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 DATED 4th MAY, 2015





























THE REPUBLIC OF GHANA














and











NEWMONT GOLDEN RIDGE LIMITED




















REVISED INVESTMENT AGREEMENT




 TABLE OF CONTENTS





Clause Page





1. Definitions and Interpretation........................................................................................1


2. Effective Date................................................................................................................5


3. Term of the Agreement..................................................................................................6


4.. Stabilisation....................................................................................................................6


5. Taxes and Duties............................................................................................................8


6. Government Carried Interest........................................................................................12


7. Financial Reporting, Currency and Adequate Capital.................................................14


8. Adequate Capital..........................................................................................................16


9. ' Affiliated Company Transactions................................................................................16


10. Miscellaneous Provisions.............................................................................................17


11. Periodic Review...........................................................................................................17


12. Employment and Training...........................................................................................18


13. Use of Ghanaian Goods and Services..........................................................................19


14. Incidental Rights..........................................................................................................19


15. Undertakings of the Government.................................................................................19


16. Conduct of Operations.................................................................................................22


17. Land and Facilities.......................................................................................................22


18. Health and Safety.........................................................................................................24


19. Confidentiality.............................................................................................................24


20. Indemnification............................................................................................................25


21. Encumbrance................................................................................................................25


22. Termination..................................................................................................................25


23. Disposition of Assets...................................................................................................27


24. Arbitration....................................................................................................................27


25. Notices.........................................................................................................................30


26. Force Majeure..............................................................................................................32


27. Entire Agreement - Modifications...............................................................................33


28. Assignment and Succession.........................................................................................33


29. Survival Provision........................................................................................................33


30. Non-Waiver of Rights..................................................................................................33


31. Severability..................................................................................................................33





Appendix A - Akyem Mining Lease





--Appendix B - CalcuIatiumsfRoyalty ---


Appendix C - Calculations of Guaranteed Payments to Government


Appendix D - Mining List





Appendix E - Current VAT MOU


THIS AGREEMENT is dated 4,h May, 2015 and made


BETWEEN:


(1) THE REPUBLIC OF GHANA, represented by the Minister of Lands and Natural


Resources and die Minister of Finance and Economic Planning (hereinafter referred to


as the “Government”)* and


(2) NEWMONT GOLDEN RIDGE LIMITED, a company with limited liability


established under the laws of Ghana (hereinafter referred to as “Golden Ridge”).


BACKGROUND:


(A) On December 18th, 2003, the Government and Golden Ridge entered into an


Investment Agreement (die “2003 Investment Agreement”) under which the


Government granted Golden Ridge certain financial and other concessions, warranties


and conditions in order to encourage investment by Golden Ridge in Ghana.


(B) Golden Ridge has made significant investment in a gold mining project in the Eastern


region of Ghana following execution of die 2003 Investment Agreement.


(C) The Government has proposed changes to certain terms of the 2003 Investment


Agreement in light of the changes in conditions in Ghana that have occurred since


2003 and in keeping with other objectives and policies that the Government wishes to


see realised with respect to the mining industry in Ghana.


(D) Golden Ridge, in a spirit of cooperation and in order to address concerns of each


Party, has agreed to revise the terms of the 2003 Investment Agreement as regards the


rights of Golden Ridge under that agreement.


THE PARTIES AGREE AS FOLLOWS each in consideration of the agreement of the


others:





1. DEFINITIONS AND INTERPRETATION


LI The following terms wherever used in this Agreement shall have the respective


meanings set forth below:


_ “2003 Investment Agreement” means the agreement between die Government and


NGGL, Rank Mining Company Limited (which has since been merged'inttrNGGL)


and Golden Ridge Resources Limited (now called Newmont Golden Ridge Limited)


that was ratified by Parliament and became effective on December 18th 2003 and that,


as regards Golden Ridge has been revised and replaced by this Agreement.


“Additional Areas” Has the meaning set forth in'Section 15.10 below:------


“Affiliate” means a legal Person that, with respect to Golden Ridge, directly or


indirectly controls, is controlled by, or is under common control with Golden Ridge.


For purposes of this section, “control” means the possession, directly or indirectly, by


one legal Person of more than fifty percent (50%) of the equity of or voting power in


. -another legal Person. •








1


 “Agreement” means this Revised Investment Agreement and includes those


provisions of the Akyem Mining Lease that are not inconsistent or in conflict with this


Revised Investment Agreement.


“Ahafo Revised Investment Agreement” means the investment agreement to be


entered into on or about the date of this Agreement between the Government and


Newmont Ghana Gold Limited which pursuant to Section 2.1 below must become


effective as a condition of this Agreement becoming effective.


\ “Akyem Mining Lease” means the two Mining Leases entered into between the





Government and Golden Ridge each dated 19 January 2010 which are pending


ratification by Parliament.


“Basic Stability Period” has the meaning given in Section 4.1.


“Centre” means The International Centre for Settlement of Investment Disputes


established under the auspices of the International Bank for Reconstruction and


Development.


“Contract Area” means all Production Areas.


“Convention” means the Convention on the Settlement of Investment Disputes


between States and Nationals of Other States opened for signature at Washington,


D.C., United States of America, on March 18,1965.


‘Development” means all preparation for the removal and recovery of Minerals,


including the construction or Installation of a mill, a Mining Plant or any other


Infrastructure to be used for the mining handling, milling beneficiation or other


U ! processing of Minerals.





“Dollar** and “US$” mean United States dollars and any other currency that is legal


tender in the United States of America.


‘Effective Date” means the date described in Section 2.


I “Equity Capital” means stockholders* equity as reflected on the balance sheet of





Golden Ridge, the balance sheet having been prepared in accordance with IFRS.


“Events of Default” has the meaning given to such term in Section 22.2._


r


“Exploration” means activities directed towards ascertaining the existence, location,


quantity, quality or commercial value of deposits of Minerals.





“Extended Stability Period” has the meaning given in Section 43.


“Extension Plan” has the meaning given to it in Section 43(a).


“Financial Year” means January 1 through December 31, or such other period as the


Parties may agree.





( v ( “Foreign Currency” means Dollars and any other currency except Ghana Cedis.


 “Ghana Cedi” means the lawful currency of Ghana and any currency that is legal


tender in Ghana.



“Government” means the Republic of Ghana, its government, and any political 

subdivision, region, branch, division, instrumentality, authority and agency thereof.


“IFRS” means International Financial Repotting Standards issued or adopted by the





International Accounting Standards Board and consistently applied.


“Indebtedness” means indebtedness for money borrowed from an Affiliate.


“Infrastructure” includes the following:





(a) immovable transportation and communication facilities (including roads,


bridges, railroads, airports, landing strips and landing pads for aircraft, hangars


and other airport facilities, garages, channels, tramways, pipelines and radio,


telephone, telegraph, telecommunications; and electronic or other forms of


communications facilities);


(b) immovable port facilities (including docks, harbours, piers, jetties,


breakwaters, terminal facilities and warehouses, and loading and unloading


facilities);


(c) immovable power, water and sewerage facilities (including electrical


generating plants and transmission lines, dams, water drains, water supply


systems and systems for disposing of tailings, plant waste and sewage); *


(d) immovable public welfare facilities (including schools, clinics and public


halls); '


(e) miscellaneous immovable facilities used primarily in connection with the


operation of any of the foregoing (including offices, machine shops, foundries,


' repair shops and warehouses);


(f) other immovable facilities used primarily in connection with or as an incident





to Operations; and


(g) movable facilities and equipment used as an integral part of the immovable


facilities described above. For purposes of this Agreement, immovable items


consist of alltangible items that are securelyaftixed and attache d "toThe" land “


or to buildings or other structures on the land. All other items arc movable


items.


“International Standards” means generally accepted world mining industry


- standards-and-procedures, due-aHowanee being mado-for-any-special circumstances-in- • • ------


Ghana.





“Law" means any constitution, law, statute, decree, rule, regulation, judicial act or


decision, judgment, order, proclamation, directive, executive order or other sovereign


act of the Government that regulates, controls or relates to Golden Ridge and to its


Operations, or that is generally applicable in Ghana.





3





1





“London Bullion Market Association Gold Fix" and “London PM Fix" have the


meaning given in Section 5.2(f)(ii)(A).


“Mineral” means any naturally occurring, inorganic ores with a defined,


characteristic chemical composition and physical properties that has economic value,


but excluding oil, gas, coal and geothermal resources.


“Mining Lease” means a right and license granted by the Government to mine and


produce Minerals in a specified area in Ghana.


“Mining Plant” means any machinery, equipment, vehicle, tool, building, mill and


plant, employees’ housing or other Infrastructure whether movable or immovable


constructed by Golden Ridge in the Contract Area or acquired by Golden Ridge and


used in connection with Operations.


“Minister” means the Minister of Government responsible for mining.


“Notice” means notice given in accordance with Section 25.


“Operations” means any and all activities and transactions conducted by or on behalf


of Golden Ridge in connection with Exploration, Development, Production and


reclamation and the financing of any of them.


“Parliament” means the Parliament of the Republic of Ghana or any successor


legislative entity or authority.


“Party” means the Government and Golden Ridge (as well as any permitted assignee


of either of them).


“Permissible Debt” has the meaning given in Section 8.1.


“Person” means any natural person and any legal person. For purposes of this


Agreement, a natural person means a human being and a legal person means a


partnership, joint venture, corporation, limited liability company, trust, estate, or any


entity that is recognized by the laws of any state as a distinct legal entity, as well as a


government or state, and any branch, division, political sub-division or region,


instrumentality, authority or agency of any government or state.


“Prevailing Market Rate of Exchange” means the predominant rate, expressed in


' Dollars, on any day during wtuen Golden Ridge^ engages UTaforeign exchange


transaction under this Agreement, at which willing sellers and willing buyers, acting


at aim’s length, in the ordinary course of business have most recently purchased or


sold or agreed to purchase or sell Ghana Cedis or any other currency except Dollars.


----<-cErndnction” mean s-the-commercial-exploitation-ofMinerals-foundin-th&-Pfodu6tion-


Area and all other activities wherever performed that are incidental thereto Including


the design, construction, installation, fabrication, operation, maintenance and repair of


Mining Plant or other Infrastructure, facilities and equipment and the mining,


excavation, extraction, recovery, handling, beneficiation, processing, milling,


stockpiling, transportation, export and sale of Minerals.


 ‘Traduction Area” means any area designated by the Akyem Mining Lease as the


“Lease Area” or a part of the Lease Area.





“Profound Changes in Circumstances” has the meaning given to such term in


Section 11.





“Royalty” has the meaning given to such term in Section 5.2(f).


“Signature Date” means the date stated at the beginning of this Agreement.


“Stability Period” means the total of the Basic Stability Period as well as any


Extended Stability Period as those terms are defined in Sections 4.1 and 4.3


respectively.


“Taxes and Duties” means any direct and indirect income, profit, excess profit,


windfall profit, additional profit, supplementary charge, gains, capital gains,


corporation, dividend, interest, financing, net worth, sales, goods, transaction, payroll,


import; export, customs, consul, inspection, foreign exchange, value added,


consumption, supply, use, turnover, severance, stumpage, cash flow, rental, land


rental, surface rental, withholding, property, land, stamp and other taxes, duties, foes,


levies, excises, rates, charges, imposts, surcharges, royalties, penalties and any other


Government imposed revenue payments of whatever nature and however called,


whether paid to the Government or to any other Person at the directive of the


Government or under Law and whether similar or dissimilar to any of the foregoing.


“Transition Period” has the meaning given in Section 8.2.


1.2 This Agreement shall be read with such changes in gender and number as the context


shall require. Headings to the clauses and sections of this Agreement are inserted for


convenience only and shall not affect its construction.


1.3 Unless otherwise stated, a reference to “hereof*, “hereunder*’, “herein” or words of


similar meaning, means this Agreement and its appendices. The words “and” and “or”


includes the conjunctive and disjunctive, as the context may require or permit. The


word “include” (and any variation of that word) means “including but not limited to”.


Each of the Parties to this Agreement have participated in the drafting and negotiating


of this Agreement and this Agreement shall not be construed against either Party as


the drafting Party.


1.4 This Agreement shall from the Effective Date supersede the 2003 investment'


Agreement and shall be the sole agreement between the Government and Golden


Ridge in respect of the Akyem Mining operations. Except as otherwise provided by


its terms, this Agreement shall have prospective effect only and the rights and


obligations of the parties under the 2003 Agreement as they relate to activities prior to


the Effective Date shall remain subject to the terms of the 2003 Agreement.- --- ---





2. EFFECTIVE DATE





2.1 This Agreement shall become effective and binding on the Parties on the latest of:


(a) the date on which it is ratified by Parliament;








5


 (b) the date on which the Akyem Mining Lease is ratified by Parliament;





r (c) the date on which the terms of Section 5 of this Agreement are approved by a





resolution of Parliament pursuant to Article 174(2) of the Constitution of


t Ghana; or


(d) the date on which the Ahafo Revised Investment Agreement becomes


effective.


