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CONSULTANCY PROPOSAL & FEES To: Tiit Kaasik, Head of Department, Department of Geological Resources, Geological Survey of Estonia, F. R. Kreutzwaldi 5, 44314 Rakvere, Eesti. 19th March 2020 RE Consultancy - 2020 Work Proposal Dear Tiit, Further to my visit in January 2020 and provision of subsequent report I now provide an outline of the subsequent work required to evolve the drilling programme, observations of the drill core and development of logging protocols and database system. The specific tasks I propose are; 1. Supervise and instruct EGT geologists on drill core logging and sampling methodologies Provide feedback and guidance on the drill core descriptions and interpretation made by EGT geologists. 2. Supervising sample interval marking, PXRF of core including training in the use of PXRF, magnetic susceptibility and specific gravity measurements of core. 3. Design of a rock sampling and description system for borehole core that is in accordance with the PERC standard QA/QC requirements. 4. Mentoring of geologists in core logging and geochemical sampling of core. 5. Develop drill core logging system for Estonian crystalline basement drill cores and visual interface that can produce drill core logs suitable for display of exploration results (geology, geochemistry, geophysics) according to the PERC standard. 6. Contribution to design of a tendering process for laboratory geochemical analysis, design of sample preparation and geochemical/ petrological packages for Jõhvi drill core samples. 7. Advise and design of QA/QC procedures for geochemical sampling of drill core and laboratory QA/QC analysis I propose that I complete two site visits to Estonia, each of c.4 days duration which may for logistics reasons if so required be replaced with remote video calls to Estonia to supervise work practices, especially due to the Covid-19 pandemic. Exact dates to be defined in due course and subject to Covid-19 restrictions on flights and travel. This contract to have a maximum of 260 hours of work in either the United Kingdom or Estonia. Consultancy Charging Rates Item Currency Cost 1 Consultancy rate per hour in UK € Euro 65-00 1 Consultancy rate per hour in Estonia € Euro 65-00 2 Flights at cost € Euro/ GBP £ at cost 3 Hotel accommodation rate United Kingdom & Ireland € Euro 150-00 3 Hotel accommodation rate Estonia € Euro 110-00 1 Note: includes meals, incidental expenses, bank charges. 2 Transactions subject to currency foreign exchange fees and currency conversion rate. Exchange rate based on Bank of Ireland (Republic of Ireland) rates on date of invoice. 3 Contractor may elect to stay at accommodation above the nightly rate on the basis that the cost difference shall be for his account Orenvi, Dermot Smyth, 20 Breton Gardens, Lisburn, Northern Ireland. BT28 3YZ • For visits to Estonia suitable flight arrangements may dictate that the contractor may need to fly via England/ Scotland if direct flights are not available from Dublin. • Flights will be based on economy class of travel, not business class • Contractor to be collected at Tallinn airport and taken to work base/ hotel. Return travel to airport from field base to be arranged by Geological Survey of Estonia. For daily work in Estonia contractor to be collected and returned to accommodation by Geological Survey of Estonia staff. Invoices will be issued monthly in Euro and payable to contractor’s nominated bank account. Transactions incurring a currency conversion will be noted on the invoice and the prevailing rate of exchange documented. Yours sincerely, Dr Dermot Smyth Orenvi, Dermot Smyth, 20 Breton Gardens, Lisburn, Northern Ireland. BT28 3YZ  Contract for geological consulting services no. 9-1/20-74-1 This Contract is between the; Client, namely the Geological Survey of Estonia, registry code 77000387, registered address F. R. Kreutzwaldi 5, 44314 Rakvere, represented on the basis of the statutes by Director Sirli Sipp Kulli (hereinafter referred to as Client), and Contractor, namely Dermot Smyth, registered address 20 Breton Gardens, Lisburn, Northern Ireland (hereinafter referred to as Contractor), hereinafter also jointly referred to as Parties and separately as Party, have hereby made the following contract for services (hereinafter: Contract): 1. General provisions 1.1. The basis for the Contract and inseparable addition for the Contract is a separate file of the price quotation of the Contractor from 19.03.2020 (hereinafter the Offer). 1.2. The objective of the Contract is to provide Consulting Services for Jõhvi and Uljaste drilling projects by the Contractor of the work (provision of the service, etc.) which is the object of this Contract. 1.3. In the regulation of mutual relationships, the Parties shall be guided by this Contract, and in the issues not regulated with this Contract by the legislation effective in the Republic of Estonia. 1.4 Representatives of the Parties hereby confirm that they have full and adequate authorisation for the conclusion of this Contract in the name of the person represented and that there are no obstacles they are aware of for the fulfilment of their obligations provided in this Contract. 1.5. The terms Client and Contractor include all individuals employed by the Client or the Contractor and also all other persons involved by the Client or Contractor in the fulfilment of this Contract with the consent of the other Party. 