Conceptual Stage

1.2.12.2.5.- Geochemical Blueprints

1.2.12.2.5.1.- Geology 1K 2500

1.2.12.2.5.2.- Geochemical As_ppm

1.2.12.2.5.3.- Geochemical Au_ppm

1.2.12.2.5.4.- Geochemical Cu_ppm

1.2.12.2.5.5.- Geochemical Mo_ppm

1.2.12.2.5.6.- Geochemical Samples

1.2.12.3.- Michiquillay Concession Blueprint

1.2.12.4.- Datamine_bm_files _Michiquillay *

1.2.12.5.- Satellite images

1.2.12.5.1.- Michiquillay Image 2007

1.2.12.5.2.- Michiquillay Image 2013

1.2.12.5.3.- Michiquillay Image 2013_extended

1.2.12.7.- Michiquillay Topography

1.3.- Geotechnical

1.3.1.- Geomechanical Log In Manual

1.3.2.- Geotechnical Data Collection Results as of december 2009

1.3.3.- Michiquillay Copper Project_LaboratoryTestingResults

_________________________________________________________________________________________


1.3.4.- Witness Sample Recovery 2009 in Michiquillay Project

1.3.5.- Percentage de Recovered Witnesss Sample 2011-2012 Michiquillay

1.3.6.- Geotechnical Drillings– Anglo American Michiquillay

1.3.7.- Final Summary Geomechanical Study of Michiquillay

1.3.8.- Report Measurements with Gyroscope Michiquillay

1.3.9.- QAQC measurements GPS Differential Campaign 2011-2012

1.3.10.- Complete Report of Laboratory Tests

1.3.10.- Report of Laboratory Tests Michiquillay Peru

1.3.10.1.- Laboratory _ Data

1.4.- Geometallurgy

1.4.1.- Geometallurgy 2010

1.4.1.1.- Data _Base of geotechnical variables

1.4.1.2.- Geometallurgic Data _Base of hardness and flotation

1.4.1.3.- Preliminary Gold Assessment of the Michiquillay Deposit

1.4.1.4.- DJB_report-Michiquillay-DRAFT

1.4.1.5.- Preliminary hardness Geometallurgic Study Michiquillay Project

1.4.1.6.- SGS Summary Tables, Resultados Test SMC & BWI

1.4.2.- Geometallurgy 2011 2012

1.4.2.1.- Amelunxen_Geomet_2013

1.4.2.2.- EDA_geomet_flotation

1.4.2.3.- Selection of Geometallurgic Samples of Michiquillay 2012

1.4.2.4.- Information conceptual stage

1.4.2.4.1.- Geomet_Mich_2010_11_11

1.4.2.4.2.- Geomet_Mich_ANNEX1





1.4.2.4.7.- Weigths _Geometallurgic samples

1.4.2.5.- Geometallurgic sounding sections

1.4.2.5.1.- Sections_Lithology _Geometallurgic Sounding

1.4.2.5.2.- Sections _Mineralization _Geometallurgic Sounding

1.4.2.5.3.- List of samples for Hardness Test

1.4.3.- Sampling _Results_Geometallurgy 2011 2012

1.4.3.1.- Sampling *

1.4.3.2.-Results *

1.4.3.3.-Geo_Data_UMET-1

1.4.3.4.-GEo_Data_UMET-2



1.4.3.7.-geometallurgy_acquire

1.4.3.8.-Results CWi_Crushing Samples_ Michiquillay Project OL_4783

1.4.3.9.-Results Hardness Test _Grinding Samples_ Michiquillay Project OL_4783

1.5.- Petrography

1.5.1.- Petrographic and calcographic 2009

1.5.2.- Mineralogical Petrographic Analysis 2011 2012

1.5.2.1.- Mineralogical analysis and Clay Minerals

1.5.2.2.- Petrographic Studies

1.6.- QAQC

1.6.1.- QAQC 2009 Campaign Report Michiquillay

1.6.1.- Appendix QAQC Campaing 2009 Report Michiquillay

1.6.2.- Anglo American SRM-Memo_AS_013_11 Final