2.2 The terms of this Agreement, including the provisions of Sections 22 and 24, shall


also control and govern the rights of the Parties under the Akyem Mining Lease. In


the event of any conflict between the terms of this Agreement and the Akyem Mining


Lease, the terms of this Agreement shall prevail. The Parties acknowledge and agree


that, other than to the extent of any such conflict, the Akyem Mining Lease shall


remain valid and in full force and effect.


3. TERM OF THE AGREEMENT


The original term of this Agreement shall commence on the Effective Date and,


unless sooner terminated under Section 22 below shall, subject to Sections 22 and


4.1, continue for so long as Golden Ridge (or any assignee) is the holder of the


Akyem Mining Lease and such lease is valid and in good standing.


4. STABILISATION





4.1 Except as otherwise provided in this Agreement, the Taxes and Duties payable by


Golden Ridge as set forth or described in this Agreement or as otherwise required by


Law and assessed in keeping with the terms of this Agreement shall be stabilised up


to December 31,2027 (the <(Basic Stability Period”).


4.2 During the Basic Stability Period and any Extended Stability Period, and except to the


extent otherwise provided by the terms of this Agreement, Golden Ridge shall not be


affected by any Law enacted after January 1,2014 or by any changes to any Law in


existence as of January 1,2014 if such new Law or amended Law has the effect either


of imposing upon Golden Ridge any new or additional Taxes and Duties or of altering





(a) the basis for determining or calculating the Taxes and Duties applicable to


Golden Ridge; and





(b) the level or rate of Taxes and Duties to which Golden Ridge is subject.


4.3 The Baric Stability Period shall be extended for a single additional term of five (5)


i years (the “Extended Stability Period”) after the date of its termination if:


I





i under-a-pten^the-^Extension-PIatf^rpresented-to and-aeecpted^fbr-purposes-


of this Section 4.3) by the Minister, Golden Ridge commits to make an


additional investment of at least three hundred million Dollars


r (US$300,000,000) in the mining project which is the subject of the Golden


1. Ridge Mining Lease with respect to activities not previously approved by the


i Government, provided that the period for the completion of tire Development


in connection with the additional investment described in the ^tension Plan


shall not exceed four (4)'years; and





6


tlie additional investment is projected under the Extension Plan to result in any


one of the following:


(i) an increase in gold production by Golden Ridge of at least ten per cent


(10%) when compared to the average of the three (3) calendar years


before the completion of the Development described in the Extension


Plan and financed by the additional investment;


(ii) an increase by at least three (3) years in the life of the mine which is


the subject of the Akyem Mining Lease;


(iii) an increase of at least ten per cent (10%) in the number of permanent





employees who are citizens of Ghana employed by Golden Ridge at


the mine which is the subject of the Akyem Mining Lease when


compared to 31 December of the year prior to the year in which


Golden Ridge began construction or other activity required to complete


the Development described in the Extension Plan and financed by the


additional investment; or


(iv) the satisfaction of any other measure approved by the Minister.





The Minister’s acceptance of the Extension Plan shall not be unreasonably


withheld and shall be deemed to have been given if Notice of disapproval has


not been received by Golden Ridge within 120 days of delivery of the


Extension Plan to the Minister. The Minister shall specify in writing the


grounds for non-acceptance of the Extension Plan for purposes of this


Section 4.3.


Fulfilment of the measures described in Section 4.3(b) and set forth in the





Extension Plan shall be deemed to have occurred it within one (1) year after


the completion of Development with respect to an additional investment


project, any one of the conditions set forth in Section 43(b) and as described


in the Extension Plan has been met or, in the case of Section 4.3(b)(ii), it can


be demonstrated to the reasonable satisfaction of the Minister that activities


have been completed and given effect such as will permit the attainment of


that condition.


Should tiie conditions described in Section 4.3(a) and 4.3(b) foil to be satisfied


on thebasis-and-within the period described-in Sections 43(b)-and-4.3(c) and


in the Extension Plan unless such failure is due to Force Majeure or to action


taken or inaction by the Government after acceptance of the Extension Plan


that prevents the satisfaction of any of the relevant conditions in the Extension


Plan, the Government may rescind the Extended Stability Period and Golden


Ridge will thereafter become liable for anv additional Taxes and Duties that


would have accrued but for the extension of the Basic Stability Period.


Any dispute arising out of or in relation to this Section 4.3 shall be subject to


the provisions of Section 24.











JU*'


7


5. TAXES AND DUTIES





With effect from the Effective Date and for the duration of the Basic Stability Period


and any Extended Stability Period only, the following shall apply:


5.1 General


Golden Ridge shall be subject to all Taxes and Duties in force in Ghana from time to


time under Law except:


(a) where Golden Ridge is exempt wholly or partly from the application of a Law


relating to Taxes and Duties pursuant to a validly granted authority under any


applicable Law; or


(b) as otherwise provided in this Agreement.


5.2 Stability Regime


Golden Ridge shall be subject to taxation on its income at the rates and on the basis


provided by Law except that during the Basic Stability Period and any Extended


Stability Period (notwithstanding the provisions of any Law to the contrary):


(a) Corporate Income Tax Rate and Basis





(i) the rate of corporate income tax applicable to the taxable income of


Golden Ridge derived from its Operations shall be thirty two and a half


per cent (32.5%);


(ii) subject to the other provisions of this Section 52. and, except as may


be otherwise provided by this Agreement, Golden Ridge’s taxable


income shall be determined on the basis stipulated by Law in effect on


January 1,2014 with all writeoffs, deductions, reliefs and allowances


permitted or allowed by the Law as at that date;


(ii!) Golden Ridge may deduct for purposes of determining taxable income


a fee for management and technical services provided by an Affiliate


in an annual amount that in aggregate shall be 2.25% of either


(A) total revenues from Production or other Operations in the


relevant FiHahcial’Year; or


(B) if before the start of Production or during other periods when





Production has been substantially interrupted, Development


capital expenditures in the relevant Financial Year.





The management and technical services fee of 2.25% of either total revenues


or Development capital expenditure that is permitted under this Section to be


paid during each year to an Affiliate shall for purposes of this Agreement be


deemed to represent a fair arm’s length fee as would apply between unrelated


parties in the ordinary course of business for the provision of such services.








8


 Civ) the tax written down value of any capital assets acquired by Golden


Ridge before the Effective Date having first been depreciated in


accordance with the provisions of the 2003 Investment Agreement *


(and with the addition of the five per cent (5%) uplift on class three i


assets) shall be pooled with all capital assets of the same class acquired „


after the Effective Date and thereafter depreciated as permitted by Law


in effect as of January 1,2014.





(v) Any other income earned by Golden Ridge from activities in Ghana


that is not derived directly or indirectly from Operations or Production


shall be taxable under Law.


(vi) Golden Ridge’s taxable income shall be determined in Dollars in


accordance with Law, except as otherwise provided in this Agreement.





(vii) The payments to be made by Golden Ridge to the Government under


Sections 6.1 and 6.2 shall not be deductible for the determination of


taxable income but the payment to be made pursuant to Section 6.7


shall be deductible.


(b) Local Taxes and Duties


Golden Ridge shall pay Taxes and Duties imposed by local or municipal





governments under authority granted by Law. Golden Ridge shall not be


liable to pay any such Taxes and Duties imposed by local or municipal


governments that would impose a disproportionate burden on Golden Ridge


when compared to other Persons in the same category, including Persons


engaged in exploration or mining operations in Ghana. ,





(c) Withholding Taxes


Golden Ridge shall withhold tax on any fees paid for management and


technical services on the basis and at tire rate provided by Law, except that in


the case of payment to an Affiliate for such services the rate shall be ten


percent (10%) of the amount of the fee paid, and Golden Ridge shall pay all


such amounts within the time and in the manner and place required by Law.


Except as provided in this Section, no withholding taxes or other Taxes and


Duties shall be assessed against Golden Ridge or an Affiliate with respect to


©'dividends paid to that-Affiliate; (ii) interest-paid-te-that Affiliate-to-the---


extent that such interest is equivalent to the rate that would be charged by a


third party lender to a borrower in circumstances substantially the same as


those of Golden Ridge; and (iii) any repayment of loan principal paid or


payable to that Affiliate.


(d) Capital Gains Tax








Any capital gains realized as a result of the conveyance or transfer of any


rights under this Agreement or of the Akyem Mining Lease shall be subject to


Taxes and Duties under Law provided that in the case of (i) capital gains


realized by Golden Ridge the provisions of Section 5.1 shall apply; and (ii) no











T-AA-








by Golden Ridge or an Affiliate and arising out of the realization of a


chargeable asset from a merger, amalgamation, or re-organization of Golden


Ridge or an Affiliate where the Affiliate (or Affiliates) that owns or controls


all other Affiliates involved in such transactions will retain at least a 25%


beneficial ownership interest in Golden Ridge when die conveyance or


transfer has been completed. For the purposes of this Agreement “re¬


organization” shall mean an internal restructuring or reallocation of the


ownership of Golden Ridge such that ownership passes from one Affiliate to


another.


(e) Import Duties and Excise Taxes


0) Golden Ridge shall be exempt from Taxes and Duties on the import of


plant, machinery, equipment, parts, fuels and petroleum products,


supplies and accessories, as well as other items listed in the Mining


List (a copy of which is attached hereto as Appendix D), and imported


necessarily, specifically and exclusively for Operations.


(if) Where an item becomes necessary to import for die use of Golden


Ridge as a result of advances in technology, or to replace an item on


the Mining List that has been rendered obsolete or taken out of


production or for any similar reason, Golden Ridge shall make a


representation to the Minister as to why such item is necessary for


import and should be exempt from customs import duties and tire


Minister shall give due consideration to such representation in the light


of the Mining List and applicable Law.


(f) jRoyalty


(i) Royalty Rate:





Golden Ridge shall pay to the Government in Dollars a royalty at the


percentage rate specified below on the total revenues received by


Golden Ridge from the sale of Minerals obtained from the Production


Area during each calendar month (the “Royalty”). This rate has been


increased by the addition of 0.6% as a special fee because the Golden


Ridge Operations involve mining in a forest reserve area. With the


addition of the forest reserve area special fee, the royalty rate is as


-follows:--- • - - ------


(A) gold according to a sliding scale starting at a floor of 3.6% at a





gold price below US$1,300 per ounce, increasing to 4.1% at a


gold price between US$1,300 and US$1,449.99 per ounce, to


4.6% at a gold price between US$1,450 and US$2,299.99 per


ounce and to 5.6% at a gold price of not less than US$2,300 per


ounce, as set forth and illustrated in Appendix B; and





(B) all other Minerals, at a rate pursuant to Law and subject to


Section 14.1 below.











10


The payment of Royalty by Golden Ridge to the Government shall be


made within thirty (30) days after the end of the calendar month in


which the gold or other Mineral subject to such Royalty was sold.


Appendix B hereto illustrates the basis and calculation of the Royalty. 6


(ii) Determination of Gold Price-.


(A) For the purposes of Section 5.2(f)(i)(A) above, the price for


determining the applicable Royalty rate on the sliding scale


shall be the average of the quoted gold price on the daily


London Bullion Market Association Gold Fix (the “London


PM Fix”) for each calendar month with respect to sales of gold


during such month.


(B) Should the London PM Fix cease to exist, then the Parties shall


choose an alternative market index as set forth in


Section 6.2(d).


(iii) Right to Take Royalty in Kind:


(A) The Government, acting through the Minister, may take all or a


part of the Royalty to which it is entitled in this Section 5.2(f),


in gold that has a value based on the London PM Fix (or an


alternative index in the circumstances provided for by this


Section 5.2(f) and Section 6.2(d)) equivalent to the Royalty


amount in Dollars payable to foe Government oh the day it is


payable.


(B) Where foe Government desires to take its Royalty share or part


thereof for tire next Financial Year in gold, the Minister shall


elect to do so by giving Notice to Golden Ridge not less than


six (6) months prior to foe beginning of that Financial Year.


Such election may be revoked by mutual agreement between


foe Parties if the Government gives at least one month’s Notice


before any gold to be delivered under this Section 5.2 is


scheduled for delivery.


(C) Should foe Minister make the election to take all or a part of foe


--Royalty in gold*as-described in Section-5i2^)(iii)(A) above,.foe-


Parties shall meet to agree upon the specific terms and the


process for such transfer or delivery of gold which shall be


consistent with standard practice as between buyers and sellers


of gold. If foe Parties have not agreed on the transfer, delivery


__and other terms_by a date that falls one month prior to the _


scheduled delivery date for such gold, then the Government


shall receive the Royalty in Dollars in accordance with Section


5.2(f)(1)(A) above.


