SUPERllylE COURT OF QUEENSLAND
REGISTRY: BRISBANE
NUMBER: BS 6593/17
First Plaintiff:

STEPHEN JAMES PAREERY AND
MICHAlaL ANDREW OWEN IN THEIR

CAPACITIES As LIQUIDATORS OF
QUEENSLAND NICKEL PTY LTD ON LIQ)
ACN 009 842 068
AND
Second Plaintiff

QUEENSLAND NICKEL PTY LTD UN LIQ)
ACN 009842 068
AND

First Defendant:

QNI METALS PTY LTD ACN 066656175
AND

Second Defendant:

QNI RESOURCES PTY LTD
ACN 0541/7921
AND

Third Defendant:

QUEENSLAND NICKEL SALES PTY LTD
ACN 009872 566
AND

Fourth Defendant:

CLIVE FunDERICK PALMER
AND

Fifth Defendant:

CLIVE THEODORE MENSINK
AND

Sixth Defendant:

IANllylAl. IruCE FERGUSON
AND

Signed:

Taken by:

I, ^.*,^

AFFIDAVIT

Cmve F Palmer

Filed on behalfof the Fourth Defendant

Level 17,240 Queen Street

Fonn 46, Version I

Brisbane QLD 4000

Unifomi Civil Procedure Rules 1999

Tel: (07) 38322044
Email: pilbera@yahoo. coin

Rule 431

 Seventh Defendant:

MINERALOGY PTY LTD ACN 010 582680
AND

Eighth Defendant :

PALMER LEISURE AUSTRALIA PTY LTD
ACN 152386617
AND

Ninth Defendant:

PALMER LEISURE COOLl. IM PTY LTD
ACN 146828122
AND

Tenth Defendant:

FAIRWAY COAL Pry LTD
ACN 127220642
AND

Eleventh Defendant:

CART PROVIDER PTY LTD
ACN 119455837
AND

Twelfth Defendant:

COEUR DE LEON INVESTMENTS
PTY LTD ACN 006334872
AND

Thirteenth Defendant:

COEUR DE LEON HOLDINGS PTY LTD
ACN 003209934
AND

Fourteenth Defendant:

CLOSERIDGE FTY LTD ACN 010 560 157
AND

Fifteenth Defendant:

WARATAll COAL FTY LTD
ACN 1/4/65669
AND

Sixteenth Defendant:

CHINA FIRST PTY LTD ACN 135588411
AND

Seventeenth Defendant:

COLD MOUNTAIN STUD Pry LTD
ACN 119455248
,

Signed:

.\

Taken by:

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,

 AND

Eigliteenth Defendant:

EVGENIA BEDNOVA
AND

Nineteenth Defendant:

ALEXANDER CUEORciiiEv soKOLov
AND

Twentieth Defendant:

ZHENGHONG ZHANG
AND

Twenty-First Defendant:

SCI LE COEIJR DE L'OCEAN

FOURTH AFFIDAVIT

I, DAREN WOLFE of I Stariton Terrace, Townsville in the State of Queensland, solemnly and
sincerely affinn and declare:
I . The contents of this affidavit are true to my own knowledge, save where I have indicated
otherwise. Where a fact is true to the best of my infonnation and belief, that fact is stated
and the source of the infonnation and belief is identified.

I refer to my affidavit affinned on 21 August 2017 in this proceeding (Previous Affidavit)
[CF161-64] and my affidavits affinnedin this proceeding on 5 September 2017 (2"' Wolfe
Affidavit) [CF1 101], 13 September 2017 (3" Wolfe Affidavit), and 20 October 2017 (4"
Wolfe Affidavit).
Previous roles with the QN Group

3 . I refer to paragraphs 3 to 6 of my Previous Affidavit, where my roles and functions within
the QN Group from 2009 to 2016 were detailed.
In my roles as Finance Director and CFO, I became aware of various contractual
relationships between the QN Group and third parties.
The activities of the QN Group necessitated relationships with many thousands of suppliers.
I am aware that not every employee within the finance department at QN had detailed
knowledge of all contractual relationships with third parties.

Signed:

^^^^^.

Taken by:

 Queensland Nickel Joint Venture

6. I refer to the Affidavit sworn by Stephen James Parbery on 2 August 2017 IParbery
Affidavitl and the indexed paginated bundle of documents exhibited thereto and marked as
Sip- I .

I note that paragraph 20 and 21 of the Parbery Affidavit make reference to the Joint Venture
Agreement (JVA) which was executed on 17 September 1992, and the Administration
Agreement which was executed on 17 September 1992 (Administration Agreement).
I note that pages 265 to 357 of SJP-I exhibit the IVA.

I note also that pages 358 to 375 of SJP-I exhibit the Administration Agreement.
Through my own recollection and belief, I can confinn that the Queensland Nickel Joint
Venture (QNJV) was established in 1992, with the joint venture parties operating under the
auspices of both the JVA and Administration Agreement.
I I . Under the IVA, QN acted as Manager of the QNJV.
12. As Manager of the QNJV, QN was responsible for achieving the purpose of the joint venture.
Clause 2.1(a) of the JVA described the purpose of the joint venture as producing products
for delivery to or as directed by each of the joint venturers.
Under clause 3.3 of the JVA, once nickel had been produced it became the property of the
Joint Venturers in each of their respective interests.
14. Under clause 3.1 of the Administration Agreement, the function and primary responsibility
of QN was to provide Management Services to the joint venture partners, QNR and QNM.
15. Under the Administration Agreement, QN was appointed as agent by QNR and QNM under
clause 3.2(d) to negotiate sales contracts, and under clause 3.2(a) to manage debtors of the
joint venturers in relation to the sale of their subject products.
Palmer Contro"ed Period

16. On 31 July 2009, entities controlled by Mr Palmer acquired a I 00% interest in QNR and
QNM.

17. The Manager of the QNJV, QN, entered voluntary administration on 18 January 2016.
18. Accordingly, the period in which Mr Palmer had control over the QNJV was from 31 July
2009 until 18 January 2016 (Palmer Cointro"ed Period).
Payment of Expenses and Conectiom of Receipts
19. Clause 6.4 of the IVA provided a mechanism for calls to be made by QN to the joint venture
partners.

Signed:

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Taken by:

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 20.

Once a call was made, any funds deposited in accordance with the call notice would belong
to each joint venture partner in proportion to the amounts respectively paid, under clause
6.4(f) of the IVA.

