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THIS MINING LEASE AGREEMENT (hereinafter called "the Mining Lease")
is made the 30 day of.......April ............2018 BETWEEN THE GOVERNMENT OF
THE REPUBLIC OF GHANA (hereinafter called "the Government") acting by KWAKU
ASOMAH-CHEREMEH, the Minister of Lands and Natural Resources (hereinafter
called "The Minister") of the one part and ADAMUS RESOURCES LIMITED with
registered address at HNO. Y/A15, AUGUSTO NETO ROAD, AIRPORT
AREA - ACCRA, KAPMB 93, AIRPORT - ACCRA, GHANA (hereinafter
Company") of the other part.
The Government is desirous of developing its mineral
manner as will ensure that the maximum possible benefits
nation from the exploitation of minerals and seeks companies that
the necessary financial, technical and human resources to exploit the
B. The Company warrants that it has the financial, technical and human
resources required for undertaking the mining operations efficiently and has
declared itself willing to engage in mining in Ghana;
C. The Government has therefore agreed to grant the Company a Mining Lease
on the terms and conditions provided for in this Agreement.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS:
1. GRANT OF MINING RIGHTS
a. The authorised mineral the subject of this Mining Lease is gold
(hereinafter called "the Mineral").
b. The Government hereby grants to the Company mining rights to ALL that
piece of land described in the schedule hereto and more particularly
delineated on the map attached (hereinafter called "the Lease Area") for
a term of TEN(IO) YEARS (hereinafter called "Term") from the date of
this Mining Lease.
c. The Term may be renewed from time to time in accordance with the
Minerals and Mining Act, 2006 (Act 703).
d. The Government hereby grants to the Company the exclusive rights to
work, develop and produce the Mineral in the Lease Area for the said
Term (including transportation, processing, and storing with the rights
and powers reasonably incidental thereto) subject to the provisions of
this Mining Lease.
e. This Mining Lease is subject to ratification by Parliament in accordance
with Article 268(1) of the Constitution and section 5(4) of Act 703. Upon
the execution of this Mining Lease, the Company shall submit a certified
true copy of the Mining Lease to the Minister to be laid in Parliament for
f. The Company shall not however conduct any operations in a reserved
area, restricted area, protected area or designated area and shall not
without the prior written consent of the Minister conduct any
i. within 100 metres of any forest reserve, river, stream, building,
installation, reservoir, dam, public road, railway or area
appropriated for a railway; or
ii. within 300 metres of a pylon; or
iii. in an area occupied by a market, burial ground, cemetery or
within a town or village or an area set apart for, used,
appropriated or dedicated to a public purpose.
g. The Company shall, in accordance with Section 69 of Act 703 and
Regulation 20 of the Minerals and Mining (General) Regulations, 2012
(L.l. 2173) commence commercial production of the approved mineral
not later than twenty-four (24) months from the date of grant of this
h. The Company shall take all practical steps to avoid damage to land, trees,
crops, buildings, structures and other property in the Lease Area. Where
such damage cannot be avoided, the Company shall provide fair and
reasonable compensation in accordance with Section 72-75 of Act 703
and the Minerals and Mining (Compensation and Resettlement)
Regulations, 2012 (L.l. 2175).
i. The Company shall permit the public to use without charge and at their
sole risk, any road constructed by the Company in the Lease Area,
provided that such use does not unreasonably interfere with the
operations of the Company and such permission shall not extend to areas
designated as active mining areas.
j. No provision in this Agreement shall be deemed to confer any rights on
the Company which conflicts with the provisions of Act 703 or permits
the Company to dispense with the necessity of applying for and obtaining
any permit or authorisation which the Company may be required by Law
or Regulation to be obtained in respect of any work or activity proposed
to be carried out under this Mining Lease.
2. GRANT OF RIGHTS TO THIRD PARTIES IN THE LEASE AREA
a. Subject to Clause 6(b) of this Mining Lease, the Government may grant
mineral rights to third parties to prospect for or to enter into agreements
for the production of minerals other than the Mineral in the Lease Area,
provided that any such activity shall not unreasonably interfere with the
rights granted to the Company under this Mining Lease.
b. Where a third party applies for a mineral right under paragraph (a) of this
Mining Lease for a mineral other than the Mineral the subject of this Mining
Lease, the Minerals Commission (hereinafter called "the Commission")shall
notify the existing rights holder of the application in accordance with
Regulation 176 of the Minerals and Mining (Licensing) Regulations, 2012 (LI
c. Where the Commission gives the Company notice under this Clause, the
Company may exercise the first option to add the mineral to the existing
mineral not later than fifteen (15) days from the date of the notice, failing
which the Commission may process the application of the third party in
accordance with Law.