 (g) Value-Added Tax





Except as otherwise provided in this Agreement, Golden Ridge shall be


exempt from the payment of Value-Added Tax (VAT) on:


(i) all items it imports, and


(ii) all local purchases of services, goods and supplies to the extent used in


connection with Operations.


Gold and other Mineral that Golden Ridge may sell for export to Persons


outside Ghana, or sell or convey to the Government pursuant to this


Agreement, shall be zero rated for VAT purposes.


Notwithstanding the above and for the avoidance of doubt, Golden Ridge shall


be subject to VAT on the items listed in Appendix E to this agreement.


The Government is in process of considering certain changes to the


administration of the VAT. When such changes are fully implemented, the


Parties agree to confer regarding any amendment of tills Section 5.2(g) as may


be jointly agreed to by them to be appropriate in the light of such changes to


the Law governing VAT.


Integrated Activity'


Golden Ridge’s Operations in respect of the Contract Area shall, for the purposes of


any Law relating to the calculation of applicable Taxes and Duties, be deemed to be a


single, integrated activity. Accordingly, all write-offs, deductions, reliefs and


allowances incurred by or on behalf of Golden Ridge relating to Operations in respect


of the Contract Area may be deducted from any income or profits of Golden Ridge


arising from the Operations for puiposes of determining any applicable Taxes and


Duties.


GOVERNMENT CARRIED INTEREST


Nature of Government Interest


In satisfaction of the requirements of section 43 of the Minerals and Mining Act; Act


703, or of any other Law that reserves for the Government a ten per cent (10%) free


carried, fixed, non-equity-interest m theuperations or uowen ±Odge"(in respect of


which financial contribution shall not be paid by the Government), the Government


shall receive and Golden Ridge shall make the following payments:


(a) a sum equal to l/9th of the total amount paid as dividends to the shareholders


----o&Golden-Ridgeon-eacIwoccasieR-when-dividends-are-distributed-by-Gelden-


Ridge, less any advance payments made pursuant to Section 6.2 below; and


(b) any guaranteed annual advance payments made pursuant to Section 6.2 below.


For the avoidance of doubt, the Parties affirm that the interest provided to the


Government and described above is a non-equity interest in Golden Ridge Operations.





1





12


6.2 Guaranteed Advance Payments to the Government





Notwithstanding any other provision of this Agreement, beginning as of January I,


2018, the fifth complete year after the start of Production of gold by Golden Ridge in


Ghana under the Akyem Mining Lease, and for each year thereafter in which the


average of the quoted gold price on the London PM Fix for such year was equal to or


more than US$1,300 per ounce, the Government shall, subject to the following


conditions having been satisfied and as an advance against the payments provided for


in Section 6.1(a) above, receive 0.6% of the gross value of all Minerals produced,


saved, sold or otherwise disposed of from the Production Area:


(a) at the end of each calendar year, the eligibility of the Government to receive


an advance payment shall be determined on the basis set forth above in this


Section 6.2, and if any advance payment is due to the Government it shall be


made by Golden Ridge not later than June 30th of the calendar year after the


calendar year with respect to which the advance payment is due;


(b) any advance payment made at any time to the Government (or to any other


Person at the Government’s direction) shall be deducted from any future


payments to which the Government is entitled under Section 6.1(a);


(O) upon termination of Operations or mine closure in respect of the Akyem


Mining Lease there shall be no recovery from the Government of the


difference between the aggregate advance payments made to the Government


under this Section 6.2 and the total amount due to the Government under


Sections 6.1 (a) and 6.5; and


(d) should the London PM Fix cease to exist or be quoted, or in any case should


the Parties so elect in writing, they may by mutual agreement designate


another objective market index as the basis for determining the average price


during a given year at which willing sellers and willing buyers acting at arm’s


length sold and bought gold at specified levels of purify during the year in


question. Once they have so agreed, then that price shall be the average price


at which for purposes of this section gold shall be deemed to have been bought


and sold during the year in question.


6.3 Permitted Payments and Distributions to Golden Ridge from Operations


GoldenrRidge shall notpay urdistributeany amount-to-an Affiliate other-tham---


(a) to repay the principal oft and to pay interest, on a loan from an Affiliate;


(b) as a distribution of dividends to an Affiliate subject to Section 6.1(a) above;


(c) as payment of management andTechmcal services feeson thebasis set torth in


this Agreement;


(d) as payment for goods or sendees provided to Golden Ridge by such Affiliate;


and


(e) as reimbursement of costs incurred by an Affiliate on behalf of Golden Ridge


and with its authorization, on a Dollar for Dollar basis. ’





13


6.4 Entitlement to Section 6.3 Payments


The Government shall not receive a payment pursuant to this Section 6 with respect to


the items specified in Section 6.3(a) to (e).


6.5 Termination Payments


On termination of Operations or mine closure, in respect of the Akyem Mining Lease,


Golden Ridge shall:


(a) pay or otherwise satisfy any liabilities including Taxes and Duties and make


appropriate provision as required by Law for unknown or contingent liabilities


(including reclamation and similar costs not otherwise provided for); and


(b) undertake reasonable efforts to collect all amounts due Golden Ridge by any


Person (or to offset any such amounts due to Golden Ridge from a Person


against amounts due to such Person by Golden Ridge as permitted by Law or


(his Agreement).


Following settlement of all such payments and offsets referred to in Section 6.5(a)


above, Golden Ridge shall pay to the Government ten per cent (10%) of its net


remaining cash and may distribute the balance remaining after such payment to (he


Government as a dividend to its shareholders without further obligation to the


Government under Sections 6.1 and 6.2.


6.6 Formula Exhibit


A formula to illustrate the basis and calculation of the distribution of payments to the


Government under this Section 6 is contained in Appendix C.


6.7 Additional Payments to be made to the Government


Golden Ridge shall pay to the Government an additional amount of four million


Dollars' (US$4 million) within thirty (30) days after the Effective Date in


consideration of the exemptions from Taxes and Duties and the special treatment of


certain items for tax purposes in Section 5 hereof.








7. FINANCIAL REPORTING, CURRENCY AND ADEQUATE CAPITAL


7.1 Currency for Accounting


Accounting by Golden Ridge under this Agreement shall be in Dollars and any





-amounts-paid-or-reeeivedT-and-obligations-ineufjfed-or-transactiotts-carried-outrin-


Ghana Cedis or in any Foreign Currency other than Dollars shall be converted to


Dollars at the Prevailing Market Rate of Bxcliange between Dollars and Ghana Cedis


or any other Foreign Currency on the date of the applicable transaction in accordance


with generally accepted accounting principles based on IFRS standards.


Notwithstanding the foregoing, and solely for informational purposes











14


 of the Government with respect to any financial year, Golden Ridge shall also keep a


set of books in Ghana Cedis.





7.2 Exchange Control


(a) Golden Ridge may, without restriction, directly or indirectly, of the





Government, obtain, hold, deal with and disburse funds in any manner,


currencies and places as it chooses, provided that, except during the last two


(2) years of Operations when no specific minimum shall apply, Golden Ridge


shall return to Ghana a minimum of 30% of its gross proceeds from the sale of


gold towards its obligations in Ghana for Taxes and Duties, wages, salaries


and employee benefits and other payments for goods and services. If any of


the gross sales proceeds of Golden Ridge result from the sale of gold within


Ghana (or from the payment of Royalties in gold under Section 5.2(f) and such


proceeds are remitted to bank accounts within Ghana or conveyed in gold to


the Government, the obligation of Golden Ridge to return a minimum of 30%


of its gross sales proceeds to Ghana shall be reduced by such amount or by the


value of any gold conveyed to the Government pursuant to Section 5.2(f) or


otherwise in an amount mutually agreed by the Parties.


(b) Subject to Section 7.2(a) above, and without limiting the rights granted in that


Section, Golden Ridge has the unrestricted and unencumbered right to sell and


receive payment for Minerals in any currency, and the proceeds from such


sales may be deposited in bank accounts outside of Ghana and held there or


remitted from there to anywhere in the world, in any currency.


(c) Golden Ridge shall maintain at least one bank account with a commercial





bank or financial institution in Ghana and, as soon as is reasonably practicable »


after a transaction with that bank, shall provide notice to the Bank of Ghana of


any dealing in foreign exchange.





(d) Golden Ridge may acquire Ghana Cedis at the Prevailing Market Rate of


Exchange, and also exchange Ghana Cedis for Foreign Currency at tire


Prevailing Market Rate of Exchange provided that any of the above


transactions in Ghana shall comply with applicable Law including any


requirement that such transactions in Ghana be conducted with Persons


authorized by Law to engage in such transactions. Additionally, any and all


transactions between the Government and Golden Ridge relating to Taxes and


Duties stated in Ghana Cedis will be conveftwl to Dollars arthe~Prevailing ---


Market Rate of Exchange except tor Golden Ridge’s withholding obligations


under Law which shall be governed by and subject to Section 73.





73 Currency of Payment





Payment of Golden Ridge’s obligations to the Government tor Taxes and Duties shall


be in Dollars, subject to Section 7.4, unless the Parties otherwise agree. Any


obligation originally stated in Ghana Cedis, or in any Foreign Currency other than


Dollars, will be converted to Dollars at the Prevailing Market Rate of Exchange.


However, Golden Ridge shall pay sums it collects on behalf of the Government,


including, but not limited to, Taxes and Duties withheld from the salaries or wages of


its employees, and any other sums payable to other Persons from which a portion is





15





9-""


• /i\





required by Law to be withheld or retained by Golden Ridge on behalf of the


Government, in the currency in which such salaries or wages or such other sums are


paid. Golden Ridge may make all other payments whether to the Government or to


other Persons in Ghana Cedis in accordance with Section 7.2(d).


j 7.4 Right to Remit and Receive Payments


Golden Ridge may remit and receive in Dollars all payments of dividends, interest,


| finance charges, principal, management and technical services tees (subject to the


limitations set forth in Section 5.2(a)(iii)) and other properly payable items arising


from, as a result of, or related to Operations.


| 8. ADEQUATE CAPITAL


8.1 Golden Ridge shall maintain a ratio of Indebtedness to Equity Capital of 2:1 or such


| other higher ratio as may be permitted by Law, excluding for these purposes any


’ Indebtedness that is non-interest bearing (any non-interest bearing Indebtedness and


other Indebtedness within the permitted ratios is referred to as “Permissible Debt”).


| The penalty tin: failure to maintain a 2.1 ratio of Indebtedness to Equity Capital shall


' be that any interest or currency exchange losses accrued and attributable to the excess


Indebtedness other than Permissible Debt shall not be deductible for the purposes of


| determining its taxable income.


8.2 Notwithstanding Section 8.1, Golden Ridge shall have up to December 31st of the


I fourth calendar year after the Effective Date to achieve a 2:1 ratio of Indebtedness to


[ Equity Capital or such higher ratio as may be permitted by Law (the transition


Period”). During the Transition Period any Indebtedness to Equity Capital that does


j not exceed 4:1 (or that is otherwise permitted by Law) shall be Permissible Debt. The


j ratio shall be determined annually by reference to the most recent audited financial


statement of Golden Ridge and if the audited financial statement should reveal that


Golden Ridge is not in compliance until the requirements of this Section 8.2, then the


penalty set forth in Section 8.1 shall apply.


9. AFFILIATED COMPANY TRANSACTIONS


9.1 Transactions including the purchases of goods and services and the provision of loans


and the accrual of interest between Golden Ridge and an Affiliate or any other Person


| of whom Golden Ridge or an Affiliate of Golden Ridge is a controller shall unless


i....... -otherwise-provided by-this-Agreementor applicabfcrfcaw be-conducted on-an arm?s-


length basis as would occur between unrelated parties and as required by Law. On


request from the Government, Golden Ridge shall provide documentation of the


prices, discounts and commissions and a copy of any contracts and other relevant


documentation related to transactions with Affiliates.


> _______________ _


] 9.2 For the purposes of this section, ‘controller* shall have the meaning given to it by


Section 111 of the Minerals and Mining Act, 2003 (Act 703).


10. MISCELLANEOUS PROVISIONS





10.1 Golden Ridge Board of Directors


The Government may nominate a Person chosen in its discretion who is qualified and





permitted under Law to serve as a member of the board of directors of Golden Ridge •«





after giving not less than thirty (30) days’ Notice of its intention to do so, and


providing the identity of the proposed director and any other information reasonably


necessary in order for Golden Ridge and the shareholders of Golden Ridge to take


such steps as are necessacy to complete such nomination. Such Person upon being


duly elected shall be subject to the confidentiality requirements generally applicable


to all Golden Ridge directors as regards the disclosure of information obtained in his


or her capacity as a director to any Persons other than the Government or Golden


Ridge or as required by Law. The director thus appointed may be removed as


permitted by Law for cause, in which event the Government may nominate a


successor.