The other way that joint venture costs could be paid was by the joint venture partners paying
expenses with their own funds in accordance with clause 5.2(b) of the IVA.
22.

During the Palmer Controlled Period, I am not aware of any calls being made under the IVA
by QN for funds from QNR or QNM.

23.

Previous to the Palmer Controlled Period, I am aware that calls had been made from time to
time.

24.

The practice during the Palmer Controlled Period was that QN would receive proceeds of
sale of Products for and on behalf of the joint venture partners, and QN would retain these
funds as their agent.

25.

Those funds would then be paid as the principal (QNR and QNM) directed, in order to meet
obligations of the principal.

26.

During the Palmer Controlled Period, the Manager's costs and expenses would be paid
directly from the funds that the agent had in their account, and was holding on behalf of each
of QNR and QNM.

27.

From time to time, other payments would also be made by the agent as directed by the
principal.

28.

During the Palmer Controlled Period, each of the joint venture partners had their financial
accounts audited by Emst Young (EY), and an audit was also undertaken of the consolidated
QN Group by EY each year. Exhibited in my Previous Affidavit and marked DW-02 are the
Audited Accounts and Consolidated Accounts for the I I months ended 3 0 June 20 I 0 and

financial years ended 2011 to 2015.
29.

The Audited Accounts of QNR and QNM each year recorded the receipts for sale of all
Products, and payments that QNR and QNM, as principal, had directed the agent to make.

30.

During the Palmer Controlled Period, QNR and QNM lodged income tax returns with the
Australian Taxation Office, which recorded their commercial results including all revenue
from sale of products and financial obligations incurred during the financial year. Exhibited
in my Previous Affidavit and marked DW-04 are the income tax returns for QNM and QNR
for each financial year from July 2010 to June 2015.

Signed:

Taken by:

,

.

,
,

 All agreement was entered into on 4 August 2009 with Glencore for the sale of nickel
compacts. QN entered this agi'Gement as agent for QNR and QNM. This agi'Gement and
subsequent variations thereto, provided for the sale of nickel compacts produced from I
December 2009 to the end of the Palmer Controlled Period, which accounted for

approximately 76% of total nickel produced and 67% of total revenue in the financial year
ended 30 June 2015. Exhibited hereto and marked DW-18 is a copy of the sales agi. Gement
entered into with Glencore for the sale of nickel compacts dated 4 August 2009.
32. Other Products produced included nickel oxide, basic nickel carbonate, cobalt sulphide, and
cobalt oxide hydroxide. These products were sold by QN as agent for and on behalf of QNR
and QNM, and all sales revenue from these products were recorded in the audited accounts
and tax returns for each of QNR and QNM for each respective financial year.
33. Sundry revenue was received by the joint venture partners from time to time for lease rental
income, sale of scrap and by-products, and disposal of surplus plant and equipment. Such
sundry income was received by QN as agent for and on behalf of QNR and QNM, and was
recorded in the audited accounts and tax returns for each of QNR and QNM for each
respective financial year.
34. To my knowledge, during the Palmer Controlled Period, QN had no access to any funds
from any source other than as set out above, including QNR and QNM.
Ratification of Actions Taken by Directors and Officers of QNR and QNM
35. I was invited as an observer and duly attended a meeting held in Brisbane at 12.45pm on I
September 2016. Also present at that meeting was Mr Palmer, representing Nickel Resources
Pty Ltd, Nickel Consolidated Pty Ltd, and Nickel House Pty Ltd, and Mr Jonathan Shaw,
solicitor. Collectively, the three companies listed above hold I 00% of the shares of QNM,
and the meeting was a meeting of members of QNM.
36. At that meeting, a motion was passed to ratify all actions taken by directors and officers of
the company (QNM) on behalf of the company dimng the perlod from 31 July 2009 to I
September 2016. Exhibited hereto and marked DW-19 is a copy of the minutes of the QNM
shareholders' meeting held on I September 2016.
37. I was also invited as an observer and duly attended a meeting held in Brisbane at 12.50pm
on I September 2016. Also present at that meeting was Mr Palmer, representing Nickel
Resources Pty Ltd, Nickel Consolidated Pty Ltd, and Nickel House Pty Ltd, and Mr Jonathan
Shaw, solicitor. Collectively, the three companies listed above hold I 00% of the shares of
QNR, and the meeting was a meeting of members of QNR.

Signed:

I

, ~,

Taken by:

 38.

At that meeting, a motion was passed to ratify all actions taken by directors and officers of
the company (QNR) on behalf of the company during the perlod from 31 July 2009 to I
September 2016. Exhibited hereto and marked DW-20 is a copy of the minutes of the QNR
shareholders' meeting held on I September 2016.

39.

I have been shown a copy of minutes of a meeting held in Brisbane at 4.07pm on 21
November 2017. Present at that meeting was Mr Palmer, representing Nickel Resources Pty
Ltd, Nickel Consolidated Pty Ltd, and Nickel House Pty Ltd, and Mr Michael
Mashayanyika. Collectively, the three companies listed above hold I 00% of the shares of
QNM, and the meeting was a meeting of members of QNM.

40.

At that meeting, motions were passed to:
(a) approve and ratify all payments made by QN as agent and/or trustee for QNM and all
payments made at the direction of Clive Palmer during the period from I July 2009 to
'8 January 2016;

(b) ratify all directions given by Clive Palmer to QN given in any capacity in the period I
July 2009 to 30 March 2016;
(c) ratify and approve all actions, payments, and activities of Clive Palmer for the period
I July 2009 to 21 November 2017; and

(d) ratify and confinn that Clive F Palmer has and had full authority to act for and on
QNM's behalfat antimes and for allpurposes from I July2009 to 21 November 2017.
41.

Exhibited hereto and marked DW-21 is a copy of the minutes of the QNM shareholders'
meeting held on 21 November 2017.

42.

I have been shown a copy of minutes of a meeting held in Brisbane at 4.09pm on 21
November 2017. Present at that meeting was Mr Palmer, representing Nickel Resources Pty
Ltd, Nickel Consolidated Pty Ltd, and Nickel House Pty Ltd, and Mr Michael
Mashayanyika. Collectively, the three companies listed above hold I 00% of the shares of
QNR, and the meeting was a meeting of members of QNR.

43.