1.6.3.- Report of QAQC campaign 2012 density

1.6.3.- Density Reports *

1.6.4.- QAQC Report CAMPAIGN 2012 Conceptual Stage

1.6.5.- Satellite Geodesic Control Michiquillay of two GPS points

1.6.6.- QAQC measurements with GPS Differential and Gyroscope 2009

1.6.7.- QAQC measurements with GPS Differential Campaign 2011-2012

_________________________________________________________________________________________


1.6.8.- Measurements with Gyroscope Michiquillay_ Project

1.6.9.- Certificates of Standards *

1.6.10.- Certificates of Blanks *

1.6.11.- Report Campaign 2011 2012 *

1.6.12.-Quality Control Manual

2.- Surface Sampling

2.1.- Sending Surface SamplesCSV *

2.2.- OrderDispatch Surface SamplesCSV *

2.3.- Laws Surface Sampling.CSV

2.3.1.- Geochemical soil sampling

2.3.2.- Geochemical rock sampling

2.4.- Description _of Sampling CSV

2.4.1.- Michiquillay_Geochem_Report

2.4.2.- North Lagoons 2011

2.4.3.- Rock Samples 2011

2.4.4.- Soil Samples 2011

2.4.5.- Composites

3.- Geological Log In

3.1- DETAILED GEOLOGICAL LOG IN.PDF

3.1.1.- Geological Log In exploration *

3.1.2.- Geological Log In Geotechnique *

3.1.3.- Geological Log In Geomettalurgy*

3.2.- LITHOLOGY.CSV *

3.3.- ALTERATION.CSV *

3.4.- MINZONE.CSV *

3.5.- MINERALIZATION.CSV *

3.6.- VEINLETS.CSV *

3.7.- COLLAR_TOTAL.CSV

3.7.1.- Collar total

3.7.2.- Collar Lines of Exploration Sections

3.8.- DETAILED CONSOLIDATED GEOLOGICAL LOG IN.CSV

3.8.1.- Consolidated _Lithology_acquire

3.8.2.- Consolidated _Alteration_acquire

3.8.3.- Consolidated _Minzone_acquire

3.8.4.- Consolidated _Mineralization_acquire

3.8.5.- Consolidated _Veinlets _acquire

4.- Geomechanical Log In

4.1.- Log in_Geomechanical_Exploration.CSV *

4.2.- Log in_Geomechanical _Geotecnique.CSV *

4.3.- Log in _Geomechanical _Geometallurgy.CSV *

4.4.- Consolidated _Total_Geomechanical _acquire.CSV

4.4.1.- Geomechanical Consolidated _ _acquire

4.5.- Sounding Deviations Total.CSV

4.5.1.- Sounding _Exploration.CSV *

4.5.2.- Geotechnical Sounding.CSV *

4.5.3.- Sounding_Geometallurgic.CSV *

4.6.- Density.CSV

4.6.1.- Density_Total_acquire

5.- Sounding Photographs

5.1.- Photos _Sounding _Exploration *

5.2.- Photos _Sounding_Geotechnical *

5.3.- Photos _Sounding_Geometallurgic *

6.- Laboratory Tests

6.1.- Sampling _Test _Total Sounding

6.1.1.- Campaign 2009.CSV *

6.1.2.- Campaign 2011-2012.PDF *

6.2.- Dispatch

6.2.1.- DISPATCH PREPARATION.PDF *

_________________________________________________________________________________________


6.2.2.- DISPATCH ANALYSIS.PDF *

6.2.3.- DISPATCH SECONDARY LAB.PDF *

6.3.- Results_Laws.CSV

6.3.1.- CAMPAIGN 2009 *

6.3.2.- CAMPAIGN 2012 *

6.4.- Laws_by_Sounding.CSV *

6.5.- Certificates.PDF

6.5.1.- Certificate PDF analysis *

6.5.2.- Certificates PDF re analysis *

6.6.- Consolidated _Laws _Total.CSV

6.6.1.- Consolidated _total_assay_acquire

7.- AcQuire System

8.- Environmental Base Line Studies

8.1.- Biology Base Line (4 volumes)