10.2 Non-Discrimination





Except as otherwise expressly provided or permitted herein, the Government affirms


that when compared to other Persons engaged in exploration for or mining of gold in


Ghana, Golden Ridge shall have fair and equitable treatment and shall not be


discriminated against or made uniquely or disproportionately liable to obligations by


virtue of any Law or any action taken by the Government.


10.3 Governing Law S








This Agreement shall be construed and interpreted in accordance with the laws of


Ghana and by such rules and principles as are generally recognized by international


law to be applicable to an investment by nationals of one country in another country.


10.4 Joint Affirmations of file Parties





Golden Ridge shall in all respects be subject to Law and to each term of this


Agreement as regards its presence and activities in Ghana. The Government hereby


affirms that it shall also be bound by and shall honour each term of this Agreement,


and that Golden Ridge may fully rely on that affirmation. The Parties jointly further


affirm that they shall each uphold and honour the rights and remedies provided herein


-to-the other Party-including the indemnification provided-by---Seefron 20. of this.


AgreemenL





11. PERIODIC REVIEW





11.1 Profound Changes in Circumstances





For die purpose of considering Profound Changes in Circumstances from those


existing on the Effective Date or on the date of the most recent review of this


Agreement under this Section 11.1, the Government and Golden Ridge shall at the


request of tire other consult together. The Parties shall meet to review the matter


raised as soon after the request as is reasonably convenient for them both. In case


Profound Changes in Circumstances are established to have occurred, the Parties shall


Q





17


 effect such change in or clarification of this Agreement as they agree is necessary.


For purposes of this Agreement, “Profound Changes in Circumstances” shall mean


such changes in the economic conditions of the gold mining industry worldwide or in


Ghana, or such changes in die economic, political or social circumstances existing in


Ghana or elsewhere in the world at large as to result In such a material and


fundamental alteration of the conditions, assumptions and bases relied upon by the


Parties at the Effective Date (or the time after any subsequent review pursuant to this


Section 11.1) that the overall balance of equities and benefits reasonably anticipated


by them will no longer be achievable as a practical matter.





11.2 Other Consultation


In addition to the consultation provided by Section 11.1, each Party may at any time





request a consultation with the other Party with respect to any matter affecting the


rights and obligations of the Parties under this Agreement or any matter relating to


Operations. The Parties shall meet to review the matter raised as soon after such


request as is reasonably convenient for than both. Subsequent to the consultation, the


Parties shall take the action, if any, that is mutually agreed to address the matter.





12. EMPLOYMENT AND TRAINING


12.1 Employment





To the extent that Persons having the requisite skill and experience are available for


and willing to accept employment with Golden Ridge, Golden Ridge shall employ


(and shall give preference to the employment of) such qualified Persons who are


citizens of Ghana (and to such other Persons as the Law may require) for skilled


technical, administrative, financial and managerial positions in accordance with Law


for the purpose of ensuring that managerial functions of Golden Ridge at all levels


including technical and senior executive levels shall be substantially performed by


citizens of Ghana. Notwithstanding the foregoing, Golden Ridge shall have the right


freely to appoint and employ as its Chief Executive Officer, Chief Financial Officer


and Head of Operations Persons who may be either Ghanaian citizens or citizens of


any other nation, except:


(a) where any individual may be disqualified by Law from entering or residing in


Ghana; or





(b)---where-au iinlividual'is'from-a-nalfan'whose~citizens'may as ^general category


be banned by Law fiom residing or working in Ghana.


Golden Ridge shall, subject to the foregoing, also have the right at all times to choose


its employees freely and without restriction. Golden Ridge and the Government shall,


from time, to time and as permitted bv Law, determine how to_accomplish_the


objectives set forth above in this Section which shall guide and control their


deliberations and decisions. The Government shall issue such permits as may be


required by Law to allow such Persons who are not citizens of Ghana freely to enter


into, work and reside in Ghana in connection with Operations, and to depart fiom


Ghana. Any disputes arising under this section shall be considered a dispute subject


to resolution pursuant to Section 24.








18











/>.•


 12.2 Training of Ghanaians





Golden Ridge among other measures shall provide on a continuing basis for the


training of suitable Ghanaian citizens in order to qualify them for skilled, technical,


administrative and managerial positions and to meet the objectives set forth in


Section 12.1 above. Golden Ridge shall submit to the Minister a detailed program for


the recruitment and training of Ghanaian citizens in connection with Operations


pursuant to the Akyem Mining Lease and will update this program as required by


Law.





13. USE OF GHANAIAN GOODS AND SERVICES


13.1 Golden Ridge shall, in accordance with Law and to the maximum extent possible and





consistent with safety, efficiency and economy, when purchasing goods and services


required with respect to Operations, give preference to materials and goods made in


Ghana, and services provided by Ghanaian citizens (and such other Persons as the


Law may require) as well as entities incorporated or formed in Ghana and majority


owned and controlled by citizens of Ghana (and by such other Persons as the Law


may require) who receive a share of the benefits of such entities proportionate to their


ownership interest, provided that such goods and services are equal in qualify, terms,


deliveiy, service; quantify and price to, or better than, goods and services obtainable


outside Ghana. Nothing in this Section 13 shall require Golden Ridge to act upon


considerations other than commercial considerations.


14. INCIDENTAL RIGHTS





14.1 Use of Resources


Except as otherwise provided in this Agreement; Golden Ridge may, within the





Contract Area and for its own use, remove, extract and use water, gravel, sand, clay,


stone, other Minerals (except for gold, diamonds and other precious Minerals) and


timber (except for protected species, insofar as they do not interfere with or hinder


Operations) in accordance with Law.





14.2 Imports


Golden Ridge may import and use in respect of Operations, and subject to Section 23





and in accordance with Law subsequently export any machinery, equipment,


-eensumable itemsjHfeclSr explosives-and-aay-other-thing~whats©@ver- reasonably-


required with respect to Operations, including, without limitation, the items listed on


the Mining List attached hereto as Appendix D. Golden Ridge shall notify the


Minerals Commission of the export of any machinery, equipment, consumable items,


fuels or explosives and shall at ali times comply with Law regarding the safe use, sale,


__disposal and security of explosives................. _


15. UNDERTAKINGS OF THE GOVERNMENT








15.1 EIcctricify Generation aud Transmission





The Government shall not take any action that would in application or effect deprive


Golden Ridge of the right, or hamper its ability on the same basis as other industrial





19





'“f/tAi





A


users, to purchase or receive electric power sufficient to meet its reasonable needs for


the conduct of Operations in Ghana. The foregoing applies to electric power supplied


by the Government or other Persons that are providers of electric power in Ghana


under license from or authority of the Government. The Government further affirms


that Golden Ridge may, at its own cost and in accordance with Law, generate,


transmit, use and deal with electricity and lawfully obtain electric power from other


Persons who have been so authorized in Ghana by the Government. Golden Ridge


may store, treat, use and provide water in connection with Operations. With respect


to all of the foregoing, Golden Ridge may construct the necessary Infrastructure and


Mining Plant subject to foe requirements of any Law regulating foe manner in which


any of the foregoing rights shall be exercised taking into account the safety of the


public and prevention of harm to the environment


15.2 Issuance of Permits and Necessary Authorization


Requests for licenses, permits, mining titles, easements, and other authorizations


required to permit Golden Ridge to conduct Operations and activities related to


Operations shall be dealt with within the period required by Law. In all cases, the


decision to grant or deny a request for a permit or other authorization, and any license


or title, shall be made in accordance with Law.


15.3 Protection against Nationalization or Expropriation


Except as permitted and required by Article 20 of the 1992 Constitution of foe


Republic of Ghana (and subject both to prompt, adequate and effective compensation


of the affected Party in Dollars and to the rules and principles of international law as


described in Section 10.3 above), the Government undertakes and affirms that it shall


not nationalize or expropriate (or with respect to any of the following take any


measures equivalent to nationalization or expropriation):


(a) any Infrastructure or other property, movable or immovable, owned by Golden


Ridge or subject to its right to possess or use, and whether in its possession or


in the possession of its Affiliates, agents, representatives or contractors;


(b) minerals in any form resulting from the Operations;


(c) any equity, shares or ownership interests of whatever nature held in or owned


or issued by Golden Ridge or its Affiliates;


(d) any structure or entity put in place by Golden Ridge in connection with


Production; and





(e) any capital invested by Golden Ridge in Ghana.


Any "action taxen oy tKe'Govemment pbrsuanf'fo_th'e Constitution OfGhana'aT


described above, or any other action by the Government in violation of the terms of


this Section shall each entitle Golden Ridge in addition to any other remedy provided


by Law, international law or otherwise by this Agreement, to prompt payment by the


Government equivalent to the fair market value of the investment, asset or property


nationalized or expropriated immediately before the nationalization or expropriation








20








> t


(or the measures tantamount to nationalization or expropriation) took place or was


announced.


15.4 Peaceful enjoyment





The Government hereby warrants the title to, possession and peaceful enjoyment by


Golden Ridge of all rights granted by this Agreement and all of its property in Ghana


in accordance with Law.


15.5 Due Authorization


Each Party represents and warrants that it has all necessary power and authority to





execute and deliver this Agreement.


15.6 Production Area


The Akyem Production Area shall be the area covered by and subject to the Akyem


Mining Lease. Golden Ridge may apply for the extension of the term of the Akyem


Mining Lease for such additional term os permitted by Law, and the Government


agrees that it will not unreasonably refuse any application for an extension made by


Golden Ridge up to the maximum period permitted by Law, upon a showing that


sufficient Mineral reserves remain that will permit Golden Ridge to carry out


Operations for the additional term requested.


15.7 Right to Export Minerals and Other Rights





(a) Under the Akyem Mining Lease and under this Agreement, Golden Ridge has


tiie exclusive right, subject to Law, to:


(i) export and sell, without restriction by the Government or any other


Person, Minerals obtained from Operations in a Production Area to any


Person in any country or state,


00 carry on Exploration for Minerals within each Production Area,


(iiQ mine Minerals within each such Production Area,





(iv) subject to Section 12 (a), receive all income and proceeds from the


export or sale of Minerals and to deposit (hem in banks within Ghana


and outside ofGHana of its own choosing; ana


(v) exercise any other rights provided by Law to the holder of a Mining





Lease.





-(b) ---IheJSovemment, acting.thcough.the MmkteiyW tn the agreement of .


Golden Ridge acting in its sole discretion, may purchase quantities of gold


from Golden Ridge on a basis to be decided upon by the Parties at such time,


provided that the price at which the gold may be purchased shall be based on


the London PM Fix on the day of the proposed purchase.











21


15.8 Surrender of Production Area





Golden Ridge may at any time surrender all or part of a Production Area on the terms


of the Akyem Mining Lease, on giving the Minister Notice within the time and in


accordance with the process specified by Law. After surrender of all or any part of a


Production Area, the Akyem Mining Lease shall terminate with respect to the area


surrendered.


15.9 Environmental Compliance and Reclamation


Golden Ridge shall conduct Operations in order to limit to the extent practicable,


adverse impacts to the environment and to comply with Law.


15.10 Right to Additional Areas


(a) Golden Ridge directly or through an Affiliate, and as permitted by Law, may


select as additional areas to the Contract Area (the “Additional Areas”), any


unencumbered areas that have a geological relationship to adjoining


Production Areas or into which extend geological trends from the Contract


Area or from the geographic boundaries of any Mineral body discovered in the


Contract Area.


(b) On and from the date of approval by the Minister of the selection, the selected


Additional Areas shall become part of the Contract Area and toe rights and


obligations of Golden Ridge shall be increased proportionately to take into


account those Additional Areas.


16. CONDUCT OF OPERATIONS





Golden Ridge may conduct Operations by itself or through agents and contractors and shall


do so in a manner consistent with Law and as required (a) by toe terms of this Agreement and


(b) by the terms of the Akyem Mining Lease, except to toe extent that such terms are


inconsistent with the terms of this Agreement in which case toe terms of this Agreement shall


govern the rights and duties of the Parties.





17. LAND AND FACILITIES





17.1 Surface Rights


(a) Golden Ridge may, under the Akyem Mining Lease and subject to toe


requirements of Law, enter upon and utilize all land within toe Contract Area


for purposes of and incidental to Operations.





(b) Golden Ridge may, in accordance with Law, acquire private land outside toe


-eontractrArea_tliut it1 lutends-to~i


Operations being subject to toe Minister’s approval or as provided by Law),


and once so acquired any such private land shall be deemed a part of toe


Contract Area during any period of its occupancy and use by Golden Ridge for


Operations.