At that meeting, motions were passed to:
(a) approve and ratify all payments made by QN as agent and'or trustee for QNR and all
payments made at the direction of Clive Palmer daring the period from I July 2009 to
I8 January 2016;

(b) ratify all directions given by Clive Palmer to QN given in any capacity in the period I
July 2009 to 30 March 2016;
(c) ratify and approve all actions, payments, and activities of Clive Palmer for the period
I July 2009 to 21 November 2017; and

Signed:

Taken by:

11,^.

 (d) ratify and confinn that Clive F Palmer has and had full authority to act for and on
QNR's behalfat all times and for allpurposes from I July 2009 to 21 November 2017.
44.

Exhibited hereto and marked DW-22 is a copy of the minutes of the QNR shareholders'
meeting held on 21 November 2017.

AFFIRMlaD by DAREN WOLFE on 17 January 2018 at TOWNSVILLE, in the State of
Queensland, in the presence of:

\I**;, S\ C!46'

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Signed:

Taken by:

 SUPREME COURT OF QUEENSLAND
REGISTRY : BRISBANE
NUMBER: BS 6593/17
First Plaintiff:

STEPHEN JAMES PAREERY AND
MICHAEL ANDREW OWEN IN THEIR

CAPACITIES As LIQUIDATORS OF
QUEENSLAND NICKEL PTY LTD (IN LIQ)
ACN 009842068
AND
Second Plaintiff:

QUEENSLAND NICKEL PTY LTD (IN LIQ)
ACN 009 842 068
AND

First Defendant:

QNI METALS PTY LTD ACN 066656175
AND

Second Defendant:

QNI RESOURCES PTY LTD
ACN 0541/7921
AND

Third Defendant:

QUEENSLAND NICKEL SALES PTY LTD
ACN 009872566
AND

Fourth Defendant:

CLIVE EruDERICK PALMER
AND

Fifth Defendant:

CLIVE THEODORE MENSINK
AND

Sixth Defendant:

IAN MAURICE FERGIJSON
AND

CERTIFICATE OF EXHIBIT
Filed on behalf of the Defendants

Fomi 47, Version 2
Unifonn Civil Procedure Rules 1999
Rule 435

Cmve F Palmer

Level 17,240 Queen Street
Brisbane QLD 4000

Tel: (07) 38322044
Email: pilbera@yahoo. coin

 Seventh Defendant:

MINERALOGY PTY LTD ACN 010 582680
AND

Eig}Ith Defendant:

PALMER LEISURE AUSTRALIA PTY LTD
ACN 152386617
AND

Ninth Defendant:

PALMER LEISURE COOLUM PTY LTD
ACN 146828 122
AND

Tenth Defendant:

FAIRWAY COAL FTY LTD
ACN 127220642
AND

Eleventh Defendant:

CART PROVIDER Fry LTD
ACN 119455837
AND

Twelfth Defendant:

COEUR DE LEON INVESTMENTS
PTY LTD ACN 006334872
AND

Thirteenth Defendant:

COEUR IDE LEON HOLDINGS PTY LTD
ACN 003209934
AND

Fourteenth Defendant:

CLOSERIDGE Fry LTD CAN 010 560 157
AND

Fifteenth Defendant:

WARATAH COAL Pry LTD
ACN 1/4/65669
AND

Sixteenth Defendant:

CHINA FIRST PTY LTD ACN 135588411
AND

Seventeenth Defendant:

COLD MOUNTAIN STUD lPTY LTD
ACN 119455248
AND

 -3-

EVGENIA BEDNOVA

Eigliteenth Defendant:

AND
Nineteenth Defendant:

ALEXANDER CLIEORGi. 11EV SoKOLov
AND

Twentieth Defendant:

ZHENGHONG ZHANG
AND

Twenty-First Defendant:

SCI LE COEIJR DE L'OCEAN

CERTIFICATE OF EXHIBIT

Exhibits DW-18 to DW-22 to the affidavit of Daren Wolfe affinned on 17 January 2018
Exhibit
Number

Description

Page Numbers

DW-18

Agreement with Glencore for the sale of nickel compacts

I - 14

DW-19

Minutes of QNM shareholders' meeting on I Sep 2016

15

DW-20

Minutes of QNR shareholders' meeting on I Sep 2016

16

DW-21

Minutes of QNM shareholders' meeting on I Sep 2016

17-18

DW-22

Minutes of QNR shareholders' meeting on I Sep 2016

19-20
^

SS\0, . .. DEC(

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* 0.21, P';^=:> : - ^*' ,'^','
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Signed:

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Taken by:

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Justice of the Peace I Senei^

 "DW- 18"

GLENCOR^
INTERNATIONAL AC

CONTRACT No. 227-09-15539-F

TmS CONTRACT is mude on 4th August 2009.
BETWE^I':

QUEENSLAND NICKEL Pry LTD
ABN 85 009 842 068

I Greenvale Street
Yabulu

QLD, 4818
AUSTRALIA

0'1ereir^fter called the "Manager" or the "Seller")
Qin METALS pry LTD
ACN 066656575

I Greenvale Street
Yabulu

QLD, 4818
AUSTRALIA

01ereiriafter called the "QinM")
QNI RESOURCES Pry LTD
ACN 0541/7921

I Greenvale Street
Yabulti

QLD, 4818
AUSTRALIA

0'1ereinafter called the "QinR")
GLENCORE D\1'1ERNAnONAL AG
Baarermattstrasse 3
P. 0. Box 777
6341 Baar

Switzerland

(hereinafter called the "Buyer")

WHEREAS QNl^^I and QNIR, co-joint venturers under Australian law, respectively
own 20 percent and 80 percent of the Yabulu refinery located 25 kilometres north-west
Baarermattstrasse 3 . P. 0. Box 777 . CH-6341 Baar . Switzerland

Telephone (041) 7092000 . Telefax (041) 7093000 . Telex 865272

001

 GLENCORE

Contract No. 2274)9-15539-P

Page 2

of Townsville and all production thereftom. The Yabulu refinery is managed by the
Manager.

WHEREAS the Manager, on behalf of each of QN^I and QNER. (on a joint and several

basis), in its capadty as a Sener agrees to sell, and the Buyer agrees to purchase, all
Material (defined below) produced at the Yabulu refinery, and as parr of the sale and
purchase transaction, the Buyer agrees to provide to the Sener an interest free line of
credit in the form of a pre-payment mediariism as set out below for an aggregate

amount up to Us080 million or such greater amount which can be supported by
deliveries of compacts in accordance with the tenns set out below, in each case, subject
to and conditional upon the tern^ and conditions herein
THE PARnES AGREES As FOLLOWS:
I.