1.6. Representative of the Contractor hereby confirms that the Contractor has adequate technical competence and resources for the professional fulfilment of the Contract according to the requirements. 1.7. The Contract documentation consists of this Contract, annex to this Contract and any amendments to the Contract that may be agreed upon jointly by the Client and Contractor after signing this Contract. 1.8. This Contract is hereby signed with the following annexes: 1.8.1. Annex 1 – The proposal of the Contractor from 19.03.2020. 2. Object of the Contract and due date for the completion of Work 2.1. The object of this Contract is to evolve the drilling programme, observate the drill core and take part of the development of logging protocols and database system during year 2020 for the Geological Survey of Estonia regarding Jõhvi and Uljaste drilling projects (hereinafter referred to as the Work). The Work description of the Assignment has been specified in more detail in Annex 1 to the Contract. 2.2. The Contractor shall perform the Work specified in Article 2.1 and shall hand over all deliverables of the Work by 18th December 2020.  2 3. Rights and obligations of the Client 3.1 The Client shall have the right: 3.1.1. to require from the Contractor high-quality and timely performance and delivery of the Work according to the requirements and terms and conditions of the Contract; 3.1.2. to check the progress of the Work and request information from the Contractor on the performance of the Work. 3.2. The Client shall be obliged: 3.2.1. to create the necessary conditions for the Contractor for the performance of the Work, and to present or arrange access for the Contractor to the data and information required for the performance of the Work; 3.2.2. to accept and review the Work presented by the Contractor and, in the case of non- conformity of the Work with the terms and conditions of the Contract, to send to the Contractor the respective written notice within the term specified in Article 5.2, setting a due date for the removal of the shortcomings; 3.2.3. to approve the Work presented by the Contractor if the Work has been performed according to the requirements and conforms to the description presented in Article 2 (or annex to the Contract, etc.); 3.2.4. to pay for the Work to the Contractor according to the terms and conditions provided in this article of (or annex to) the Contract. 4. Rights and obligations of the Contractor 4.1. The Contractor shall have the right: 4.1.1. to require from the Client the creation of the necessary conditions for the performance of the Work, to have mutually agreed delivery dates for work items and presentation or arrangement of access to the data and information required for the performance of the Work; 4.1.2. to use its work methods and equipment for the performance of the Work; 4.1.3. to request from the Client the removal of illegitimate obstacles from the performance of the Work; 4.1.4. to receive the payment provided in Article 6 for the Work performed according to the requirements and approved by the Client. 4.2. The Contractor shall be obliged: 4.2.1. to perform the Work professionally and at high quality and in accordance with the terms and conditions of the Contract and with the basic data and assignment and to deliver the Work to the Client or to the person indicated by the Client by the jointly agreed due dates and according to the procedure specified in the Contract; 4.2.2. to perform the Work following the requirements established in the Contract and in the legislation and to ensure fulfilment of the obligations arising from the Contract in accordance with good practice; 4.2.3. to perform the Work personally or to involve third persons in the performance of the Work with the consent of the Client; 4.2.4. to allow the Client to check the progress of the Work and to present information at the request of the Client on the performance of the Work; 4.2.5. to notify the Client immediately of any delays in the performance of the Work, also to notify the Client of any other circumstances that may have an impact on or impede the fulfilment of the obligations or exercising of rights provided in the Contract; 2  3 4.2.6. in the case of non-conformity of the Work to the terms and conditions of the Contract where the non-conformity is not due to non-compliance of the contract by the Client the Contractor shall remove any shortcomings in the Work at the request of the Client or present new Work which conforms to the terms and conditions of the Contract. 4.2.7. to keep the data and information acquired in the course of performance of the Work (confidential information) fully confidential before third persons and not use the confidential information in ill faith for its own benefit. Disclosure of confidential information to a third party may only take place with the prior written consent of the Client. 4.2.8. to assign to the Client all proprietary rights related to the Work according to the article 2.1 and annex 1 from the moment of approval of the Work by the Client. The Contractor shall have no right to transfer to third persons any rights which are surrendered to the Client. 4.2.9. to give the Customer a permission to exercise intellectual property rights related to the Work which are non-transferable by law (e.g. the author´s moral rights) to the maximum extent permitted by law. Such permission, with the right to grant sublicenses, is given for the entire term of validity of the rights. 