For the purposes of Section 17.1(b) “private land” shall mean any land other





than land subject to a lease granted by this Agreement and includes any





22


 creeks, streams, rivers, and bodies of water and their residue contained on


such land, that is owned by any Person except the Government, or as to which


any Person except the Government or Golden Ridge has a right of possession


recognized by Law.


17.2 Limitation on Exploration and Production





Nothing contained in this Section 17 shall be construed to permit Golden Ridge to


explore for Minerals or to produce Minerals found in any land that is not within a


Production Area.


17.3 Miniug Plant and the use of Public Infrastructure





(a) Golden Ridge may, subject to Law, acquire, construct, install, maintain and


operate a Mining Plant and other Infrastructure reasonably required for


Operations.


(b) Golden Ridge may use public Infrastructure, owned, operated or provided by


the Government, or by any other Person under license or authority of the


Government, to the same extent that those facilities may be used by others to


meet the needs of Golden Ridge with respect to Operations. The Government


shall ensure that any charges for the use by Golden Ridge of public


Infrastructure, as well as other terms and conditions for such use, are frdr and


reasonable and are not more onerous than those that are generally applicable to


others using similar public Infrastructure in a similar manner.


(c) To the extent reasonable in connection with Operations, Golden Ridge may


integrate any item of Mining Plant with similar items of public Infrastructure,


where it is reasonable and lawful to do so, and subject to prior consultation


with the Government.


The Government reserves the right to construct roads, highways, railroads, telegraph


and telephone lines and other lines of communication within the Contract Area, on


reasonable Notice to and after consultation with Golden Ridge. In the event of such


construction, the Government shall, within sixty (60) days after receipt of an invoice


from Golden Ridge compensate it for any damage caused to Golden Ridge property


and shall indemnify and hold Golden Ridge harmless from any claims by third parties


arising from the construction. The Government shall not engage in such construction


--- if the effect ufrdoing • so will'be~to~disrupt or interrupt-the-ccnduct of Operations-©^


Golden Ridge.


17.4 Contract Area





___ Golden Ridge shall pay ground rent at the rates required by Law for land in a


Production Area to the owner of any land subject to a Mineral Lease except for annual


ground rent for Stool Lands, which shall be paid to the Person designated by Law.


“Stool Lands” shall be lands designated as such by Law.


























17.5 Payment


Ground rent shall be payable annually in advance within the time required by Law,


and if no such time is specified for payment, then ground rent shall be paid on or


before Januaiy 15th of the Financial Year for which payment is being made, or, with


respect to the first Financial Year after the Effective Date, within ninety (90) days


after the Effective Date.


18. HEALTH AND SAFETY


Golden Ridge shall maintain health and safety standards consistent with International


Standards, its own best practices and the requirements of Law (including regular safety


training instruction for its employees) in connection with Operations and shall report to the


Government on an incident or periodic basis as may be required by Law.


19. CONFIDENTIALITY


t


19.1 Confidential Information


All information, reports, and documents exchanged between, received or acquired by


the Parties in the context of this Agreement, including those conveying geological


information, Mineral reserves, sales data, Production data, the amount set aside as a


reserve for reclamation, financial information and data and all other information


related to Operations shall be considered and treated as confidential information,


subject to Section 19.2 below and applicable Law. The Parties agree not to divulge


this confidential information to any other Person without the prior written consent of


the other Party (which consent shall not be unreasonably withheld) except in the


following cases:


(a) where the information is used by one Party in the course of arbitration or court


proceedings against the other party;


(b) where such information is made available to a third party providing services to


either Party if that third party undertakes an obligation to treat the information


as confidential and use it only for the specified purposes;


(c) where the information is provided to a bank or another financial organization


from which Golden Ridge receives financial assets, under the condition that


---------the-bank- or- financial-organization- undertakes-an- obligation-to-tceat-the____


information as confidential and use it only for the specified purposes;





(d) where disclosure of the information is required in accordance with this


Agreement or with Law, or with the laws of other jurisdictions applicable to


Golden Ridge or its Affiliates (including securities legislation that requires


disclosure' in the jurisdiction of incorporation of an Affiliate); or





(®) where the information is requested by a third party that is interested in


acquiring an interest in Golden Ridge or an Affiliate, subject to the third party


undertaking an obligation to be subject to the confidentiality obligation in this


Section 19.








24


 19.2 Public Information





The obligation of confidentiality stipulated in Section 19.1 above shall not apply to


information exchanged between the Parties that is in the public domain.


20. INDEMNIFICATION





Any breach of an obligation in this Agreement by either Party entitles the Parly aggrieved by


the breach to be indemnified by the other Party in an amount equal to the damage suffered by


the aggrieved Party subject to the limitations of Section 24. If a Party is required to make


additional payments, including payments of Taxes and Duties, because of an inability by the


Government to perform for the reasons set forth in this section or a breach as described in this


Section 20, then the party so required shall, upon an award pursuant to any arbitration under


Section 24 with respect to its right to indemnification hereunder, be entitled to set off the


amount of such additional payments against any obligation it may have to make any


payments to the other Party, including payments of Taxes and Duties.


21.. ENCUMBRANCE





Golden Ridge may mortgage, charge or otherwise encumber all or part of its interest under


this Agreement to raise, from one or more Affiliates or third parties, financing for its


Operations and other obligations under this Agreement. The Government agrees that in the


event of default by Golden Ridge a Person who holds such mortgage, charge or other


encumbrance may either conduct Operations to the same extent and on the same basis as


Golden Ridge if it is qualified under Law and has demonstrated the technical and financial


ability to conduct Operations under this Agreement or, with the prior consent of the Minister,


which consent shall not be unreasonably withheld, and as permitted by Law to exercise any


power of sale granted by any such mortgage, charge or other encumbrance.





22. TERMINATION


22.1 Termination by Golden Ridge





Golden Ridge shall have the right to terminate this Agreement (including the Akyem


Mining Lease) at any time, either in its entirety or as to any part of the Contract Area,


(the latter as provided for by Section 15.8), provided that in the case of termination of


this Agreement in its entirety, such termination will be effective 270 days after giving


Notice to the Government. Such termination shall be without prejudice to any


--obligation or liability-ineurred by GoIden-Ridge-ep-an AffiliateiiereundeF-prior to the


effective date of such termination.





22.2 Termination by the Government





The Government shall have the right to terminate this Agreement (including the


Akyem Mining Lease) only as provided herein and subject” to the provisions of


Section 24, if any of the following events (hereinafter called “Events of Default”)


shall occur and continue:





(a) Golden Ridge fails in a material way to comply with its obligations under this 'i


Agreement and the failure has a materially adverse effect on the Government;


(b) Golden Ridge: ■»








25





/y\











 (i) voluntarily makes an assignment of all or substantially all of its assets


for the benefit of creditors other than an assignment made to secure


indebtedness incurred in the ordinary course of business,





(ii) files a petition or application to any tribunal for the appointment of a


trustee or receiver for all or any substantial part of its assets,


(iii) files or commences proceedings for its bankruptcy, reorganization,


arrangement or insolvency under the laws of any jurisdiction, or if any


such petition or application is filed, or any such proceedings are


commenced against it, and Golden Ridge indicates its approval thereof,


consent thereto or acquiescence therein, or


(iv) if any order is entered appointing a trustee or receiver for Golden


Ridge, or adjudicating it bankrupt or insolvent, or approving a petition


in any such proceedings, and Golden Ridge permits such order to


remain in effect for more than ninety (90) days; or


(c) Golden Ridge ceases Production with respect to all Production Areas, fbr a


period of twenty-four (24) consecutive months unless the failure or cessation


is caused by or consented to by the Government or is caused by Force


Majeure.


22.3 Opportunity to Cure





The Government shall provide Notice to Golden Ridge of an alleged occurrence of an


Event of Default on the grounds described in Section 22.2 above and of the.


Government’s position on the matter and shall offer Golden Ridge a fair opportunity


to consult with the Government to resolve die matter. If, after a reasonable period of


consultation, the Government is of the opinion that the matter cannot be resolved by


further consultation, the Government may send to Golden Ridge Notice of the


Government’s intention to terminate this Agreement with respect to Golden Ridge. If


the Event of Default is not cured within sixty (60) days after the Notice, or within


such longer period as may be necessary to allow a reasonable period of time to effect


the cure, then this Agreement shall be terminated with respect to the Party.


22.4 Disputes Regarding Events of Default





-Notwithstanding-the-provisions- of Section-22.y if- Golden-Ridge-disputes-whether-


there has been an Event of Default and refers such dispute to arbitration in accordance


with Section 24, or demands non-binding mediation and/or conciliation as required by


i Section 24.1, within sixty (60) days after receipt of the Government’s Notice of its


intention to terminate, termination of this Agreement shall not take effect until the


_conclusion of the arbitration or non-binding mediation and/or conciliation processes,


and shall be in accordance either with an accord reached by the Parties after any


mediation or conciliation or with an arbitration award upholding the Government’s


right to terminate.














26


23. DISPOSITION OF ASSETS


On termination of this Agreement, in its entirety the Mining Plant shall remain the property


of Golden Ridge and may be transferred to an Affiliate or to a third party within or outeide


Ghana in accordance with Law. The Government may also require Golden Ridge to remove


from the Contract Area any Mining Plant, including unusable assets, which are within the


Contract Area after termination.


24. ARBITRATION


24.1 Submission to Arbitration


Any dispute between the Government and Golden Ridge that arises out of, in relation


to or in connection with this Agreement or its formation, or the validity,


interpretation, performance, termination, enforceability or breach of this Agreement


(including any dispute concerning whether the Government or Golden Ridge has


violated or is in breach of this Agreement or of any Law affecting the rights,


obligations or duties of any Party under this Agreement), for which resolution by


submission to an expert is not specifically provided elsewhere in this Agreement shall


be exclusively and finally settled by binding arbitration pursuant to the Convention


and in accordance with the rules of the Centre in effect on the Effective Date except to


the extent in conflict with this Section 24 which shall prevail under those


circumstances, provided that in any event the law governing the rights of the Parties


under this Agreement shall be determined as set forth in Section 10.3 above. Prior to


the submission of any dispute to arbitration the Parties shall consult and negotiate


with each other and use any non-binding mediation or conciliation processes available


in Ghana and, recognizing their mutual interests, attempt to reach a satisfactory


solution, provided that any such procedures need not take place in Ghana but on


demand by any Party shall take place in such other venue as the Parties may agree or


if they cannot agree then in London, England (provided that the travel and


accommodation costs of the other Party shall be borne as provided in Section 24.5


below by the Party making the demand that the mediation or conciliation take place


elsewhere than in Accra, Ghana). The Parties agree that the period set aside for


mediation shall not however bar a Party from applying for urgent interim relief In


any event if the Parties do not reach settlement within a period of 120 days after the


date on which by Notice one Party has informed the other of its intention to seek


arbitration of a dispute as provided hereunder, then, upon further Notice by any party


to the other, any unresolved claim shall proceed to arbitration pursuant to this Section


24. " '


The Parties agree that Golden Ridge’s Operations under this Agreement constitute an


“investment” due to, inter alia, the expenditure of a considerable amount of money in


Ghana, the long term nature of the Agreement and the investment into Ghana’s


--infrastructure ancHhaHor-purposes- of Artfele-2-5(±-)-of the- Convefttioib-anydispute


subject to this Section 24 is a legal dispute arising directly out of an investment


Either of the Parties to this dispute may institute arbitration proceedings by giving


Notice to the other Party and Notice to the Secretary-General of the Centre including


in each a statement of the issues in dispute.


If the Centre refuses to register any Request for Arbitration or a tribunal declines


jurisdiction under Article 25 of the Convention, then the Parties agree to arbitrate


under the UNCITRAL Rules.


24.2 Nationality for Purposes of Arbitration


Notwithstanding the incorporation in Ghana of Golden Ridge or of any of its


successors or assignees, or of any of its other Affiliates, all these entities shall be


treated under this Section 24 as if they were nationals of the United States of America


for purposes of any arbitration pursuant to the Convention and of this Agreement,


provided such entities are or are controlled by nationals of the United States of


America, except that Golden Ridge and any other such entity may, alternatively, elect


to be treated instead as a national of any other state of which, under the Convention,


international law or the law of such state, it is a national.


24.3 Arbitrators


Any arbitral tribunal constituted pursuant to this Agreement shall consist of one (1)


arbitrator to be appointed by the Government, one (1) arbitrator to be appointed by


Golden Ridge and one (1) arbitrator, who shall be the president of the tribunal and


shall be a citizen neither of Ghana nor of the United States of America (or of any


other state of which a Parly is a national under Section 24.2), to be appointed by the


Secretary-General of the Centre. In malting such appointment the Secretary-General


shall not be limited to malting an appointment from the Panel of Arbitrators. No such


arbitrator shall have an interest in the matters in dispute.