MATERIAL:

Prim^y nickel in the fom, of compacts which meets the
spedfications set out in Armexure B.
Should the Sener produce material not cordoLLLULig to
limitinum/muximium specifications contair. ed in

Armexure B, the parties shall meet to mutually agree the
price (including a discount component) for such noncor^or, ,,., g muterial on a case-by-case basis.
Am initial tenn of five years and one month coriumendng I
December 2009 to 31 December 2014, thereafter the

Contract shall autoir, atically renew for flirther teLub of
five years each unless and until one party provides to the
other written teLLLit. ,ation notice at least six calendar

months prior to the e>cpiration of the then prevailing fiveyear term
QUANTITY:

1009'0 of the armual nichel compact production of the

Yabulu plant owned by the Sener which is estirnated to be
23'000MT (+/-109".) per armorn.

The Seiner shall provide armual production forecasts and
schedules tritee mont}, s prior to start of each calendar
year.

The Seller shall thereafter provide monthly and

a^ee monthly forecast schedules in advance to Buyer
ATiy disruptions to production and delivery schedules
shall be promptly COLLuiiuriicated to the Buyer.
DELIVERY:

FOB Townsville/Australia (Incotenris 2000).

Material shall be packed in non-returnable bags
contairitng 2000kg of Material or, subject to the parties'
agreement, in bulk contair, ers.

002

 GLENcoR^

Contract No. 227-09-15539-P

Page 3

The Buyer shall use its reasonable codeavours to advise
the Seller of its vessel nomination and the required

tonnage for a calendar month at the latest by the 15'' day
of that month. Should the Buyer fail to do so or not
provide vessel normriations for the full available quantity
of Material, the Seller shall consult with the Buyer to

confirm delivery trustructions. Failing clear instructions
from the Buyer after such coneultation, the Sener shaU
deliver the Material to the bonded warehouse in

TownsviMe nom^ted by the Buyer and the immediately
proceedir, g paragraph SI^U apply.
Notwit}1st andirig any of the above, the Buyer may at its
option, by one month's advance notice to the Sener, elect
to store Material in a bonded warehouse in TownsviUe

nomiriated by the Buyer for any period of time. Freight,
insurance and packaging parity of Yabulu refinery to FOB
Townsville and warehouse rental cost shall be for Buyer's
account, provided that, the Seller shall rernair, responsible
for delivering the Material FOB TownsviUe from the
warehouse indudirig all assodated costs thereto. in which
case, the last paragraph of the "Final Payment"
Payment/Firiandrig dause shall apply
The Sener, at the request of the Buyer, shall orgariize
delivery of the Material to an alternative destination and
any costs above FOB Townsville shall be for the Buyer's
account.

The parties agree to cooperate on the provision of
logistical services such that overall freight costs are
In^nitzed.
PRICE:

Official LlvlE cash settlement quotation for nickel

averaged over the Quotational Period (defined below) less
3.5% discount, provided that, such discount shall at a
minimum be Us0350 per ton of compacts.
QUOTAnONAL

Second month after month of delivery.

PERIOD:
PAYMENT/

All payments shall be made in U. S. Dollars.

FINANCING:
Advance Pa

ent

Provisional purchase price shall be based on a provisional

quotational period of "month prior to month of
availability".

003

 GLENcoRE

Page 4

Contract No. 227-co-15539-P

ATL advance payment of up to 93% of the provisional

purchase price shall be paid once Material is available ex
refinery gate and upon the Seiner's presentation to the
Buyer of foUowirig fax copy documents by telegraphic

tramsfer into Seller's nominated bank account with latest

value date 3 (tiree) working days:
(a) Seller's original conu, ,erdalinvoice;
(b) Seller's certificate of analysis;

(c) Seller's weight certificate;
(d) Seller's pad<ing list;
(e) firsurance certificate covering 1109"0 of invoice
value; and

(f) Holding and title certificate evidendng the Buyer's
title over the Materials.

Full set of original trar, sportation documents to be
released by the Sener to the Buyer upon the Seller's receipt
of funds, or later, as agreed by the parties.

SnOuld the Seller produce material not conforming to
Trimmum/maximum spedfications contairLed in

Armexure B, the Buyer agrees to continue to make
advance payments subject to a deduction of an amount
equivalent to 29'0 of the provisional price.
^;
The difference between the final value of the Material and

the Buyer's advance payments received by Seller shall be
paid by the Buyer to the Seller by telegraphic tramfer
within 3 (truee) working days after all final price, quality
and weight are kilown. Such payment together with the
advance payment shaU constitute full payment for the
Materials.

Should the final value of the Material be less tlian the

advance payment, the shortfall shall be paid by the Seller
to the Buyer by the Buyer setting off the shortfall against
next month's advance payment.

Without prejudice to the Buyer's rights to make quality
and weight clanns, where, at the election of the Buyer,

Material is stored in bonded warehouse, the final value of

such Material shall be deterTrimed using (1) the weight as

indicated on the Sener's weight certificate; and (2) the date
of the warehouse's confirmation of receipt as the delivery
date for the purposes of detertintitng the price.

004

 GLENCOR:E
8.

Contract No. 227-09-15539-P

Page 5

TRANSPARENCY: The Seller shall have the rigl'It from time to time to request

tifformation with respect to receivers to whom the
Material is then on-sold by the Buyer, The Buyer SI^it

provide such receiver information to the Setter and invite
the Seller to attend meetings with the receivers
COUNTERPARTS: This Contract may be executed in counterparts, each of
which shall constitute an original, but all of which when

taken together shall constitute a single contract. Delivery
of an executed counterpart of a signature page of flits

Contract by facsiinile shall be effective as delivery of a
manually executed counterpart of this Contract.
10.

OTHER TERMS

All other tern. rs and conditions are set out in Armexures A,

AND

B and C which shall form integral parts of this Contract.