3. POWER OF GOVERNMENT TO EXCLUDE PARTS OF THE LEASE AREA
a. The Government may by notice in writing to the Company exclude from the
Lease Area at any time, any part which may be required for any stated public
purpose whatsoever, provided that:
i. Any part of the Lease Area so excluded shall cease to form part of the
Lease Area and no mining operations shall be conducted on the part
ii. No part of the Lease Area shall be excluded in respect of which the
Company has given prior notice specifying that such part is required
for mining operations or on which active operations have
commenced or are in progress (such as digging, excavation,
construction, installation or other works related to mining of the
minerals the subject of this Mining Lease);
iii. The Government shall not take to itself or grant to third parties the
right to mine the Mineral from any part that is excluded under this
b. The company shall be relieved of all liabilities or obligations in respect of
any part excluded under this clause except liabilities or obligations accrued
prior to such exclusion.
4. WORK OBLIGATION
The Company shall continuously operate in the Lease Area in accordance with
applicable laws and regulations and consistent with good mining practices
until such time as the reserves or deposits may be exhausted or the Mine can
no longer be economically worked or until this Agreement expires, whichever
shall be sooner.
5. CONDUCT OF OPERATION
a. The Company shall:
i. conduct all of its operations with due diligence, efficiency, safety and
economy to the maximum extent possible consistent with good
mining practices and in a proper and workmanlike manner, observing
sound technical and engineering principles and practices, using
appropriate modern and effective equipment, machinery, materials
ii. ensure conservation of resources, reclamation of land and
protection of the environment;
iii. mine the minerals using appropriate mining methods and
technologies in the Lease Area.
b. The Company shall maintain all equipment in good repair and keep all
working areas in good and safe condition and take all practical steps to:
i. prevent damage to adjoining farms and villages;
ii. avoid damage to land, trees, crops, buildings, structures and other
property in the Lease Area;
Provided that where such damage is unavoidable, the Company shall pay
fair and reasonable compensation in accordance with Section 72-75 of Act
703 and L.I.2175.
c. The Company shall fence off effectually from the adjoining lands, all pits,
shafts and other works made or used in accordance with the Minerals and
Mining (Health, Safety and Technical) Regulations, 2012 (L.l. 2182) and the
provisions of this Mining Lease.
d. The Company shall as far as is necessary or practicable provide and maintain
in good repair and condition, roads, gates, stiles and fences for the safe
occupation of the Lease Area.
e. The Company shall provide and maintain proper and sufficient drains,
culverts, arches and passageways for carrying off any waters which shall
arise or be produced or interrupted by any of the works authorised so that
the drainage of the Lease Area may not be negatively affected.
f. This Mining Lease does not permit the Company to obtain for treatment
minerals, tailings or any ore from areas that are not part of the Lease Area,
except where such minerals, tailings or ore are produced by the Company
under another Mineral Lease.
g. This Mining Lease does not permit the Company to obtain for treatment
minerals, tailings or any ore from third parties unless such minerals, tailings
or ore are produced by a mineral right holder who has obtained the
requisite licence or permit from the Minister to do so.
6. NOTIFICATION OF DISCOVERY OF OTHER MINERALS
a. The Company shall notify the Commission and the Ghana Geological
Survey of the discovery of an occurrence of any other mineral in the Lease
Area apart from the Mineral the subject of this Mining Lease.
b. In accordance with Section 15 of Act 703, the Company shall have the
first option to apply to prospect for or mine the new minerals discovered
in the Lease Area.
c. Where the Company gives notice under this Clause, the procedure
outlined under Clause 2 of this Lease shall apply.
a. The Company shall not during the subsistence of this Mining Lease remove,
dispose of or destroy, except in analyses, any cores or samples obtained
from the Lease Area without the prior written consent of the Ghana
Geological Survey and the Commission.
b. The Company shall provide the Ghana Geological Survey and the
Commission with such samples from the Lease Area as they may from time
to time reasonably request, and shall keep such samples as may be directed
by the Chief Executive Officer of the Commission.
8. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
a. The Company shall comply with the provisions of L.l. 2182 and all such
reasonable directives as may from time to time be given by the Commission
for securing the health and safety of persons engaged in or connected with
the mining operations.
b. Before undertaking an activity or operation under this Mining Lease, the
Company shall obtain the necessary approvals and permits as may be
required by law from the Forestry Commission, Water Resources
Commission and the Environmental Protection Agency or any other
9. POWER OF THE MINERALS COMMISSION TO EXECUTE CERTAIN WORKS:
Where the Company fails at any time to comply with any provisions of this
Mining Lease or applicable law and such failure is likely, in the opinion of the
Commission, to endanger the health or safety of persons, or result in damage
to mining equipment or other structures or installation, the Commission shall
after giving the Company reasonable notice, execute any works which are
deemed necessary and practicable in the circumstances and the Company
shall be liable to pay a penalty and the costs and expenses incurred by the
Commission in carrying out such works.
10. LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY
a. No provision in this Agreement shall exempt the Company from liability for
any damage, loss or injury caused to any person, property or interest as a
result of the exercise by the Company of any rights or powers granted to it
under this Mining Lease.
b. The Company shall at all times indemnify the Government and its officers
and agents against all claims and liabilities in respect of any loss suffered by
or damage done to third parties arising out of the exercise by the Company
of any rights or powers granted to it under this Mining Lease provided that
the Company shall not so indemnify the Government, its officers and agents
where the claim or liability arises out of the wrongful or negligent acts of
the Government, its officers and agents.
11. RECRUITMENT OF EXPATRIATES, TRAINING OF GHANAIANS AND USE OF
a. The Company shall engage expatriates for the Company's operations in
accordance with the provisions of the L.l. 2173.
b. The Company shall comply with L.l. 2173 in relation to the training of
Ghanaians and procurement of local goods and services.
c. Notwithstanding any penalties provided in L.l. 2173 or any other laws for
non-compliance, the Minister may suspend the Mining Lease until the
Company complies with the provisions of the law.
12. AFFILIATED COMPANY TRANSACTIONS
a. Any transaction between the Company and an affiliated company shall be
on arm's length basis, consistent with the Transfer Pricing Regulations, 2012
(L.l. 2188) and International best practice.
b. The Company shall notify the Ghana Revenue Authority and the
Commission of any and all transactions between the Company and an
affiliated company and shall supply the details relating to such transactions
to the Ghana Revenue Authority and the Commission in accordance with
any guidelines provided by the institutions.
c. The Company shall, at the request of the Ghana Revenue Authority or the
Commission, provide such justification of costs as may be required, duly
supported by an Auditor's certificate if necessary.
13. TECHNICAL RECORDS
a. The Company shall maintain at its registered and mine offices complete
technical records of its operations in the Lease Area in such form as may
from time to time be approved by the Commission and the Ghana
b. The Company shall maintain at the said off ces copies of all reports and of
all tests and analyses, geological and geophysical maps, diagrams or charts
relevant to its operations. These reports and records may be examined by
officials of the Commission and the Ghana Geological Survey or acting on
behalf of the Government or authorised in writing by the Minister.
c. The Company shall maintain at the said offices correct and intelligible plans
and sections of the mining operations, including any faults or disturbances
which have been encountered in such workings and operations. All such
plans and sections shall be made, amended and completed from actual
surveys conducted for that purpose.
d. Upon expiration or termination of this Agreement or the surrender of any
part of the Lease Area, such records and data as are required to be
maintained pursuant to this Clause shall be delivered to the Commission
and the Ghana Geological Survey in accordance with Section 71 of Act 703
and same shall become the property of the Government without charge.
14. PRODUCTION RECORDS
The Company shall maintain at its registered and Mine offices complete and
accurate records of its production in the Lease Area in such form as may from
time to time be approved by the Commission.