24.4 Referee


At the request of a Party, any matter otherwise subject to arbitration under this





Agreement shall instead be referred for resolution to a single referee to be appointed


by the Secretary-General of the Centre, or of any successor entity as stipulated in


Section 24.10 below, except for any dispute arising out of or related to Sections 2, 3,


4, 5, 5.3,6, 7.2, 8, 9, 10.2, 10.3, 10.4, 15.3, 15.4, 15.6, 15.7, 15.8,15.10,20,22,24 or


26 of this Agreement, which must be referred to arbitrators appointed under Section


24.3 above unless the Parties jointly agree that any such dispute is not material, in


which event it may be referred to the referee for decision at the option of either party.


The referee shall act qua expert determiner and not as arbitrator. The decision of the


referee shall be rendered pursuant to Section 24.9 of this Agreement (except as


regards ttieTequirement for a decision by majority vote)'§ft'd sfrairEefmal and binding


unless appealed by any Party to arbitrators appointed as provided in this Section 24.4


who shall examine the referee's decision only as to manifest disregard of law,


findings of feet that are not supported by any credible evidence, and abuse of


authority, misconduct or other unauthorized act by the referee.





24.5 Venue


Without prejudice to Article 62 of the Convention, and except as the Parties may


otherwise agree in writing, the Seat shall be as provided by the Convention. However,


the venue of any hearing conducted pursuant to this Agreement shall be Accra,


Ghana, provided that at the demand of either Party any such hearing may be held


either at a*place mutually agreed *to by the Parties or in 'London, England. However,





28


should either party demand that the hearing take place elsewhere than in Accra,


Chana, then the party making that demand shall be responsible to pay the reasonable


transport and accommodation costs for die representative of the other Party and of its


legal counsel as well for such witnesses resident in Accra, Ghana as the arbitral


tribunal shall determine must appear in person before it to provide testimony. Hie


arbitration proceedings shall be conducted in the English language. Subject to


Section 24.6 below, and except as otherwise provided in this Section 24.S, the arbitral


tribunal shall decide how the costs of the proceedings shall be assessed against and


borne by the Parties. Any procedural issues that cannot be determined under the


arbitral rules of the Centre shall be determined pursuant to Law. Notwithstanding the


venue of the hearing, the law governing the rights of the Parties under this Agreement


shall be determined as set forth in Section 10.3 above.


24.6 Award


The arbitrators shall, by majority vote, render a written decision stating the reasons


for their award within the time required by the applicable rules of the Centre or such


different period as the Parties shall agree. Any monetary award shall be assessed and


payable in Dollars (determined at the Prevailing Market Rate of Exchange as of the


date of the award if the award involved an obligation expressed in any currency other


than Dollars). Payment shall be through a bank designated by the recipient, and in the


case of an award to Golden Ridge, shall be exempt from any Taxes and Duties


imposed upon such award by the Government Each Party shall bear its own costs and


attorney fees. Neither Party shall have any liability for either consequential damages


(except for purposes of set off) or exemplary or punitive damages, but interest shall be


at a rate that does not to exceed the London Interbank Offering Rate (LIBOR) existing


at the time of such award, plus 6 percent per annum, multiplied by the amount of the


award, shall be assessed from the date of any monetary award until its satisfaction. If


LIBOR should cease to be reported, then the rate to be applied shall be another


substitute rate agreed to by a majority of the arbitrators.


24.7 Waiver of Defences


The Government hereby agrees not to claim and irrevocably waives any defense of


sovereign or other immunity or of the act of state doctrine to a claim asserted under


this Agreement including all claims of immunity from any suit, execution or


attachment. In addition, both Parties waive all defenses to the arbitrators’ jurisdiction


or any other legal process and from the enforcement of any arbitral or other award


rendered" by a tribunalor other Person constituted pursuant to this A'greerrtSRtTTlTS


Parties hereby submit to the jurisdiction of the courts of any state or nation in relation


to the recognition and/or execution of any arbitral award rendered pursuant to this


Agreement, and waive and agree not to claim immunity from the jurisdiction of the


courts of any nation or state in relation to the recognition of any such arbitral award.





24.S Reservation of Rights


The right to refer a claim or dispute to arbitration under this Agreement shall not be





affected by the fact that a claimant or respondent has received full or partial


compensation from another Person for a loss or injury that is the object of the claim or


dispute, and any such other Person may participate in such proceedings by right of


subrogation.





29


 24.9 Nature of Award





The Parties agree that the arbitral award of any arbitral tribunal constituted under tins


Agreement may contain orders for specific performance and other equitable relief or


monetary damages in respect of or affecting any of the Parties (as well as any loss or


{ damage suffered by any of them). The Parties shall take all such actions as are


1 necessary to give full and complete effect to the award which, in accordance with its


terms, shall be binding upon and enforceable against them.


|


i 24.10 Successors


; The consent to the jurisdiction of the Centre as stipulated in this Section 24 shall


] equally bind any successor of or successors-in-interest to either Patty to this


Agreement. If the Centre is replaced by, or if its functions are substantially conferred


I upon or transferred to, any other international body of a similar type and competence,


j the Parties may submit any dispute to that body for settlement by arbitration in


accordance with the provisions of this Section 24.


| 25. NOTICES





25.1 Written Communication


1 Any orders, approvals, declarations and notices of any kind between the Parties which


are required, expressly authorized or provided for under this Agreement (referred to


| as a “Communication”) shall be in writing and delivered by hand, by fax, by


! electronic mail, by postage prepaid registered mail, by any other means of


communication agreed upon by the Parties, or under Section 25.3. A duly authorized


g representative of the Party who dispatches the Communication shall also sign the


Communication.





25.2 Delivery





A delivery of a Communication to a Party shall be deemed to have occurred in any


one of the following circumstances:


(a) if the Communication has been sent under Section 25.3 below;





(b) where a duly authorized representative of the Government, in the case of the


------- . finvftmmftnt, nr a corporate officer of finlrfen ftirigp., in the case of Golden


Ridge, has signed a return receipt of registered mail;





j (c) where a fax or electronic mail confirmation of receipt has been electronically


issued to the sender by a receiving device at a fax number or at an authorized


, electronic mail address indicating receipt of a Communication sent via fax or


] electronicmailp - ---'





where verification of receipt of the Communication has been obtained in any


manner specifically agreed to in writing by the Parties; or


1,


(o) where a Party has directly or indirectly acknowledged receipt of the


Communication in writing.








30


25.3 Address





All Communications from the Government to Golden Ridge shall be addressed as


follows:


The Managing Director


Nevvmont Golden Ridge Limited,


Slot Number 40/41 Senchi Street


Airport Residential Area


PMB Airport Post Office


Accra, Ghana


All Communications from Golden Ridge to the Government shall be addressed as


follows:


The Minister


Ministry of Lands and Natural Resources


POBoxM2I2


Ministries


Accra, Ghana


And


The Minister


Ministry of Finance & Economic Planning


PO Box MB 40


Accra, Ghana


25.4 Copies of Communications


A copy of each Communication from one Party to the other may also be sent by the


deposit of the copy in the United States mail, postage prepaid, registered or certified,


to the following addresses:


As to Government:


The Ambassador of Ghana to the United States of America


Embassy of the Republic of Ghana


- 3512-Tntemational Dr.N.W.___ _____ ___


Washington, DC 20008


USA


As to Golden Ridge:


Newmont Mining Corporation


6363 South Fiddler’s Green Circle, Suite 800


Greenwood Village, Colorado 80111


USA


Attn: The General Counsel, Legal Department


 2S.S Change of Address





Either Party may upon prior Notice to the other Party change the designation of the


Person named to receive Communications from the other Party, the address or fax


number of the office in Ghana, in the United States or elsewhere authorized to receive


j such Communications or the address or addresses or fax number or numbers of the


I offices to which copies of Communications from one party to the other are to be


delivered.


i


; 26. FORCE MAJEURE


. 26.1 Application





- In the event of a Party being rendered unable, in whole or in part, by Force Majeure to


carry out any obligation under this Agreement, other than an obligation to make


| payments of money that accrued before the commencement of Force Majeure, the


' Person shall give Notice and the particulars of the Force Majeure in writing to the


other Parties as soon as practicable after the occurrence of the cause relied on. The


I obligation of the Party giving the Notice, insofar as it is affected by the Force


I Majeure, shall be suspended during the continuance of such inability. The inability


shall be remedied with all reasonable dispatch, as for as practicable. The time periods


>' specified in this Agreement for the performance of obligations or the enjoyment of


I rights that are affected by Force Majeure, except in connection with an obligation to


make payments of money that accrued prior to the commencement of Force Majeure,


j but including the term of this Agreement, shall be extended by the period of time the


I inability caused by such Force Majeure exists.


| 26.2 Definition





The term “Force Majeure" as used in this Agreement shall mean acts of God,


accidents, wars, acts of war, invasions, acts of public enemies, hostilities (whether


war is declared or not), restrictions on trade or other activities imposed by any


sovereign, embargoes, blockades, revolutions, riots, civil commotions, acts of


terrorism, sabotage, strikes and/or other industrial, labor or employer-employee


disputes (if not cured for a period of more than two (2) months), market conditions or


* other factors that render Production uneconomic, fires, explosions, earthquakes or any


other natural disasters, expropriation of facilities or goods, epidemics, public health


emergencies and any similar cause, provided that any such cause was beyond the


---reasonable-control'of thB'PartyTtifflmtag^uspension_and'eou{dirot have’ been'avoftted---


or overcome by the Party through the exercise of due diligence,


i


] 26.3 No Required Settlement





_____Nothing in Sections 26.1 or 26.2 above shall, in and of itself, be construed to require


Golden Ridge to settle any strike, lockout or other labor or industrial dispute except as


may be required by Law.








\








* *





' Tff\














27. ENTIRE AGREEMENT - MODIFICATIONS





27.1 Entire Agreement


This Agreement, including the Appendices attached to it, represents the entire


agreement between the Parties and supersedes any previous oral and written


negotiations and agreements, except for such rights and obligations of the Parties


under the 2003 Agreement that relate to activities prior to the Effective Date which


shall remain subject to the terms of the 2003 Agreement.


27.2 Amendment


Any modification or amendment of any terms of this Agreement shall be by the


mutual written agreement of the Parties and, except as otherwise specifically provided


in this Agreement, shall not become effective until ratified by Parliament. However,


by written agreement, the Parties may amend and alter the terms and provisions of an


Appendix to this Agreement, and take any other action or decision left to their mutual


or individual discretion by the terms of this Agreement at any time throughout the


duration of this Agreement, without the approval of Parliament


28. ASSIGNMENT AND SUCCESSION


The terms and conditions of this Agreement shall inure to the benefit of and be


binding upon the successors, beneficiaries and assignees of the Parties. The rights and


obligations of the Parties under this Agreement shall not be affected by a corporate


merger, consolidation, amalgamation, or other acquisition or change in control of any


Affiliate or parent entity of Golden Ridge.


29. SURVIVAL PROVISION


Notwithstanding termination of this Agreement by either Party or for any reason,


including a termination due to a finding that this Agreement or a portion thereof is


void, invalid, or unenforceable, Sections 1, 10.3, 15.3,20,23,24,25,26 and 29 shall


survive such termination and shall remain effective as to any matters which are the


subject of this Agreement or which arise out of, in relation to or in connection with


this Agreement. This termination shall be without prejudice to rights, duties and


obligations that have accrued before termination. Despite the termination, provisions


of this Agreement that are reasonably necessary for the full enjoyment and


enforcement of-the rights,---duties and obligations-shall survive---for-the---period-. ---


necessary.


30. NON-WAIVER OF RIGHTS


The non-exercise or partial exercise by a Party of any of its rights under the terms of


tms agreement' sKall'nbt in any case constitute a waiver of thatlighC


31. SEVERABILITY


If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in


whole or in part, the remaining provisions shall nevertheless remain valid and


subsisting and shall be construed as if this Agreement had been executed \......


illegal, invalid or unenforceable portion.





33


 IN WITNESS WHEREOF, the Parlies have signed this Agreement, through their respective


duly authorized representatives, on the day, month and year indicated below.