8.2.- Hydrology Base Line

8.3.- Quality of sediments base line (includes annexes- Laboratory tests)

8.4.- Visual Landscape Base Line

8.5.- Noise and Vibrations Base Line

8.6.- Continental Aquatic Life Base Line

8.7.- Underground Water Quality Base Line

8.8.- Archaeological Evaluation with excavations (3 volumes)

8.8.1.- First lifting of Observations (3 volumes)

8.8.2.- Seocnd Lifting of Observations (1 volulme)

8.8.3.- Third Lifting of Observations (1 volume)

8.8.4.- Fourth Lifting of Observations (1 ringed volume)

9.- Monitoring of Semidetailed Environmental Impact Study

9.1.- Water

9.1.1.- Year 2009

9.1.1.1.- Third Quarter Water Quality Report

9.1.1.2.- Fourth Quarter Water Quality Report

9.1.2.- Year 2010

9.1.2.1.- First Quarter Water Quality Report

9.1.2.2.- Second Quarter Water Quality Report

9.1.3.- Year 2011





9.1.4.- Year 2012





9.1.5.- Year 2013

9.1.5.1.- First Quarter Water Quality Report (includes annexes- Laboratory tests)

9.1.5.2.- Second Quarter Water Quality Report (inclues annexes- Laboratory tests)

9.1.5.3.- Third Quarter Water Quality Report (includes annexes- Laboratory tests)

9.1.5.4.- Fourth Quarter Water Quality Report (includes annexes- Laboratory tests)

9.1.6.- Year 2014

9.1.6.1.- First Quarter Water Quality Report (includes annexes- Laboratory tests)

9.1.6.2.- Second Quarter Water Quality Report (includes annexes- Laboratory tests)

9.1.6.3.- Third Quarter Water Quality Report (includes annexes- Laboratory tests)

9.1.6.4.- Fourth Quarter Water Quality Report (includes annexes- Laboratory tests)

9.2.- Air

9.2.1.1.- Year 2011

9.2.1.1.- First and second quarter Air Quality Report

9.2.1.2.- Third Quarter Air Quality Report

9.2.1.3.- Fourth Quarter Air Quality Report

_________________________________________________________________________________________


9.2.2.- Year 2012

9.2.2.1.- First Quarter Air Quality Report

9.2.2.2.- Second Quarter Air Quality Report

9.2.2.3.- Third Quarter Air Quality Report

9.2.3.- Year 2013

9.2.3.1.- First Quarter Aire Quality Report (includes annexes- Laboratory tests)

9.2.3.2.- Second Quarter Air Quality Report (includes annexes- Laboratory tests)

9.2.3.3.- Third Quarter Air Quality Report (includes annexes- Laboratory tests)

9.2.3.4.- Fourth Quarter Air Quality Report (includes annexes- Laboratory tests)

9.2.4.- Year 2014

9.2.4.1.- First Quarter Air Quality Report (includes annexes- Laboratory tests)

9.2.4.2.- Second Quarter Air Quality Report (includes annexes- Laboratory tests)

9.2.4.3.- Third Quarter Air Quality Report (includes annexes- Laboratory tests)

9.2.4.4.- Fourth Quarter Air Quality Report (includes annexes- Laboratory tests)