15. FINANCIAL RECORDS
a. The Company shall maintain at its registered and Mine offices, detailed and
complete accounts and systematic financial records of its operations as may
be required by law. The books of account shall show all revenues received
by the Company from all sources including its operations under this Mining
Lease, as well as all its expenditure.
b. The Company shall provide a clear basis for understanding and relating the
financial records and accounts to its operations.
c. The Company's books of account shall be kept in accordance with generally
accepted accounting principles.
d. The Company shall keep separately records and financial statements in
terms of Ghana currency and also in terms of U.S. Dollars or other
international currency and may record in foreign currency such claims and
liabilities as arise in such foreign currency.
e. The Company's books of account shall be audited within three (3) months
after the close of each Financial Year by a qualified auditor who is a member
of a recognised professional auditing or accounting body. Such auditing
shall not in any way imply acceptance of its results by the Government or
preclude the Government from auditing such books of account. The
Company shall deliver to the Minister without charge, copies of all or any
part of such financial records as the Minister may from time to time
a. The Company shall furnish a report each quarter, to the Minister, the
Commission and the Ghana Geological Survey, in such forms as may from
time to time be required, regarding the quantities of the approved minerals
mined in that quarter, quantities sold, the revenue received and royalties
paid or payable for that quarter and such other information as may be
required. Such reports shall be submitted not later than thirty (30) days
after the end of each quarter.
b. The Company shall furnish a report each half-year to the Minister, the
Commission and the Ghana Geological Survey in such form as may from
time to time be required, summarising the results of its operations in the
Lease Area during the half-year and records to be kept by the Company
pursuant to Clauses 14, 15 and 16 of this Mining Lease. Each report shall
include a description of any geo-scientific work carried out by the Company
in that half-year and a plan showing the Mine, installations and workings.
Such reports shall be submitted not later than forty (40) days after the half-
year to which they relate.
c. The Company shall furnish a report each Financial Year in such form as may
from time to time be required to the Commission and the Ghana Geological
Survey summarising the results of its operations in the Lease Area during
that Financial Year and the records required to be kept by the Company
pursuant to Clauses 14, 15, and 16 of this Mining Lease. Each report shall
include a description of the proposed operations for the following year with
an estimate of the production and revenue to be obtained from the
operations. Such reports shall be submitted not later than sixty (60) days
after the end of each Financial Year.
d. The Company shall furnish the Minister, the Commission and the Ghana
Geological Survey not later than three (3) months after the expiration or
termination of this Agreement, with a report giving an account of the
geology of the Lease Area including the stratigraphic and structural
conditions, together with a geological map drawn on an approved scale.
e. The Company shall furnish the Minister and the Commission, with a report
of the particulars of any proposed alteration to its Company's Regulations.
The Company shall also furnish the Minister and the Commission with a
report on the particulars of any fresh issues of shares of its capital stock or
borrowings in excess of an amount equivalent to the Stated Capital of the
Company. All such reports shall be in such form as may be required by the
Commission and shall be submitted not less than twenty-one (21) days (or
such lesser period as the Minister may agree) in advance of any proposed
alteration, fresh issue or borrowing, as the case may be.
f. The Company shall, not later than One hundred and eighty (180) days after
the end of each Financial Year, furnish the Minister and the Commission
with a copy each of its annual financial reports including a balance sheet,
profit and loss account, and all notes pertaining thereto, duly certified by a
qualified accountant who is a member of a recognised professional
accounting body. Such certificate shall not in any way imply acceptance of
such reports by the Government or preclude the Government from auditing
the Company's books of account.
g. In accordance with Regulation 3 of LI. 2173, the Company shall furnish the
Commission and the Ghana Revenue Authority with certified copies of
refinery returns not later than thirty (30) days after a shipment of minerals.
h. The Company shall also submit monthly and annual returns and any other
reports as may be required under LI 2173.
i. The Company shall also furnish the Minister, the Commission and the Ghana
Geological Survey with such other reports and information concerning its
operations as they may from time to time reasonably require.
j. The reports required under this Clause are without prejudice to any other
reports that may be required under any applicable laws or regulations.
a. Authorized Officers of the Commission or any person authorised by the
Minister in writing shall be entitled at all reasonable times to enter into and
upon any part of the Lease Area and the Company's registered office to:
i. examine the Mine workings, equipment, buildings, installation and
any other structures used in the mining operation;
ii. inspect the samples which the Company is required to keep in
accordance with the provisions of this Mining Lease;
iii. inspect and check the accuracy of the weights and measures and
weighing and measuring devices, used or kept by the Company;
iv. examine and make abstracts of the books and records kept by the
Company pursuant to this Mining Lease;
v. verify or ensure compliance by the Company with all applicable laws
and regulations and with its obligations under this Mining Lease;
vi. execute any works which the Commission may be entitled to execute
in accordance with the provisions of Act 703,Regulations and this
b. The Company shall make reasonable arrangements to facilitate any such
work or inspection, including making available employees of the Company
to render assistance with respect to any such work or inspection. All such
works and inspections shall be recorded by both the Authorized Officer and
the Company. In the case of the Company, such inspection shall be recorded
in the reports submitted each half year.