SIGNED BY THE GOVERNMENT OF THE


REPUBLIC OF GHANA acting by


NK OSAH MILLS, the Minister of Lands


and Natural Resources who by this execution •v


Warrants to the other party that he is duly


Authorized and empowered to enter into this


Agreement in the presence of:








7^-02. Qf^yy^erC^’'-











$

SIGNED BY THE WITHIN-NAMED


NEWMONT GOLDEN RIDGE LIMITED by


JOHAN FERREIRA, its Managing Director





and Senior Vice President African Operations


who by this execution Warrants to the other


party that he is duly authorized and


empowered to enter into this Agreement in






































34


 I














*1


 APPENDIX A








AJCYEM MINING LEASE


 s ' '


THIS MlteG LEASE is made the ' day of '* 201jK


between THE GOVERNMENT OF THE REPUBLIC OF GHANA {liercina^cr/V;.^?^ '


called "the Government") acting by ALHAJI COLLINS DAUDA iffe1*-


Minister of Lands and Natural Resources (hereinafter called .* j


Minister") of the one part and NEWMONT GOLDEN RIDGE LIMIT )


having its registered office at 825/26, LAGOS STREET, EAST LEG(


ACCRA, PRIVATE MAIL BAG, AIRPORT POST OFFICE, ACCRA,





(hereinafter called “the Company") of the second part: ; - 1


WHEREAS: '





The Governmen t ^is ■.dtf§irQils-. of -developing its mineral resources in


manner as will ■ensiffel^^^te?|^3|n^n possible benefits accrue tb.r.


nation from -the^explp Ifemi^^siand. iiasviagrcc.dJ'to -grant


Company a >i --- '*





-------v yyiy


following: f .........


WflW THIS AGREEMENT fv *.•


«i ]L





1. ^tPamt of MINING RIGHTS ' A \W~


(a) 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 Plan attached and shown edged


(hereinafter called “the Lease Area”] together with mines,


seams, veins, channels and strata of gold lying and being


and under the surface for a term of fifteen (15) years from: the


of this Agreement. Such term shall be renewable from time to





in accordance with the Minerals and Mining Act, 2006, (Act 703).


(b) The Government hereby grants to the Company the exclusive^.,.


rights to work, develop and produce gold in the Lease Area.for tfcwf^^N


-said term-ef-fiftoen-i -(15) yeara-(ineludingrthe-preeessing,.'-faring---fash.


f \ * ' ♦ . A


and transportation of ore and materials together with thp sights _ ' i


and powers reasonably incidental thereto) subject to the pro$isi

of this Agreement; N<








■ \ •*


. V II


x vV ** •


 r y i








(c) The Company shall nol, however, conduct any operations in a


sacred area and shall nol, without the prior consent in writing of


the Minister conduct any operations:


(i) within 50 yards of any building, installation, reservoir of dam,





public road, railway or area appropriated for railway;


(ii) in an area occupied by a market, burial ground cemetery or


Government office, or situated within a town or village or set


apart for, used, appropriated or dedicated to a public


purpose.


(d) (i) The Company shall complete the process of land acquisition,'


crop compensation and compensation or resettlement of


’ i project affected persons including residents, owners or


lawful occupiers of land within two years from, the date of .


l?tp;aQ^Rhase Oiie9)


(HI ofipPhase:


gc.a^|as|h.c,.C9nipany


il (iii) commence cbmtoeMgil-ipreaiSWn.titoiai^--..


t *•- *> (yt * * "•f*'.


In any event, Phase One and Phase iWo shrill not exceed 4


(iv) years.


■ \ The Company shall, during Phase One and Phase Two,


furnish an annual progress report to the Minister and thif'"





Chief Executive Officer of the Minerals Commissiori-:


summarizing relevant activities that have taken place in the


Lease Area during each Phase.


-d - (e) The Company shall conduct its operations in a manner consistent





with good commercial mining practices so as not to interfere


.j unreasonably with vegetation in the Lease Area or with the





-eustomary-rights-and-privilegee-ef-peFsons-tofannrhuttt-and-snare-


game, gather firewood for domestic purposes or to collect snails.


(f) The public shall be permitted at their sole risk to use without


charge, any road constructed by the Company in the Lease Area, in1


a manner consistent with good mining practices, safety, and


security, provided that such use does not unreasonably interfere


with the operations of the Company hereunder and provided also


that such permission shall not extend to areas enclosed for mining


operations.


(g) Nothing contained in this Agreement shall be deemed to confer any


rights on the Company conflicting with provisions contained in the


Minerals and Mining Act, 2006, (Act 703) or to permit the


Company to dispense with the necessity of applying for and


obtaining any permit or authorization which the Company may be


required'-'byalaw or regulation to obtain in respect of any work .or


activity^g^pO|e,d to be carried out hereunder.


NoWi>&tflfng' the above, the parties to this Agreement are also


parh^'s.'to^iylnii/estmt n,fcAg£egment dated 17th December 2003 and


Republic of Ghana on.v185jl .





Deceffibej that they have











of any difference between the terms of this Mining Lease and those


of the Investment Agreement, (including any amendment thereof),


the parties hereby agree that the terms of the Investment


Agreement (and as it may be amended) shall govern the rights and


the obligations of the parties.





2. GRANT OF RIGHTS TO THIRD PARTIES IN THE MINING AREA: -


(a) Subject to satisfactory arrangements between the Government and


the Company, the Government shall grant the first option to the


Company to work minerals other than gold and silver discovered in


th




(b) Failing such satisfactory arrangements between the Government


and the Company, the Government reserves the right to grant


licences to third parties to prospect for or to enter into agreements





* for the production of minerals other than gold and-silver in the


3


 Lease Area, provided that any such activity .shall not unreasonably


interfere with the rights granted to the Company hereunder.


3. POWER OF GOVERNMENT TO EXCLUDE PARTS OF THE MINING


AREA:


(a) The Government may by reasonable notice in writing to the


Company exclude from the Lease Area, at any time and from time


to time, any part which may be required for any stated public


purpose whatsoever, provided that:


(i) The parts so excluded shall not have a surface area in the


aggregate greater than ten percent of the Lease Area.


(ii) Any parts of the Lease Area so excluded shall continue to


form part- oLthe-hease Area subject to this Agreement.


(iii) except, that-mcwmirn^ff-operations shall be conducted on the


(iv) No part of the Lease. Area shall be so excluded in respect of


which the Compafty^&il‘hav.e.j^r^nit.pripr_ notice specifying


that such part is required for irSMih^dpefations hereunder


or on which active operations have commenced or are in


progress (such as digging, construction, installation or other


works related to gold and silver mining) but, in lieu thereof, a


part equal in area to any such part shall be excluded for


such public purposes; and


(v) The Government shall not take to itself or grant to third


-parties "the right-termine-gold and~silver from any partrstr


excluded.


(b) The company shall be relieved of all liabilities or obligations


hereunder in respect of any part excluded under this paragraph


except liabilities or obligations accrued prior to such exclusion.


4. WORK OBLIGATION:


The Company shall continuously operate in the Lease Area in





accordance with good mining practices until such time as the


*• * , *


reserves or deposits may be exhausted or the mine can no longer


4


 be economically worked or until this Agreement expires, whichever


shall be sooner.


5. CONDUCT OF OPERATIONS:


(a) The Company shall conduct all of its operations hereunder with





due diligence, efficiency, safely and economy, in accordance with


good mining practices and in a proper and workmanlike manner,


observing sound technical and engineering principles using


appropriate modem and effective equipment, machinery, materials


and methods, and pay particular regard to conservation of


resources, reclamation of land and environmental protection


generally^- *


(b) The Companyj siMll'ihiqe and extract ore in accordance with


» * «»• V *• ’


paragmph^5fg)^hdraia^tUMfl^metho;ds; which include dredging,


* •------------------


.... v.ri#; ........ ■ .. . .... . .





(c) The company shall maintairt^?gll;-^^pfrmfit' in good and ajlfc


condition, normal wear and tear e^clul^yvand > shall keep


excavated areas, shafts, pits and trenches in good and safe


condition and take all practical steps:-





(i) to prevent damage to adjoining farms and villages;


(ii) to avoid damage to trees, crops, buildings structures and


other property in the Lease Area; to the extent, however, that


any such damage is necessary or unavoidable, the Company


_____ shall pav fair and reasonable compensation. ___


(d) The Company shall fence off effectually from the adjoining


lands, all pits, shafts and other works made or used under the





powers hereof.


(e) 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 convenient


occupation of the surface of the Lease Area.





5


 (I) 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 hereby authorized so


that the drainage or the Lease Area may not be


prevented or prejudiced.


6. NOTIFICATION OP DISCOVERY OF OTHER MINERALS:


(a) The Company shall report forthwith to the Minister, the


Chief Executive Officer of the Minerals Commission, the


Chief Inspector of Mines, Inspectorate Division of the


. Minerals .Commission and the Director of Ghana Geological


discovery in the Lease Area of any other mineral





depositsvap,art; from gold and silver and the Company shall


nrospect further and to work Jjxe


said'inlin^als^u^j&d^^^aBa^tbiy arrangements between


the Government andlthcaQompany.


(b) Failing any such satisfaetp^^^tangements the Company


shall not produce any minerals from the Lease Area other


than gold and silver except where they are unavoidably


linked with the production of gold and silver.


7. SAMPLES:


(a) The Company shall not during the currency of this agreement


remove, dispose of or destroy,-except in analyses, any cores or


samples obtained from the Lease Area without the prior consent in


writing of the Head of the Inspectorate Division of the Minerals


Commission.


(b) The Company shall provide the Director of Ghana Geological


’ Survey with such" samples from'the Lease Area as he may irom


time to time reasonably request, and shall keep such samples as


he may be directed to do so by the Head of the Inspectorate


Division of the Minerals Commission.


8. ,- HEALTH. SAFETY AND ENVIRONMENTAL PROTECTION:


6


 (a) The Company shall comply with all such reasonable instructions


as may from time to lime be given by the Inspectorate Division of


the Minerals Commission for securing the health and safety of


persons engaged in or connected with the operations hereunder.


The Company shall adopt all necessary and practical


precautionary measures to prevent undue pollution of rivers and


other potable water and to ensure that such pollution does not


cause harm or destruction to human or animal life or fresh water


fish or vegetation.


9. POWER OF CHIEF INSPECTOR OF MINES OF THE


ift&PEGTQRATEiflDMSION OF THE MINERALS COMMISSION TO








Ifith'e GomDdfite'I'fjkHtfafr.aiiv time fail to comnlv with any provisions


ci|||ledaw*and such failure is likely, ->in


of the Inspectorate








(ii) endanger the environment, or


(iii) cause harm or destruction to potable water; or


(iv) result in damage to mining equipment or other structures or


installation; the Head of the Inspectorate Division of the


Minerals Commission, shall after giving the Company


reasonable notice, execute any works which in his opinion


- are necessaiy-and practicable-in-the circumstanees-and the


costs and expenses of such works shall be borne by the


Company.


10. LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY:


(a) Nothing 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 Agreement.





7


(b) The Company shall at all times indemnify die 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 Agreement 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. EMPLOYMENT AND TRAINING:


(a) Citizens of Ghana shall be given preference for employment by the


Company in all phases of its operations hereunder to the


mavifflnm possible extent, consistent with safety, efficiency and


economy.


(b) Except with respect to unskilled personnel, the Company may


employ non-Ghanaian personnel in the conduct of its operations


provided that the number of such non-Ghanaian personnel


employed shall not exceed the number permitted by applicable law.


(c) The Company shall provide appropriate programmes of instruction


and theoretical and practical training to ensure the advancement,


development, improved skills and qualification of Ghanaian


employees in all categories of employment.


12. PREFERENCE FOR GHANAIAN GOODS AND SERVICES


In the conducts its. operations and in the purchase, construction


_and installation.oLfaciHties, the-Company- shall-give-pceferenco to:--


(a) materials and products made in Ghana, if such materials and


products are comparable or better in price, quality and delivery


dates than materials and products from foreign sources;


(b) service agencies located in Ghana owned by Ghanaian citizens or


companies organized pursuant to Ghanaian law, including but not


limited to, insurance agencies, bidding contractors, import brokers,


dealers and agents if such agencies give or provide equal or better price





8


and qualiLy of service than competing foreign firms and can render


services at such times as the Company may require.


13. AFFILIATED COMPANY TRANSACTIONS:


(a) Any services including services in respect of the purchase and


acquisition of materials outside Ghana provided by an affiliated


company shall be obtained only at a price, which is fair and


reasonable. The Company shall, at the request of the Minister,


provide such justification of costs as may be required, duly


supported by an Auditor’s certificate if necessary.


(b) Any other transactions between the Company and an affiliated


company.shall be on the basis of competitive international prices


and upon .such terms and conditions as would be fair and


■ ' /


reasonable «h1ad such transactions taken place between unrelated


P&Tll6Srf f'l‘k' *5 * I . »


(c) The Company, shall:,potify^|M.^ter of any and all transactions


between the Company and an affiliated company and shall supply


such details relating to such transactions as the Minister may by


notice reasonably require.


14. TECHNICAL RECORDS:


(a) The Company shall maintain at its registered or mine offices


complete records of pits and trenches (location, depths of


overburden and gravel and assay value) in the Lease Area in such


form as may from time to time be approved by the Chief Inspector


of Mines of the Inspectorate Division of the Minerals Commission,


Chief Executive Officer of the Minerals Commission and the


Director of Ghana Geological Survey.