9.3.- Biology

9.3.1.- Year 2009-2010

9.3.1.1.- Consolidated Fauna Monitoring Report July 2009-June 2010

9.3.1.2.- Consolidated Flora Monitoring Report July 2009-June 2010

9.3.1.3.- Consolidated Hydrobiology Monitoring Report July 2009-June 2010

9.3.2.- Year 2011

9.3.2.1.- First Quarter Flora and Fauna Integrated Report

9.3.2.2.- Second Quarter Flora and Fauna Integrated Report

9.3.2.3.- Third Quarter Flora and Fauna Integrated Report

9.3.2.4.- Fourth Quarter Flora and Fauna Integrated Report

9.3.2.5.- First Quarter Hydrobiology Monitoring Report

9.3.2.6.- Second Quarter Hydrobiology Monitoring Report

9.3.2.7.- Third Quarter Hydrobiology Monitoring Report

9.3.2.8.- Fourth Quarter Hydrobiology Monitoring Report

9.3.3.- Year 2012

9.3.3.1.- First Quarter Flora and Fauna Integrated Report

9.3.3.2.- Second Quarter Flora and Fauna Integrated Report

9.3.3.3.- Third Quarter Flora and Fauna Integrated Report

9.3.3.4.- First Quarter Hydrobiology Monitoring Report

9.3.3.5.- Second Quarter Hydrobiology Monitoring Report

9.3.3.6.- Third Quarter Hydrobiology Monitoring Report

9.3.4.- Year 2013

9.3.4.1.- Hydrobiology and flora and fauna integrated Report year 2013

9.3.5.- Year 2014

9.3.5.1.- First Semester Flora and Fauna Integrated Report

9.3.5.2.- Second Semester Flora and Fauna Integrated Report

9.3.5.3.- First Semester Hydrobiology Report

9.3.5.4.- Second Semester Hydrobiology Report

10 Semidetailed Environmental Impact Study– 2008. (3 volumes)

10.1.- Lifting of observations– 2009.

11 First Amendment of Semidetailed Environmental Impact Study– 2012 (4 volumes).

11.1.- Lifting of observations -2012. (3 volumes).

12 Property

12.1.- Surface Property Blueprint

12.2.- List of private owners

*Folders with subfolders and/or documents detailed in Annex II-a

_________________________________________________________________________________________


ANNEX II-a

N° Description of folder and/or document

1.2.4.1.- Spectra– Exploration *

1.2.4.1.1.- SPECTRA 2009

Del M09DH002 TO MI09DH027

REJECTIONS _M09DH003

1.2.4.1.2.- SPECTRA 2011-2012

From MD031 to MD100

MDREPEATED

1.2.4.2.- Spectra – Geotechnical *

From MD300 to MD305

1.2.4.3.- Spectra – Geometallurgic *

From MD200 to MD212

1.2.12.1.1.- District Geology *

1.2.12.1.1.1.- Geological Blueprint Gis

_Mxd

_Raster

_shp

Michiquillay

Collar total 2015

1.2.12.1.1.2.- District Geological Blueprint

1.2.12.1.2.- Local Geology *

1.2.12.1.2.1.- File gis

1.2.12.1.2.2.- Gis pri

1.2.12.1.2.3.- Local Geology Blueprint Michiquillay

1.2.12.1.3.- Sounding _Total *

1.2.12.1.3.1.- Sounding Gis

_Mxd

_Raster

_shp

Michiquillay

Collar total 2015

1.2.12.1.3.2.- Blueprint of drilled sounding and sections lines

1.2.12.1.3.3.- Exploration soundings 2009,2011-2012

1.2.12.1.3.3.- Exploration soundings 2009,2011-2012 sat image

1.2.12.1.3.4.- Geotechnical soundings

1.2.12.1.3.4.- Geotechnical soundings simg sat

1.2.12.1.3.5.- Geometallurgic soundings

1.2.12.1.3.5.- Geometallurgic soundings sat

1.2.12.4.- Datamine_bm_files _Michiquillay *

michi2

collar_2012

collar_general

ddh_geot

ddh_geot_rmr

ddh_met

geot_assay

geot_collar

geot_survey

m_alter

m_collar

m_ddh

m_leyes

m_lito

m_mral

m_mzone

m_survey

_________________________________________________________________________________________


met_assay

met_collar

met_survey

sec_ns

sec_orto

topo_ncl_ST

topo_ncl_pt

topo_ncl_tr

1.4.3.1.- Sampling *

Geo_Data_UMET-1

GEo_Data_UMET-2

Geo_Data_UMET-4

Geo_Data_UMET-5

Pesos UMET-1

Pesos UMET-2

Pesos UMET-4

Pesos UMET-5

UMET-1_SMC_BWI

UMET-2_SMC_BWI

UMET-4_SMC_BWI

UMET-5_SMC_BWI

1.4.3.2.-Results *

01-Ctrl Granul Charges -SMC1

BWI Anglo American Michiquillay Project

Geometallurgical Template

test results SMC Anglo American Michiquillay Project (OL-4530)