18. CONFIDENTIAL INFORMATION
a. Any information or material supplied by the Company to the Government
pursuant to the provisions of this Mining Lease shall be treated as
confidential by the Government, its officers and agents and shall not be
revealed to third parties except with the consent of the Company (which
consent shall not be unreasonably withheld) for a period of twelve (12)
months with respect to technical information and thirty-six (36) months
with respect to financial information from the date of submission of such
information or upon termination of this Mining Lease whichever is sooner.
b. Information already in the public domain shall not be treated as confidential
c. Subject to this Clause, records, documents and information furnished or
attained pursuant to this Mining Lease shall be made available for
inspection and copy by the public, on payment of the prescribed fee.
d. The Government and persons authorised by the Government may
nevertheless use any such information received from the Company for the
purpose of preparing and publishing reports or analyses relating to minerals
in Ghana and in connection with any dispute between the parties.
19. FINANCIAL OBLIGATIONS
a. The Company shall pay all fees, charges and penalties as provided under
applicable Laws and Regulations.
b. In accordance with Section 23 of Act 703 the Company shall pay an annual
ground rent to the Office of the Administrator of Stool Lands. Payment of
this amount shall be made yearly in advance, the first year's payment having
been made on or before the issue of this Mining Lease.
c. The Company shall pay an annual mineral right fee in accordance with
Section 24 of Act 703 and the applicable provisions of L.l. 2176.
d. In the event of a surrender of any part of the Lease Area pursuant to Clause
25 of this Mining Lease, no payments shall be refunded in whole or in part
for any area so surrendered for which an annual fee or charge has been paid
in advance nor shall such payments be refunded in the event of termination.
a. The Company shall pay to the Government royalty as prescribed by law.
b. The Company shall pay royalty to the Government through the Ghana
Revenue Authority in the manner that may be prescribed by law.
c. Any necessary adjustments to the royalty paid in any year shall be made
within thirty (30) days of the end of that Financial Year, except that any
over-payment of royalty shall not be refunded by the Government but shall
be credited against royalty due and payable in the following year.
d. In the event of a dispute with respect to the amount of royalty payable, the
Company shall first make payment of the lower of the disputed amounts
and shall pay immediately any further royalty which shall be agreed upon
or determined by the Ghana Revenue Authority to be payable. Such further
royalty shall carry interest at the prevailing prime rate in Ghana at the time
of the resolution of the dispute or agreement to take effect from the date
on which such amount ought originally to have been paid.
21. LATE PAYMENTS
a. Notwithstanding anything to the contrary the Company shall pay as penalty
for any late payment of any amounts due to the Government under this
Mining Lease, an amount calculated at the prevailing Bank of Ghana prime
rate for every thirty (30) days' period that the amount due remains unpaid.
b. In the event that the Company fails to make payment to the Government of
any amount due under this Mining Lease, the Government without
prejudice to any other rights and remedies to which it may be entitled, may,
after giving thirty (30) days' notice in writing, enter into or upon the Lease
Area and seize, distrain and sell, all or any of the stocks of the minerals
produced by the Company, and the plant and equipment, materials and
supplies belonging to the Company; and out of the monies obtained from
the sale in respect of such distress may retain and pay all of the arrears of
any amounts due and the costs and expenses incidental to any such distress
and sale and deliver up the surplus (if any) to the Company.
The Company shall pay tax in accordance with the applicable laws of Ghana.
23. FOREIGN EXCHANGE
All foreign exchange transactions by the Company shall be in accordance with
the laws of Ghana.
a. The Company may surrender all its rights in respect of all or any part of the
Lease Area in accordance with Regulation 199 of L.l. 2176.
b. The Company shall be relieved of all obligations in respect of the part or
parts of the Lease Area surrendered except those obligations which accrued
prior to the effective date of surrender.
c. The Company shall leave the part of the Lease Area surrendered and
everything in the Lease Area in a safe condition, and shall take all reasonable
measures in accordance with good mining practices to leave the surface of
such part of the Lease Area surrendered, in good and usable condition
having regard to ecological, drainage, reclamation and other environmental
requirements. In the event that the Company fails to do so, the Commission
shall make such part and everything thereon safe at the expense of the
d. The Company shall, on such terms and conditions as may be agreed upon
between the Government and the Company including the payment of
appropriate compensation under applicable laws, be entitled to such
wayleaves, easements or other rights through or across the surrendered
part or parts as may be necessary for its operations and such rights shall not
form part or be included in the calculation of the area of the retained part.
e. The Government may require that there be reserved over any part
surrendered such wayleaves, easements or other rights as will in its opinion
be necessary or convenient to any party to whom the Government may
subsequently grant a prospecting licence or mining lease.