CONDITIONS:

The relriainder of the page is intentionally left blank

005

 GLENcoRE

Page 6

Contract No. 227-09-15539-P

ACCEPTED

Signed and stamped by

QUEENSLAND NICKEL ETY LTD
by its duly authorized
director/company secretary*

QUEENSLAND NICKEL Pirv LTD

by its duly authorized director
punstiant to SI27 of the
Australian Corporations Act 2001

punsuarIt to SI27 of the

Printed Full Name:

Printed Full Name:

Qin METALS ETX LTD

QNI METALS Fry LTD

by its duly authorized director

by its duly authorized

punsuarLt to SI27 of the
Australian Corporations Act 2001

parsuant to SI27 of the

Printed Full Name:

Printed Full Name:

QNI RESOURCES PTY LTD

QNI RESOURCES Err LTD

by its duly authorized director

by its duly authorized

punsuant to SI27 of the
Australian Corporations Act 2001

parsuant to SI27 of the

Printed Full Name

Printed Full Name:

Australian Corporations Act 2001

director/company secretary"
Australian Corporations Act 2001

director/company secretary*
Australian Corporations Act 2001

*Delete as appropriate

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GLENCORE tN'I'ERNATIONAL AC

by its duly authorized officer
Printed Full Name:^^t^L.

-<,

CORE INTERNAnONAL AC

I y its duly authorized officer
Name:lotti. Greriache, : Ha!^,, u. ,u,

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"

 GLENCOR^
INTERNATIONAL AC

mine an re A

UNIFORM TERMS AND CONDITIONS
Introduction
I.

These terms and conditions of purchase ("Coltditio"s"), the attached Clericore
kiten^tional AC Contract No. 227-09-15539-P dated 4'' August 2009 ("P, ,7th"se
Cointr"of'), Armexore B ("TVp, t"I Mater, '"I Specific"tio"s") and Annexore C ("Ass, ,y
Procedt, res for Q"earsl",,, I Nickel Coinp"ats") constitute the entire agreemerit

(' 'Agree, "a, t") between the Seller and the Buyer with respect to the sale and purchase of
the Material described in the Purchase Contract.

The Seller corLfiriris and acknowledges that by signing the Purchase Contract, it has

accepted this Agreement and agrees to be legally bound by this Agreeinant.
in the event of inconsistency between the Conditions and the Purchase Contract, the latter
shall prevail.
Title & Risk
4.

Title in the Materials shall pass to the Buyer upon first paymerit. Risk in the Materials
shall pass to the Buyer in accordance with INCOTERMS 2000. Unless otherwise specified
hereiri INCOTERMS 2000 and/or any amendments or replacement thereof shall apply.

Quality Claims:

5. Subject to dause 6, the Seller's or its no, Lullee's assays shall be final and binding on the
parties, provided that, the Seiner adheres to assay procedures set out in Amiexure C.
Notwit1'1starithng clause 5, quality clad, T's, if any, shall be notified to the Seller in withg

windn 60 (sixty) calendar days from the arrival of carrying vessel at discharge port and
completion of discharge of the Material. If a quality claim has been lodged by the Buyer
wift'tin the foiefrarne as set out above, the Seller has the right to request inspection,

sinnphng and assaying of the Material in question. Such operation shall be carried out by
a inutuaUy acceptable and internationally reco^Iized surveyor. Findings established by
such procedure shall be binding as final and binding on the parties for deteLLLit. Iation of
the actual quality of Material delivered. Costs thereof shall be borne by the losing party.

Baarermattstrasse 3 . P. 0. Box 777 . CH-6341 Baar . Switzerland

Telephone +4/4/7092000 . Telefax +4141 7093000

008

 GLENCOR^

Page 2

Weigl, t Discrepandes:

7. Subject to clause 8, the Seller's or its nominee's deterInitiation of weig}'It shall be final and
binding on the parties, provided that, the Sener adheres to wei^trig procedures using
independently certified and canbrated scales.

Noh"'ithstandirig clause 7, the Buyer shall have the rig}'It to make weight claims by
notifying the Seller in writing within 10 (ten) calendar days from the arrival of carrying
vessel at discharge port and completion of discharge of the Material, provided that the
differonce between the weigl'Its deteLuit. .ed by each of the Seiner and the Buyer or their

respective nouitiiees is greater than 0.3% of the weight detennined by the Seller for each
individual lot. The Sener shall have the rigl. It to request reweighing of material in the

preser, ce of his nominated represeritative. Such reweig}ling shall be carried out by a
mutually acceptable and internationally recogriized surveyor. The weight established by
such reweigl'ting shall be binding as final for both parties for determination of the actual
weigl'It of Material delivered. Costs thereof shaU be borne by the party whose
determination of the weight is farthest from the weigl'It established by such rewei^ling
or, if the weight established by such reweigldrig is nitd-way between the two, the costs
shall be borne equally by the parties.
Limitation of Liability:
9.

in no event shall the Seller be liable for any indirect, sperial, indderital or consequential

damages (including loss of profits) resulting from the Seller's perforrnance or nonperformance of its obligations hereunder or any third party's purchase, use, possession or
disposal of any of the Material,
ISPS Code
10.

The Buyer warrants that any vessel which it nominates in connection with this
Agreernent complies with the requirements of the ISPS Code and/or the Us Maritime
Transportation Security Act 2002 ("MTSA") (as applicable). The Seller warrants that any
port at which the goods sold under this Agreement are or are intended to be loaded
complies with the requirements of the ISPS Code and/or MTSA (as applicable). The Buyer
shall be responsible for any and all cost, expertse, loss and damage arising out of or in
connection with the fallure of the vessel or its owners or charterers to comply with the

requiren'lents of the ISPS Code and/or MTSA (as applicable) and any time thereby lost
shall not count as used layimie or time on demurrage. The Seller shall be responsible for
any and all cost, experise, loss and damage arising out of or in connection with any failure
by the load port to comply with the requirements of the ISPS Code and/or MTSA (as
applicable) and any time thereby lost shall count as used laytime or time on demurrage.
Force Majeure
11.

Neither party to nits contract shall be liable for any delay in perfoLiiit, ,g or failure to
perfonn its obligations (except for delay or failure to pay money when due) due to events
of Force Majeure including but not limited to war, blockade, revolution, riot, insurrection,
dvil co, lullotion, strike, lockout, explosion, fire, flood, storm, tempest, earthquake,
009

 GLENcoRE

Page 3

regulations or orders, including but not hintted to prohibition of export or import and/ or
any other cause or causes beyond reasonable control of the Seller or the Buyer and/or
Buyer's receiver whether or not similar to the causes anumerated above. Failure to deliver
or to accept delivery in whole or in part because of the occorronce of an event of Force
Majeure shall not constitute a default hereunder or subject either party to liability for any
resulting loss or damage.