4.2.10. the Contractor hereby confirms its full authorisation for property rights assignment according to the terms specified in this contract and moral rights permission to the Client except those intellectual and property rights retained by the Contractor. 5. Delivery and acceptance of the Work and approval of the Work 5.1. The Contractor shall complete the monthly tasks as specified in Annex 1 and present reports by the 5th of the month following each month together with delivery and acceptance reports executed in writing and signed by both Parties. 5.2. The Client shall review the Work and send to the Contractor the written notice on the approval or disapproval of the Work within 5 working days from the date of signing the report on delivery and acceptance of the Work. If the above-mentioned written notice is not sent within the term specified, the Work shall be deemed as approved by the Client. 5.3. If the Work does not conform to the terms and conditions of this Contract, the Client shall indicate the specific shortcomings of the Work and set a reasonable term for their removal or for the performance of a new Work which conforms to the terms and conditions of the Contract. 6. Amount of the payment, due dates and procedure for payments 6.1. Consultancy rate is 65 (sixty five) euros per hour. Contract covers maximum of 260 hours of consultancy services. 6.2. Travel and accommodation costs of two site visits will be reimbursed according to following terms: 6.2.1. Flights at cost (economy class only); 6.2.2. Hotel accommodation rate in United Kingdom and Ireland up to 150 (one hundred and fifty) euros; 6.2.3. Hotel accommodation rate in Estonia up to 110 (one hundred and ten) euros. 6.3. The Client shall pay for the Work monthly, after the acceptance of the Work and signing the delivery and acceptance report as stated in Article 5. Payments will be made within 21 days from 3  4 the reception of the invoice presented by the Contractor into the Contractor’s nominated bank account. 7. Liability 7.2. If the Work does not conform to the requirements agreed upon in the Contract and where the lack of conformity is not due to any omission, fault or negligence on the part of the Client or its personnel, the Contractor shall be liable for the violation of the Contract. 7.3. If the Contractor fails to deliver the Work on dates specified in Article 5.1 and where the delay is not due to non-compliance of the Contract by the Client the Client shall have the right to claim a contractual penalty to the amount of 0.1 % of the price of the relevant specific Work for each day delayed with the delivery or performance of the Work. 7.4. If the Contractor violates obligation of confidentiality according to Article 4.2.7, the Customer shall have the right to claim a contractual penalty up to ten thousand (10 000) euros for each violation as well as damages caused. 7.5. If either contract party violates any obligations arising from the Contract, the other party shall have the right to request the removal of the violations by setting a reasonable deadline for the removal of the violation. 7.6. If the Work does not conform to the agreed requirements and the Contractor fails to remove the shortcomings or to present a new Work performed according to the requirements by the due date set by the Client according to Article 5.3, the Client shall have the right to reduce the agreed price of the Work by up to 10 % and/or to withdraw from the Contract. 7.7. In the case of a failure to pay within 21 days the invoice for the Work performed according to the requirements and approved by the Client, the Client shall have to pay a penalty for delay, which shall be 0.2% (nought point two percent) of the price of the work for each calendar day in delay, but not more than 20% (twenty percent) of the price of the relevant work. 7.8. Payment of the fines for delay and forfeits specified in the Contract shall not relieve the Parties from the fulfilment of other obligations arising from the legislation and from this Contract. 8. Force Majeure 8.1. The Parties shall be liable for the violation of their obligations except if the violation was justifiable. Violation of an obligation is justifiable if it was caused by circumstances which were unforeseeable or not under the control of the Party (force majeure). Impeding circumstances which were not under the control of a Party or which the Party could not reasonably have expected to take into account or prevent or overcome or to overcome their consequences at the time of signing this Contract are regarded as force majeure. 8.2. In the case of occurrence of a force majeure, the terms specified in the Contract shall be extended by the period during which the factors of a force majeure shall keep it from the fulfilment of the Contract. 8.3. The Party which violates the Contract due to the circumstances of a force majeure shall have to notify the other Party of the circumstances of the force majeure and their effect immediately after the Party became aware of the circumstances of a force majeure. A Party shall be obliged to take measures as much as possible for the prevention of the damage caused by the circumstances of a force majeure or its consequences or for the reduction of their impact. The Party shall be obliged 4  5 to continue the fulfilment of its contractual obligations as soon as the circumstances of a force majeure have been removed. 9. Exchange of information 9.1. The Parties shall be obliged to inform each other of any circumstances which may have an effect on or impede the fulfilment of obligations or exercising of rights specified in the Contract. 