25. EXTENSION OF TERM OF MINING LEASE
Where the Company applies for an extension of the term of the Lease in
accordance with Regulation 189 of L.l. 2176, the Company may be granted an
extension based on justifiable technical and financial reports and upon such
terms and conditions as may be granted by the Minister provided that the
Company is not in default in the performance of any of its obligations under
this Lease or any laws at the time of the application.
26. TERMINATION OF AGREEMENT BY COMPANY
The Company may, if in its considered opinion the Mine can no longer be
economically worked or for other stated reasons terminate this Mining Lease
by giving not less than nine (9) months' notice to the Government. Such
termination shall be without prejudice to any obligation or liability incurred
by the Company under this Mining Lease prior to the effective date of such
27. TERMINATION OF AGREEMENT BY GOVERNMENT
a. The Government may terminate this Mining Lease where the Company:
i. fails to make any payments as required under this Mining Lease or
under any law by the due date;
ii. fails to conduct its operations in accordance with the programme of
mining operations as contained in the feasibility report submitted for
obtaining this Mining Lease;
iii. is or becomes insolvent or bankrupt or enters into any agreement or
scheme of composition with its creditors or takes advantage of any
law for the benefit of debtors or goes into liquidation, whether
compulsory or voluntary, except for the purposes of reconstruction
iv. knowingly submits any false statement or gives false information to
the Government in connection with its operations;
v. fails to submit reports on its operations for more than ninety (90)
days after the reports are due;
vi. contravenes or fails to comply with any other provisions of this
b. The procedure provided in Regulation 200 of L.I. 2176 shall be applicable
where any of the events stated in paragraph (a) occurs.
c. Upon termination of this Mining Lease by the Government, every right of
the Company under this Lease shall cease (save as specifically otherwise
provided in this Lease) but subject nevertheless and without prejudice to
any obligation or liability imposed or incurred under this Lease or applicable
law prior to the effective date of termination and to such rights as the
Government may have under the law.
d. No delay, omission or course of dealing with the Company by the
Government shall impair any of its rights under this Mining Lease or be
construed to be an acquiescence or a waiver of the right of the Government
to terminate this Lease.
28. ASSETS ON TERMINATION OR EXPIRATION
a. The Company shall within six (6) months of the termination of the Mining
Lease remove the mining plant provided that the mining plant shall be
removed solely for the purpose of use by the Company or a person deriving
title through the Company, in another relevant mining activity in the
b. Where the Company fails to remove the plant after the expiration of the
period specified in paragraph (a), the Minister shall give the Company two
(2) months' notice to do so. Where the Company fails to remove the mining
plant after the expiration of the period specified in the Minister's notice,
the mining plant shall vest in the Republic without further notice.
c. No provision in this Mining Lease removes or diminishes an obligation that
the Company may have under Act 703 or an applicable law or a condition of
this Mining Lease to remove a mining plant and rehabilitate the land.
d. Notwithstanding the foregoing, the Minister, may by notice to the Company
require the removal or destruction of any assets of the Company in the
Leased Area, and where the Company does not remove or destroy such
assets within a period of thirty (30) days from the date of the Minister's
notice to that effect, the Minister shall cause such removal or destruction
at the expense of the Company and the Minister shall apply appropriate
e. The Company shall take all reasonable measures to ensure that any asset to
be transferred to the Government in accordance with this paragraph shall
be maintained in substantially the same condition in which they were at the
date of the termination or the date on which the Company reasonably knew
that such termination would occur and any such assets shall not be disposed
of, dismantled or destroyed except as specifically provided for in this
29. COMPANY'S OBLIGATIONS ON TERMINATION
a. Upon the termination or expiration of this Mining Lease, the Company shall
leave the Lease Area and everything in the area in good condition, having
regard to ecological, drainage, reclamation, environmental protection, and
health and safety requirements. In this connection, the Company shall fill
up or fence and make safe all holes and excavations in accordance with
good mining practices and to the reasonable satisfaction of the
b. The Company shall take all reasonable measures to leave the surface of the
Lease Area in usable condition and to restore all structures not the property
of the Company to their original condition. In the event that the Company
fails to do so, the Minister shall restore and make safe the Lease Area and
restore all affected structures at the expense of the Company and the
Minister shall apply the appropriate penalties.