Upon the ocLLLLLance of any event of Force Majeure, the party affected by the event of
Force Majeure shall promptly notify the other party hereto in writing of such event and
shall specify in reasonable detail the facts constituting such everit of Force Majeure.
Where such notice is not given within the tone required, Force Majeure shall not justify
the non-fixffilvnerit of any obligations under flits contract.
13.

Both parties agee to use their respective reasonable efforts to cure any everit of Force
Majeure to the extent that it is reasonably possible to do so, it being understood that the
settlement of strikes, lockouts, and any other industrial disputes shall be within the sole
discretion of the party asserting Force Majeure.

14.

in the event of Force Majeure preveriting the Sener from deriveting the material, or

preventing the Buyer from accepting such material, respectively, deliveries shaU be
cosper, ded for the duration of such Force Majeure event but if such Force Majeure shall
last more than 90 (ninety) calendar days, the tonnage involved may be cancelled with
inariediate effect by the party not having declared Force Majeure by written notice to the
other party.
Assigrm, ent
15.

Neither party shall assigri this Agreemer, t or any rigl'Its or delegate any duties under tins
Agreement, in whole or in parr, without the prior writterL conserit of the other party such
conserit sham not be umeasonably withheld; save that the Buyer or Seller may at any time

grant scourity over or assign all or any of its rigl'Its under tilts Agrearient or any
doomnerit entered into punsuant to the Agr. eement:
(a) to a than dai institution; and/or
(b) to any affiliate of the Buyer; and/or

(c) for the purpose of or in connection with the (re-)financing (whether in whole or in
part) by the Buyer or Seller of tits Agreemerit.
Material Adverse 01ange
16.

If one party ("MAC Party') becomes msolverit or is adjudged bankrupt or a receiver or
admitiistrator is appointed over it or any of its assets, or insolvency or barnoruptcy or

sinnlar proceedings are cor, un. onced in relation to it or its assets, or in the event of
circumstances which, in the reasonable opimon of the other party has, or may have a
material adverse effect on the MAC Party's ability to perform its obligations under tilts

Agreement, the other party may upon writteri notice to the MAC Party thereof (a)
teLudL, ate flits Agreemerit, or (b) suspend or defer performance of this Agreement

(including cosperiding or deferring provisional payments, as to shipment(s) in default
and/or as to any future shipmerit; and the MAC Party shall become liable for any and all
0.0

 GLEl^^R^

Page 4

cost, expanse, loss and damage whatsoever inLULLed by the other party due to the MAC
Party's exerdse of its right hereunder. Any exercise by the other party of its rights under
this clause shaM be without prejudice to any other rights or remedies available to it under
this Agreement or at law.
Representation and Warranties
17. Each party represents and warrants to other that:

(a) it has full power and authority to anter into, perform and observe its obligations
and duties under tilts Agreemerit;

(b) this Agreemerit and the tr. artsactions contemplated hereunder do not contravene its
constituent documents or any law or obligation by which it is bound or to which
any of its assets are subject or any agreemerit to which it is a party or cause a

hinttation on its powers or the powers of its directors to be exceeded; and
(c) its obligations under flits Agreemer, t are valid and binding and are eriforceable
agairist it in accordance with their terms subject to laws generally affecting
creditors' rigl'Its and to principles of equity.
Sevenbnity

18. If a provision becomes orientorceable, it shall be read down and/or severed so as to be
valid and adorceable.
Amendment
19.

No amendment of this Agreemerit shall be effective unless made in writing by the parties.

Confidentiality

20. The conterits of this Agreemerit are confider, tial. Each party and its employees,
consultants and contractors shaU hold in confiderice any copies of this Agreement and all
documents and other forms of communications required to be provided hereunder.

Nohvitl'standing the foregoing, each party may disclose tilts Agreement to its
professional advisers, or in the course of legal proceedings where such disclosure is
required by law, or to prospective lenders to such party, or to prospective transferees and
assignees who, in any case have agreed to be bound by these confidentiality provisions.
in the case of disclosures required by the regulations of any stock eXchange, the prior
written consent of the other party shall be required, such consent not to be unreasonably
withheld or delayed.
Notices
21.

Any notice given by one party to the other under this Agreemerit shall be in writing and
shall be amt by registered mall or courier or fax and shall be directed at the address and
to the attention of the persons advised by the other party. ATiy such notice shaU be
effective (a) in the case of registered mall or courier at the time of first service (pursuant to

the delivery receipt), or (b) in the case of fax at the time of transmission or on the next
0.1

 GLENcoRE

Page 5

business day if time of transihission has been outside nomial business hours at the place
of receipt. A party shall notify a change of address to the other party.
Governing Law & Dispute Resolution

22. This Agreement, including the arbitration clause, shall be governed by, interpreted and
constt. ued in accordance with the English laws excluding the United Nations Converition
on Contracts for the international Sales of Goods of April 11,1980 (CISC). any dispute,

controversy or clann arising out of or in relation to tilts Agreement shall be finally
resolved by arbitration in accordance with the London Court of international Arbitration
(which rules are deemed to be incorporated by referonce into flits clause). The seat of
arbitration shall be London. The arbitral proceedings shall be conducted in the ETiglish
language.

NO Riglits under Contracts (Rigl, ts of Third Parties) Act 1999

23. A person who is not party to this Agreement shall have no rigl'It under the Contracts
(Rights of Third Parties) Act 1999 to anforce any of its tenns and conditions.

0.2

 GLENCOR^
INTERNATIONAL AC

Armexure B

TYPICAL MATERIAL SPECIFICATIONS

QUEENSLAND NICKEL COMPACTS
ANALYSIS

T ical*

^urn^jar^urn

Ni

99.0%

98.5% rimntnum

S

0.05%

0.1% madrnum

C

0.02%

0.1% maximum

Ca

0.03%

O. I% madnum

Co

0.05%

0.1% maximium

Si

0.05%

0.5% maximum

M

0.05%

0.1% inarirnum

Mri

0.06%

0.1% maximium

Fe

0.05%

0.2% marunum

A1

0.03%

0.2% maximum

Zi'I

0.02%

0.1% inarimum

P

0,002%

0,005% maximum

Cu

0.02%

0.05% maxirnum

*A minimum of 75% of production shall meet tilts typical specification, lot size is nominally 18
metric tonnes of Material.