From UG1_001 to UG1_015




1.6.3.- Density reports *

Density certificates

COA_LI12148698_66554-20008715

COA_LI12150415_66554-20090869

COA_LI12150415_85998-20090870

COA_LI12154843_85998-20112296

COA_LI12183239_85998-20507690

COA_LI12184225_85998-20507680

COA_LI12248523_85998-21597791

COA_LI12249017_85998-21597787

COA_LI12249018_85998-21597777

1.6.9.- Certificates of Standards *

CMR_MICHIQUILLAY

From LBS1 Certificate to LBS8 Certificate

Microsoft Word - Anglo American SRM-Memo_AS_013_11 Final

Oreas 5Pb

OREAS 50Pb

OREAS_51P

OREAS_52P

OREAS_52Pb

OREAS_53Pb

1.6.10.- Certificates of Targets *

LIM08000661_Certificate_1

LIM09000123_Certificate_1

1.6.11.- Campaign Report 2011 2012 *

Analysis

Target

Density

_________________________________________________________________________________________


Duplicates

Standards

2.1.- Sending Surface SamplesCSV *

1 SENDING ROCKS- SOILS SAMPLES

2 SENDING ROCKS –SOILS SAMPLES



5 SENDING ROCKS – SOILS SAMPLES

6 SENDING ROCKS SAMPLES

7 SENDING SOILS SAMPLES

8 SENDING SOILS SAMPLES

QUALITY CONTROL SECOND ROCKS SENDING 27-01-11

QUALITY CONTROL SECOND SOILS SENDING 27-01-11

QUALITY CONTROL THIRD ROKS SENDING 05_02_11

QUALITY CONTROL THIRD SOIL SENDING 05_02_11

2.2.- OrderDispatch.CSV *

Form of Sending of Samples (47 files)

3.1.1.- Geological Log In Exploration *

From MI09DH001 to MI09DH030

From MD031 to MD100 (including MD063A, except MD097)

3.1.2.- Geological Geotechnical Log In *

From MD300 to MD306

3.1.3.- Geological Geometallurgic Log In*

From MD200 to MD212

3.2.- LITHOLOGY.CSV *

From MI09DH001to MI09DH028


From MD300 to MD306

From MD200 to MD212

3.3.- ALTERATION.CSV *



From MD300 to MD305

From MD200 to MD212

3.4.- MINZONE.CSV *



From MD300 to MD306

From MD200 to MD212

3.5.- MINERALIZACION.CSV *



From MD300 to MD306

From MD200 to MD212

3.6.- VEINLETS.CSV *

From MI09DH001 to MI09DH029 (except MI09DH028)


From MD300 to MD306

From MD200 to MD212

4.1.- Geomechanical Log In _Exploration.CSV *



4.2.- Geomechanical Log In _Geotechnical.CSV *

From MD300 to MD306

4.3.- Geomechanical Log In _Geometallurgical.CSV *

From MD200 to MD212

4.5.1.- Soundings _Exploration.CSV *


_________________________________________________________________________________________


From MD031 to MD100 (including MD063A, except MD063 y MD097)

4.5.2.- Geotechnical Soundings.CSV *

From MD300 to MD306

4.5.3.- Geometallurgic _Soundings.CSV *

From MD200 to MD212

5.1.- Photos _Soundings _Exploration *

From MI09DH001 to MI09DH030 ( Registry of boxes.csv)

From MD031 to MD100 (including MD063A, except MD097/ Registry of boxes.csv)

5.2.- Photos _Soundings _Geotechnical *

From MD300 to MD306 ( Registry of boxes.csv)

5.3.- Photos _Soundings _Geometallurgic *

From MD200 to MD212

6.1.1.- Campaign 2009.CSV *

Samples _Cut _Preparation _M09DH001 to Samples _Cut _Preparation_M09DH027

6.1.2.- Campaign 2011-2012.PDF *

Report Sampling Plan MD031 to Sampling Plan Report MD100 ( except Sampling Plan Report