c. The Company shall have the right to enter upon the Lease Area for the
above-mentioned purposes, subject to the rights of surface owners or
others, for a period of six (6) months from the effective date of the
termination or such longer period as the Minister may determine.
d. On the termination of this Agreement, the Company shall deliver to the
Minister the records which the Company is obliged to maintain under Act
703, this Mining Lease and any other laws and regulations, the plans and
maps of the area covered by the mining lease, and other documents,
including in electronic format, that relate to the Lease Area.
30. FORCE MAJEURE
a. Failure on the part of the Company to comply with any of the terms and
conditions of this Mining Lease (except the obligations to make payment of
monies to the Government) shall not be grounds for cancellation or give the
Government any claim for damages in so far as such failure arises from force
majeure, the Company having taken all appropriate precautions due care
and reasonable alternative measures with the objective of avoiding such
failure and of carrying out its obligations hereunder. The Company shall take
all reasonable measures to remove such inability to fulfil the obligations
under this Mining Lease with the minimum of delay.
b. For the purpose of this clause, force majeure includes acts of God, war,
insurrection, riots, earthquakes, storm, flood, fire or other adverse weather
conditions or any other event which the Company could not reasonably be
expected to prevent or control, but shall not include any event caused by a
failure to observe good mining practices or by the negligence of the
Company or any of its employees or contractors.
c. The Company shall notify the Minister within forty-eight (48) hours of any
event of force majeure affecting its ability to fulfil the conditions of this
Lease or of any events, which may endanger the natural resources or the
ecosystem of Ghana and similarly notify the Government of the restoration
of normal conditions within forty-eight (48) hours of such restoration. This
provision shall be in addition to any requirements contained in the mining
d. The Term of this Mining Lease may be extended for a period of time equal
to the period or periods during which the Company was affected by
conditions set forth in the paragraphs (a) and (b) of this clause or for such
period as may be agreed by the parties.
31. ADVERTISEMENTS, PROSPECTUSES, ETC.
Neither the Company nor any affiliated Company shall in any manner claim or
suggest, whether expressly or by implication that the Government or any
agency or official of the Government, has expressed any opinion with respect
to any mineral in the Lease Area and no statement to this effect shall be
included in or endorsed on any prospectus, notice, circular, advertisement,
press release or similar document issued by the Company or any affiliated
Company for the purpose of raising capital.
32. CO-OPERATION OF THE PARTIES
Each of the parties undertake that it will from time to time do all such acts and
make, enter into, execute, acknowledge and deliver at the request of the other
party, such supplemental or additional instruments, documents, agreements,
consents, information or otherwise as may be reasonably required for the
purpose of implementing or further assuring the rights and obligations of the
other party under this Mining Lease.
Any application, notice, consent, approval, direction, instruction or waiver shall
be in writing and shall be delivered by hand or by registered mail. Delivery by
hand shall be deemed to be effective from the time of delivery and delivery by
registered mail shall be deemed to be effective from such time as it would in
the ordinary course of registered mail be delivered to the addressee.
34. ARBITRATION AND SETTLEMENT OF DISPUTES
a. Any dispute between the parties in respect of the interpretation or
enforcement of the provisions of this document shall be settled in
accordance with the Alternative Dispute Resolution Act, 2010 (Act 798).
Notwithstanding paragraph (a), the parties may by mutual agreement,
submit any dispute for settlement by arbitration under the Arbitration Rules
of the United Nations Commission on International Trade Law ("UNCITRAL
b. Any arbitration under the UNCITRAL Rules shall be by three (3) arbitrators
unless the parties agree to a single arbitrator. The place of arbitration shall
be Accra, Ghana and the proceedings shall be in English. Ghana Law shall be
the law applicable to the proceedings.
c. No provision of this Clause shall prevent either of the parties from
requesting any judicial authority to order provisional measures prior to the
initiation of arbitration proceedings or during the proceedings for the
preservation of their respective rights.