Baarermattstrasse 3 . P. 0. Box 777 . CH-6341 Baar . Switzerland

Telephone +4141 7092000 . Telefax +41 41 7093000

0.3

 GLENCOR^:
INTERNATIONAL AC

Annexure C

ASSAY PROCEDURES FOR QUEENSLAND NICKEL COMPACTS

The 9', Ni (by difference) is calculated using the foUowing fonnula.
%Ni = 100 - (sum of traces),

Where traces = 0, C, S, Co, Fe, Mg, Ca, Cu, Zi'I, CT, NIIi, Si, A1 and P
Several different analytical methods are required to obtain the total impurities present. The
methods of analysis to be used are:
. Oxygen (O by Lec0@ 03cygen Deter urn. ator

. Carbon (C) and Sulphur (S) by Leco@ Carbon and SUIfun Dateu, unator
. Minor trace elemerits (Co, Fe, Mg, Ca, Cu, Zi'I, CT, ^^fit, Si, A1, P) by acid digest and
analysis by InductiveIy Coupled Plasma (ICP).

(Queer, slamd Nichel Laboratory has EonEC17205 and is compliant under the Yabulu Refinery
ISO9001:2008 accreditation)

Baarermatlstrasse 3 . P. 0. Box 777 . CH-6341 Baar . Switzerland

Telephone +41 41 7092000 . Telefax +4141 7093000

014

 "DW. , 9"

Minutes of Meeting of MEMBERS of
QNI METALS PTY LTD

ACN 066656175 (the Company)
Held at 380 Queen Street, Brisbane, Queensland
at 12.45pm on I September 20.6

Present:

Nickel Resources Pty Ltd represented by Clive Palmer - Director
Nickel House Pty Ltd represented by Clive Palmer - Director
Nickel Consolidated Pty Ltd represented by Clive Palmer - Director
Jonathan Shaw (by invitation)
Daren Wolfe (by invitation)

Apologies:

Clive Mensink (Company Secretary of Nickel Resources Pty Ltd, Nickel
House Pty Ltd, and Nickel Consolidated Pty Ltd)

NOTICE OF
MEETING

IT WAS RESOLVED that adequate notice of the meeting had been
given and received.

RATIFY MINUTES IT WAS RESOLVED to ratify all actions taken by directors and
& ACTIONS

officers of the Company on behalf of the Company during the period
from 31 July 2009 to I September 2016.
IT WAS RESOLVED to ratify all minutes of Joint Venture meetings
and all actions completed by them on behalf of the Company during
the period from 31 July 2009 to I September 2016 nunc pro tunc

There being no further business the meeting closed at 12.49pm

,

Clive P mer I

Date

08/09/16

015

 "DW-20"

Minutes of Meeting of MEMBERS of
QNI RESOURCES PTY LTD

ACN 054,1792, (the Company)
Held at 380 Queen Street, Brisbane, Queensland
at 12.50pm on I September 20.6

Present:

Nickel Resources Pty Ltd represented by Clive Palmer - Director
Nickel House Pty Ltd represented by Clive Palmer - Director

Nickel Consolidated Pty Ltd represented by Clive Palmer - Director
Jonathan Shaw (by invitation)
Daren Wolfe (by invitation)
Apologies:

NOTICE OF
MEETING

Clive Mensink (Company Secretary of Nickel Resources Pty Ltd, Nickel
House Pty Ltd, and Nickel Consolidated Pty Ltd)

IT WAS RESOLVED that adequate notice of the meeting had been
given and received.

RATIFY MINUTES IT WAS RESOLVED to ratify all actions taken by directors and
officers of the Company on behalf of the Company during the period

& ACTIONS

from 31 July 2009 to I September 2016

IT WAS RESOLVED to ratify all minutes of Joint Venture meetings
and all actions completed by them on behalf of the Company during
the period from 31 July 2009 to I September 2046 nunc pro tunc.

There being no further business the meeting closed at 12.54pm

Clive Palmer

Date : 08/09/16

016

 "DW-21"
Minutes of Meeting of MEMBERS of
QNI METALS PTY LTD

ACN 066656,75 (the Company)
Held at L, 7,240 QUEEN STREET, BRISBANE, QLD

at 4:07pm on 21 November 20.7

Present:

. NICKEL CONSOLIDATED PTY LTD (shareholding : 75,839,809 shares), represented by
director Clive Palmer and acting with powers granted under the constitution by the Board
of Directors of Nickel Consolidated Pty Ltd
NICKEL PROESSING PTY LTD (shareholding: 75,839,809 shares), represented by
director Clive Palmer and acting with powers granted under the constitution by the Board
of Directors of Nickel Processing Pry Ltd
NICKEL HOUSE PTY LTD (shareholding: 3,095,502 shares), represented by director
Clive Palmer and acting with powers granted under the constitution by the Board of
Directors of Nickel House Pty Ltd
. Michael Mashayanyika attended as an observer by invitation
Apologies:

None

Chairman:

Clive Palmer was appointed Chairman of the meeting.

Resolutions:

In respect of the period I July 2009 to I8 January 2016, it was resolved to approve and ratify
all payments made by Queensland Nickel Pty Ltd as follows:
a) as agent for the Company and or as a trustee of any trust Queensland Nickel Pty Ltd
was a trustee and the Company was a beneficiary, including but riot limited to the
following:
I) 30/06/11 - 30/09/12 Styx Basin Joint Venture expenses totalling
$8,761,835.73;

2) 31/07/11 - 04/01/16 Palmer Leisure Coolum expenses and working capital
payments totalling $57,807,342.70;
3) 06/07/11 Palmer Leisure Coolum re CDLH acquisition $8,100,000.00;
4) 02/08/, I Purchase of shares in Palmer Leisure Australia by QNI Resources
and QNI Metals for $40,000,000.00;

5) 05/03/12 -, 2103/12 Coolum Resort villa acquisitions $1,238,251.57;
6) 11 1091,2 Payment to Mr Palmer $500,000.00;
7) 11/09/12 Payment to Cold Mountain Stud $50,000.00;
8) 11/09/12 Payment to Waratah Coal $1,800,000.00;
9) 30/11/12 Payment to Waretah Coal $200,000.00;
I0) 30/11/12 Payment to Cold Mountain Stud $50,000.00;
11) 30/11/12 Bora BOB net payment $9,251,459.76;
12) 30/11/12 Payment to Mr Palmer $14,380,212.83;
13) 30/11/12 Payment to Zhenghong Zhang $4,500,000.00;
14) 30/11/12 Payment to Mr Sokolov $7,669,446.84;
15) 03/12/12 Payment to Ms Bednova $959,727.00;