MD097, including Sampling Plan Report MD063A)

6.2.1.- DISPATCH PREPARATION.PDF *

GEXMI000 (156 PDF files)

Preparation (19 CSV files)

6.2.2.- DISPATCH ANALYSIS.PDF *

GEXMI000 (964 PDF files)

Analysis_MI (30 PDF files)

6.2.3.- DISPATCH SECONDARY LAB.PDF *

EXT0000 (41 PDF files)

6.3.1.- CAMPAIGN 2009 *

LI09 (266 CSV files)

6.3.2.- CAMPAIGN 2012 *

LI13 (780 CSV files)

Reanalysis

6.4.- Laws _per _Soundings.CSV *



6.5.1.- Certificate PDF analysis *

COA_LI (614 PDF files) / 2 Vol.

6.5.2.- Certificates PDF re analysis *

COA_LI1 (90 PDF files) / 1 Vol.

_________________________________________________________________________________________


Annex 11: Model of Economic Proposal

Lima, ….......…................ 201… Messrs. Agency for Promotion of Private Investment - ProInversión Present.- Ref: International Public Tender

Process of promotion of Private Investment of the Copper Deposits of Michiquillay Project.

(The model will be communicated through Circular) Cordially yours, Prequalified Bidder: …………………………………………. Name Name: …………………………………………………. Legal Representative of Prequalified Bidder Signature: …………………………………………….. Legal Representative of Prequalified Bidder Note: In case there is any discrepancy between a figure expressed in numbers and in letters, the amount expressed in letters will prevail.

_________________________________________________________________________________________


Annex 12 - Form – Affidavit – Commitment of Reliable and current Information

Bidder: …………………………………………. We hereby, declare under oath the following: That, on the Closing Date, all the information, declarations, certification and, in general, all

documents submitted in Envelopes Nº 1 and Nº 2 in the tender shall remain in forcé and are

reliable.

Place and date: .............., ........ ..................... 201... Name .............................................................

Name of Legal Representative of Awardee Signature ............................................................

Signature of Legal Representative of Awardee

_________________________________________________________________________________________


Annex 13: Schedule

Activity Date/Period

Call and diffusion of Bid Terms August 31, 2017

Request of Access to Data Room Since August 31, 2017

Until 1 Day (business day) before the date of submission of Envelopes N° 2 and N° 3

Bid Terms

Consultations to the Bid Terms Until October 12, 2017

Replies to consultations of the BId Terms Until 15 calendar days after the previous activity

Communication of mínimum value of Competence Factor

Until October 26, 2017

Contract

Publication of Draft Contract Until October 4, 2017

Reception of comments and/or suggestions to the Draft Contract

Until 10 days after the publication of the Draft Contract

Publication of the Final Version of the contract approved by the Steering Council of ProInversión

Until the day after the approval of the Steering Council of ProInversión

Prequalification

Payment of Participation Fee Until 1 day before the deadline for Submission of

Envelopes Nº 1

Submission of Envelopes Nº 1 (Prequalification Documents)

Until 30 calendar days before the date of submission of Envelopes N° 2 and N° 3

Term for correction of errors in documents of Envelope N° 1

Until 5 calendar days after the correction communication

Announcement of Prequalified Bidders Until 20 calendar days before the date of submission of Envelopes N° 2 and N° 3

Term to communicate the conformation of Consortium or changes in its conformation.

Until 10 calendar days before the date of submission of Envelopes N° 2 and N° 3

Submission of Proposals

Submission of Envelopes Nº 2 and Nº 3 and Granting the Award (*)

November 15, 2017

(1) Correction of Observations to Envelope N° 2 and Opening of Envelope N° 3 and Granting of Award

The next day of the previous activity

Closing Date Will be communicated through Circular

(*) In case any document of Envelope 2 must be corrected, shall proceed with the following activity

(1)

_________________________________________________________________________________________


Annex 14: List of natural or legal persons from the private sector who provide

consultancy or advisory services to ProInversión, in the process of promotion of private investment of the Project.