35. ASSIGNMENT, MORTGAGE, ETC.
a. The Company shall not transfer, assign, or mortgage an interest in the
Mining Lease, or enter into a joint venture agreement in respect of the
Mining Lease, or deal in the Mining Lease in any manner without the prior
written consent of the Minister.
b. The Minister may impose such conditions as he deems fit when giving such
c. No assignment of the Mining Lease shall relieve the Company of its
obligations under this Mining Lease except to the extent that those
obligations are actually assumed by the Assignee.
d. During the term of this Mining Lease, no shares of the capital stock of the
Company may be transferred except in accordance with Act 703 and
36. EXPORTATION, SALE AND DISPOSAL OF MINERALS
a. The Company shall not export, sell or dispose of the mineral the subject of
this Mining Lease without a licence to export, sell or dispose of the mineral
granted by the Minister.
b. An application for a licence to export, sell or dispose of the mineral shall be
made in accordance with Regulation 3 of the Minerals and Mining (General)
Regulations, 2012 (L.l. 2173).
The provisions relating to offences under Act 703 are applicable to this
Mining Lease. For the avoidance of doubt, where the contravention of a
provision of this Mining Lease constitutes an offence under Act 703 or the
applicable Regulations the provisions of Act 703 shall apply.
The headings given to Clauses in this Agreement are for convenience only and
shall not affect the construction or interpretation of this document.
39. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
THE SCHEDULE ABOVE REFERRED TO:
All that piece or parcel of land containing an approximate area of
17.52km2 lying to the North of Latitudes 5° 02’ 45”N, 5° 01' 45"N and
5° Or 15"N and to the South of Latitudes 5° 03’ 30"N, 5° 03' 15"N, 5°
03' 00"N and 5° 02' 15"N and to the East of Longitudes 2° 16' 15"W, 2°
16’ 00"W and 2° 15' 45"W and to the West of Longitudes 2° 14' 15"W,
2° 14' 00"W and 2° 13' 15" W; in the Nzema East District of the Western
Region of the Republic of Ghana which piece or parcel of land is more
particularly delineated on the plan annexed hereto for the purposes
of identification and not of limitation.
IN WITNESS of which the Parties have respectively executed the original and
counterparts of this Mining Lease on the date first above written.
SIGNED, SEALED AND DELIVERED
ON BEHALF OF THE REPUBLIC OF GHANA:
By KWAKU ASOMAH-CHEREMEH, Minister for Lands and
Natural Resources, for and on behalf of the
Government of Ghana who by his execution
warrants to the other party that he is duly MIN. OF LMDS & NATURAL
authorised and empowered to enter into this RESOURCES
Agreement. P. 0. BOX M 212, ACCRA
MIN. OF LANDS & NATURAL
SIGNED, SEALED AND DELIVERED: RESOURCES
Managing Director of ADAM US- RESOURCES LIMITED
who by his execution warrants to the other party that he is
duly authorized and empowered to enter into this Agreement. ] Y/B15 Augusto Neto Road
P. O. BOX KAPMB 93,Arport
T ie nmo) Accra-Ghana
IN THE PRESENCE OF:
9351330 W 1100T; 4 010^
20MAJJO I0U 2MMIMOA
OATH OF PROOF
............... Minerals Commission MAKE OATH and SAY that
on the .St.....day of .Ap.XX....................20.0) I was present and saw
KWAKU ASOMAH-CHEREMEH, the Minister of Lands and Natural Resources duly
execute the Instru now produced to me and Marked "A" and that the said
KWAKU ASOMAHICH EMEH can read and write. 3% ourt Of
Sworn at Accra tb day of
2j ~ / NA i ■»- •4
ourt of N
LAW COURT COMPLEX - ACCRA "
REGISTRAR OF LANDS DEPONENT
to in the Oath of (ows A' Pyowo
This is the Instrument Marked "A" Refe
Sworn before me, this .
REGISIRRTGDUANUES • ACCRA
20..at ..X O'clock in the
Instrument proved before me by the Oath
of the within-named ...........to have been duly
executed by the within-named KWAKU AS AN-CHEREMEH
REGISTRAR OF LANDS
T"_MAana Ev . ACCRA
Dated this day of 20.%
GOVERNMENT OF THE REPUBLIC OF GHANA
ADAMUS RESOURCES LIMITED
FILE NO PL.2/57