9.2. Any notices and information related to the fulfilment of the Contract or arising from the Contract shall be deemed as presented formally and according to the Contract if these notices have been sent to the Party in writing (or electronically) or delivered to the other Party against signature at the address indicated in the Contract which the Party has informed the other Party of in writing after signing the Contract. 9.3. Requests for termination of the Contract by the Parties, also claims of one Party to the other due to a violation of the Contract shall have to be in writing above all. An informative message can also be given over the phone. 9.4. A Party shall inform the other Party of any changes in the information presented in the Contract within 2 (two) working days from the date of making the changes. 10. Validity, amendment and termination of the Contract 10.1. This Contract shall take effect from the moment of signing the Contract and annexes to the Contract by both Parties and shall remain in effect until the due fulfilment of the obligations by the Parties. 10.2. The Parties shall have the right to agree on amendment of the Contract only in case the amendment is due to objective circumstances which could not be anticipated by the Client during the award of the Contract and in case of leaving the Contract unchanged, the achievement of the objective set with the Contract would be fully or in material part set at risk. 10.3. The Client or Contractor may discontinue the Contract at any time independent of the reason with 14 days written advance notice. In this event the Client shall be obliged to reimburse the Contractor for work accrued prior to the effective date of termination. 10.4. In a case where the Contractor has not delivered the Work to the Client no later than 1 (one) month after the term specified in Article 5.1, and where the delay is not due to non-compliance of the Contract by the Client The Client shall have the right of unilateral withdrawal without paying the Contractor the agreed remuneration. 10.5. In case the Client has delayed remunerating the Contractor for more than 1 month over the due date mentioned in Article 6.2, the Contractor shall have the right of unilateral withdrawal and to claim the outstanding payment due for service rendered to the Client. 11. Settlement of disputes 11.1. Any disputes arising from the fulfilment, amendment, termination of the Contract or from bearing the respective liability shall be settled by way of negotiations between the Client and the Contractor. 11.2. If no agreement is reached as a result of the negotiations, a deadline having been set, agreed and acknowledged by both the Client and Contractor and where both parties agree that any extension of the negotiation period would not yield a mutually acceptable outcome the dispute shall be settled according to the procedure provided in the legislation at the court of law of the jurisdiction of the Client. Legislation of the Republic of Estonia shall apply to the content of this Contract and both 5  6 parties shall agree to bear their respective and own legal costs, the parties acknoweledge that this does not restrict them to require the compensation of the damage. 11.3. The Contract shall be interpreted proceeding from the joint actual intentions of the Parties even if it deviates from the customary meaning of the words. If the joint actual intentions of the Parties cannot be determined, the Contract shall be interpreted in such a manner as a reasonable person similar to the other Party should have understood the Contract in similar circumstances. 11.4. A provision of the Contract shall be interpreted in combination with other provisions of the Contract by assigning each of them a meaning proceeding from the meaning of the Contract as a whole 12. Other provisions 12.1. Neither Party can assign to third persons any rights or obligations arising from this Contract without the consent of the other Party. 12.2. The Contract has been drawn up in two originals legally equal in power, one for each Party. 13. Authorised representatives of the Parties 13.1. The authorised representative of the Client in the fulfilment and verification and acceptance of the terms and conditions of this Contract is Tiit Kaasik, phone: +37251908839, e-mail address: [email protected]. 13.2. The authorised representative of the Contractor in the fulfilment and verification of the terms and conditions of this Contract is Dermot Smyth, e-mail address: [email protected]. 13.3. The authorised representative of the Client shall have the right to represent the Client in all issues related to the Contract, except issues related to the amendment of the Contract (above all increasing the volume of the Contract, significant changes in the object and/or due date of the Contract), unilateral termination of a Contract with a definite term and presentation of a claim for forfeit, fine for delay and/or damages. 13.4. If the Contractor or Client replaces its representative with another person, it will inform the other Party immediately of the fact in writing. Signatures of the Parties: Contractor: Client: Dermot Smyth Geological Survey of Estonia 20 Breton Gardens, Lisburn, Northern F. R. Kreutzwaldi 5 44314, Rakvere Ireland Registry code 77000387 Phone: +372 630 2333 E-mail: [email protected] E-mail: [email protected] Dermot Smyth Sirli Sipp Kull Director 6