017

 I6) 09/09/, 2 Mr Palmer's personal expenses $37,039.34;
17) 01/04/14 Palmer Sea Reef payment $300,000.00;
18) 14/04/14 Payment to Mr Palmer $600,000.00;

19) 01/06/14 - 31/01/16 Mineralogy payments $16,425,535.54;
20) 28/07/14 Deed of Financial Assistance with Mr Fenguson $300,000.00;
21) 19/02/15 Palmer Leisure Australia payment $375,000.00;
22) 23/03/, 5 Mercedes Benz payment $77,800.00;
23) 13/05/15 Cart Provider goff carts $324,999.68;
24) 30/06/, 5 Fairway Coal $401,231.00;
25) 01/11/13 Sale of Avica Resort to Mr Palmer for $7,900,000.00;
26) 04/1 0113 Sale of vintage cars from QNI Resources to Mr Palmer for
$5,007,000.00;

27) 30/06/14 Tripartite agreement between Mineralogy Pty Ltd, Queensland Nickel

Pty Ltd and Clive Palmer to offset loans payable to Clive Palmer and payable
from Mineralogy for $20,000,000.00; and
by all payments made at the direction of Cllve F Palmer.

It was resolved to ratify all directions given by Cllve F Palner to Queensland Nickel Ply Ltd
given in whatever capacity in the period I July 2009 to 30 March 2016.

It was resolved to ratify and approve all actions, payments, and adjvities of Clive Palmer for
the period I July 2009 to the date hereof

It was resolved, ratified, and confirmed that Clive F Palmer has and had full authority to act
for and on the Company's behalf at all times and for all purposes from I July 2009 to the date
hereof.

There being no further business the meeting was declared closed.
Signed as a true and correct record of meeting.

........................

Clive a mer - Director

0.8

 "DW-22"
Minutes of Meeting of MEMBERS of
QNI RESOURCES PTY LTD

ACN 054 ,, 792, ithe Company)
Held at L, 7,240 QUEEN STREET, BRISBANE, QLD

at 4:09pm on 21 November 2017

Present:

. NICKEL CONSOLIDATED PTY LTD (shareholding: 75,839,809 shares), represented by
director Clive Palmer and adjng with powers granted under the constitution by the Board
of Directors of Nickel Consolidated Pty Ltd
NICKEL PROESSING PTY LTD (shareholding: 75,839,809 shares), represented by
director Clive Palmer and acting with powers granted under the constitution by the Board
of Directors of Nickel Processing Pty Ltd
NICKEL HOUSE PTY LTD (shareholding: 3,095,502 shares), represented by director
Clive Palmer and acting with powers granted under the constitution by the Board of
Directors of Nickel House Pty Ltd
. Michael Mashayanyika attended as an observer by invitation
Apologies:

None

Chairman:

Clive Palmer was appointed Chairman of the meeting.

Resolutions:

In respect of the period I July 2009 to 18 January 2016, it was resolved to approve and ratiry
all payments made by Queensland Nickel Pty Ltd as follows:
a) as agent for the Company and or as a trustee of any trust Queensland Nickel Pty Ltd
was a trustee and the Company was a beneficiary, including but riot limited to the
following:
I ) 30/06/I I - 30/09/, 2 Styx Basin Joint Venture expenses totalling
$8,761,835.73;

2) 31/07/11 - 04/01/16 Palmer Leisure Coolum expenses and working capital
payments totalling $57,807,342.70;
3) 06/07/11 Palmer Leisure Coolum re CDLH acquisition $8,100,000.00;
4) 02/08/, I Purchase of shares in Palmer Leisure Australia by ONI Resources
and QNI Metals for $40,000,000.00;

5) 05/03/12 - 12/03/12 Coolum Resort villa acquisitions $1,238,251.57;
6) 11/09/12 Payment to Mr Palmer $500,000.00;
7) 11/09/12 Payment to Cold Mountain Stud $50,000.00;
8) 11/09/12 Payment to Waratah Coal $1,800,000.00;
9) 30/11/12 Payment to Waretah Coal $200,000.00;
10) 30/11/12 Payment to Cold Mountain Stud $50,000.00;
11) 30/11/12 Bora Bora resort net payment $9,251,459.76;
12) 30/11/12 Payment to Mr Palmer $14,380,212.83;
13) 30/11/12 Payment to Zfienghong Zhang $4,500,000.00;
14) 30/1 1/12 Payment to Mr Sotolov $7,669,446.84;

0.9

 15) 03/12/12 Payment to Ms Bednova $959,727.00;

16) 09/09/12 Mr Palmer's personal expenses $37,039.34;
17) 01/04/14 Palmer Sea Reef payment $300,000.00;
18) I 4104/14 Payment to Mr Palmer $600,000.00;
19) 01/06/14 - 31/01/16 Mineralogy payments $16,425,535.54;

20) 28/07/14 Deed of Financial Assistance with Mr Fenguson $300,000.00;
21) I9102/15 Palmer Leisure Australia payment $375,000.00;
22) 23/03/, 5 Mercedes Benz payment $77,800.00;
23) 13/05/, 5 Cart Provider goff carts $324,999.68;
24) 30/06/, 5 Fairway Coal $401,231.00;

25) 01/11/13 Sale of Avica Resort to Mr Palmer for $7,900,000.00;
26) 04/1 0113 Sale of vintage cars from QNI Resources to Mr Palmer for
$5,007,000.00;

27) 30/06/14 Tripartite agreement between Mineralogy Pty Ltd, Queensland Nickel
Pty Ltd and Clive Palmer to offset loans payable to Clive Palmer and payable
from Mineralogy for $20,000,000.00; and
by all payments made at the direction of Clive F Palmer
It was resolved to ratify all directions given by Cmve F Palmer to Queensland Nickel Pty Ltd

given in whatever capacity in the period I July 2009 to 30 March 2016.
It was resolved to ratify and approve all actions, payments, and activities of Clive Palmer for
the period I July 2009 to the date hereof.
It was resolved, ratified, and confirmed that Clive F Palmer has and had full authority to act
for and on the Company's behalf at all times and for all purposes from I July 2009 to the date
hereof.

There being no further business the meeting was declared closed.
Signed as a true and correct record of meeting.

Cliv

a

Director

020