(b) The Company shall maintain at the said offices copies of all reports


--including-interpretations dealing'wiLhrgoid and-silver-prospects in-


the Lease Area in the course of its operations hereunder and copies


of all tests and analyses, geological and geophysical maps,


diagrams or charts relevant to its operations hereunder. These


reports and records may be examined by persons in the service or


9


 acting on behalf of the Government and authorteed in writing by


the Minister.


(C) The Company shall maintain at the said offices correct and


intelligible plans and sections of all mines which plans and


sections shall show the operations and workings which have been


carried on as well as dykes, veins, faults and other 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 paragraph which relate


to the Lease- Areaj or such part of the Lease Area as may have been


surrendered

the Insp ectorate1^ cthe Minerals Commission, Chief.. s


Executive Officer of the Minerals Commission and the Director of


Ghana Geological Survey arid shall become the property of the


Government without charge.


15. PRODUCTION RECORDS:


The Company shall maintain at its registered or mine offices


complete and accurate technical records of its operations and


production in the Lease Area in such form as may from time to


time be approved by the Chief Inspector of Mines of the


Inspectorate Division of the Minerals Commission.


16. FINANCIAL RECORDS:


(a) The Company shall maintain at its registered or mine offices,


detailed and complete accounts and systematic financial records of


■ke-operations as-may-be-requtfed-by-law»---The books of account


shall show all revenues received by the Company from all sources


including its operations hereunder, as well as all its expenditure.








10


 The Company shall provide for a clear basis for understanding


and relating the financial records and accounts to its


operations.


(b) The Company’s books of account shall be kept on the basis of


generally accepted accounting principles.


(c) 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.





(d) The Company’s books of account shall be audited within six (6)


ni'odths after the close of each Financial Year by a qualified


Accountant and jineraber of the Ghana Institute of Chartered


Accountants. Such^audlfing shall not in any way imply


acee'p’fahce: Government or preclude the


Government froiri ''atslllMg^sUch books of account. The


Company shall deliver to-&ie£


Minister without charge, copies of all or 'any part of such


financial records as he may from time to time reasonably


request.


17. REPORTS:


(a) The Company shall furnish a report each quarter, to the Minister,


the Chief Inspector of Mines of the Inspectorate Division of the


Minerals Commission, the Chief Executive Officer of the Minerals


--- Commission and the Director of~Ghana Geological-Survey, in such-


forms as may from time to time be approved by the Minister,


regarding the quantities of gold and silver won in that quarter,


__quantities sold, the revenue received and royalties 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.





li


(b) The Company shall furnish a report each half-year to the Minister,


the Chief Inspector of Mines of the Inspectorate Division, Minerals


Commission, the Chief Executive Officer of the Minerals Commission and


the Director of Ghana Geological Survey in such form as may from time


to time be approved by the Minister summarising the results of its


operations in the Lease Area during the half-year and records to be kept


by the Company pursuant to paragraphs 14, 15 and 16 hereof. Each


such report shall include a description of any geological or geophysical


work carried out by the Company in that half-year and a plan upon a


scale approved by the Head of the Inspectorate Division of the Minerals


Conmussion^owing. dredging areas and mine workings. Such reports


shall be submitted "not later than forty (40) days after the half-year to


which they relate,.. .


(c) iuinish a report each Financial Year-iri


be approved by«'&


Minister to. the .Chief Inspeoton.ofvMines of the Inspectorate


Division of the Minerals-£dihlm]if^0gi the Chief Executive


Officer of the Minerals Commission and the Director of


Ghana Geological Survey Department summarising die


results of its operations in the Lease Area during that


Financial Year and the records required to be kept by tlje


Company pursuant to paragraphs 14, 15, and 16 hereof.


Each such report shall include a description of the proposed


operations for the following year with an estimate of the


--- production and revenue to be obtained therefrom. ~3ucE"


reports shall be submitted not later than sixty (60) days after


the end of each Financial Year.


____(d) The Company shall fnmifih the Minister.-the ChleLln.spenfn


of Mines of the Inspectorate Division of the Minerals


Commission, the Chief Executive Officer of the Minerals


. Commission and the Director of Ghana Geological Survey


not later than three (3) months after the expiration or


12


termination of this Agreement, with a report giving an


account of the geology of the Lease Area inciuding the


stratigraphic and structural conditions, together with a


geological map on a scale prescribed in the Mining


Regulations.


(c) The Company shall furnish the Minister and the Chief


Executive Officer of the Minerals Commission, with a report


of the particulars of any proposed alteration to its


regulations. The Company shall also furnish the Minister


and the Chief Executive Officer of the Minerals 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


■'■*4iprtS in such form as the Minister may require


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 180 days after the end of


each Financial Year, furnish the Minister and the Chief


Executive of the Minerals 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 the


Qhana Institute of Chartered Accountants. 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) The Company shall furnish the Minister, the Chief Inspector


of Mines of the Inspectorate Division of the Minerals


Commission, the Chief Executive Officer of the Minerals


Commission and the Director of Ghana Geological Survey


13


 1


I











with such other reports and information concerning its


operations as they may from time to time reasonably require.


18. INSPECTION:


(a) Any person or persons in the service of or acting on behalf of


the Government and authorized in writing by the Minister


shall be entitled at all reasonable times to enter into and


upon any part of the Lease Area and the Company's


registered office, for any of the following purposes:


(i) to examine the mine workings, equipment, buildings,


installation and any other structures used in the


mining operation;


. (ii) to inspect the samples which the Company is required


to keep in accordance with the provisions of this





• - Agreement;


Uii) to inspect and.check the accuracy of the weights and


.pleasures and weighing and measuring devices, used


or kept by the Company;


(iv) to examine and make abstracts of the books and


records kept by the Company pursuant to this


Agreement;


(v) to verify:dr*fsnsure compliance by the Company with all


» -In- '


. J applicable latfs and regulations and with its


J- obligati'pci^i^^er;


--(vi)-to-execute' any-works which-the---Chief Inspector-of-


Mines of the Inspectorate Division of the Minerals


Commission may be entitled to execute in accordance


with the provisions of the Mining Laws and


Regulations of Ghana, or of this Agreement.


(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


\A


 and inspections shall be listed by the Company in the


reports and furnished each half year.


19. CONFIDENTIAL TREATMENT:


The Government shall treat all information supplied by the


Company hereunder as confidential for a period of five (5) years


from the date of submission of such information or upon


termination of this Agreement whichever is sooner and shall not





reveal such information to third parties except with the written


consent of the Company which consent shall not be unreasonably


withheld. The Government and persons' authorized by the


Government may nevertheless use such information received from


the Company for the purpose of preparing and publishing genera]


reports on Minerals in Ghana and in connection with any dispute


between .the Government and the Company.


20. FINANCIAL QBIflG7£PJQfi& “


(a) Consideration Fees


The Company shall, in consideration of the grant of the


Mining Lease pay to Government an amount of





US$30,000.00 (thirty thousand U.S. Dollars).




The Company shall pay rent (which shall be subject to


review) at the rate of GH

pesewas) j.e. 50Gp per square kilometre)


ji) the said rent shall be paid half yearly in advance on or


before the first day of January and on or before the


first day of July in each year.


(ii) in the event of a surrender of any part of the Lease


AreaT pursuant to paragraph 25 "hereof, no rental


payments shall be refunded in whole or in part of any





area so surrendered for which yearly rental has been


paid in advance or shall rental payments be refunded


•in the event of termination.


15


21. ROYALTIES:


(a) The Company shall pay lo the Government royally as


prescribed by the legislation.


(b) The Company shall pay royally to the Government each


quarter through the Commissioner of Internal Revenue


based on the. production for that quarter, within thirty (30)


days from the end of the quarter.


Any necessary adjustments shall be made annually within


sixty (60) days of the end of each 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 next quarter.


(c) In the event of a dispute with respect to the amount of


royalty payable hereunder, the Company shall first make


payment ;of the lower of the disputed amounts and shall pay


forthwith any further royalty which shall be agreed upon or


determined to be payable by arbitration in accordance with


paragraph 35 hereof. Such further royalty shall cany


interest to be agreed upon or at the ruling prime rate in


Ghana at the time of the award or agreement to take effect


from the date on which such amount ought originally to have


been paid.


(d) The Company shall also pay royalty on all timber felled by


the Company in accordance with existing legislation.


22. LATE PAYMENTS:


(a) Anything herein contained to the contrary notwithstanding,


the Company shall, subject to the laws of Ghana, pay as


-penalty -fer-any---late payraent-of-any- amounts-due-to-the


Government hereunder, an additional amount calculated at


the Bank of Ghana re-discount rate for eveiy thirty-day


period or part thereof for the period of the delay in paying


the amounts, that is to say, the period between the actual


16











/• /•


 payment date and the date on which each such payment


should have been made.


(b) In the event the Company shall fail to make payment to the


Government of any amount due hereunder, the Government


without prejudice to any other rights and remedies to which


it may be entitled, may, after giving 30 days notice in writing,


enter into and upon the Lease Area and seize and distrain


and sell as landlords may do for rent in arrears, all or any of


the stocks of gold and silver produced therefrom, and the


plant and equipment, materials and supplies belonging to


'the Company which shall be thereon; and out of the monies





obtained from the sale in respect of such distress may retain


an'd. pay all of the arrears of any amounts due hereunder and


t


ffiPfep'sts aJid -expgn^eS' Incidental to any such distress and


side'arid deliver^' tfp'^h’d'siirplus (if any) to the Company.


23. TAXATION:


(a) The Company shall not be required to deduct or withhold


any taxes from any payment made from its external account


of which is authorized under the terms of the Minerals and


Mining Act, 2006 (Act 703) of:


(i) any interest or other costs or fees paid in respect of


any


borrowing by or on behalf of the company in foreign


---currency-for-the project;---------- -


(ii) any dividends paid to the shareholders.


(b) Save for the above, the Company shall pay tax in accordance


with the laws of Ghana.


24. FOREIGN EXCHANGE:


All foreign exchange transactions shall be in accordance with the





laws of Ghana.


25. SURRENDER:








17


(a) The Company may surrender at any time and from lime to


time, by giving not less than two months’ notice to the


Minister, all its rights hereunder in respect of any part of the


Lease Area not larger in the aggregate than 20% of the said


Area. The Company may surrender a larger part of the Lease


Area by giving not less than twelve (12) months’ notice to the


Minister. The Company shall be relieved of all obligations in


respect of the part or parts of the Lease Area so surrendered


except those obligations, which accrued prior to the effective


date of surrender.


(b) The Company shall leave die part of the Lease Area


surrendered


and everything thereon in a good and safe condition,


provided, however that the Company shall have no such


obligations for areas surrendered on which the company has


not undertaken any works or which have not been affected


by the operations of the Company. The Company 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


the ecology, drainage, reclamation and the protection of the


environment. In the event that the Company fails to do so,


the Minister shall make such part and evexything thereon


safe and in good, usable condition at the expense of the


Company. The provisions of sub-paragraphs (a) and (c) of


paragraph 29 hereof shall apply.


(c) The Company shall, on such terms and conditions as may be


-agrecd-upoir-betwecn the-Govemment-and the-Gompanyrbe-


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 wayleaves shall not


18


r r /• f


form part or be included in the calculation of the area of the


retained part.


(c) 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.


26. EXTENSION:


If the Company, not less than six (6) months before the expiration


of this Agreement, applies to the Minister for an extension of the


term hereof and if the Company shall not be in default at that time


in the performance of any of its obligations hereunder, the


Company shall be entitled to an extension of the period of this


Agreement upon such terms and conditions as the parties may


then agree.


27. COMPANY'S RIGHT TO TERMINATE AGREEMENT:


The Company may, if in its opinion the mine can no longer be


economically worked, terminate this Agreement 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 hereunder prior to the effective date of such


termination.


28. GOVERNMENT’S RIGHT TO TERMINATE AGREEMENT:


-(a) ---The-Govemment may,---subject to^ the provisions pf this.


paragraph terminate this Agreement if any of the following


events shall occur:-


(i) the Company shall fail to make any of the payments


provided for in this Agreement on the payment date;


(ii) the Company shall contravene or fail to comply with


any other provisions of this Agreement; or


(iii) the Company shall become insolvent or bankrupt or


enter into * any agreement or composition with its


IP


creditors or take advantage of any law for the benefit of


debtors or go into liquidation, whether compulsory or


voluntary, except for the purposes of reconstruction or


amalgamation; or


(iv) the Company makes a written statement to the


Government on any material matter in connection with


this Agreement or with its operations which the


Company knows to be false or makes recklessly


without due regard as to whether it was true or false.


(b) If and whenever the Government decides there are grounds


to terminate this Agreement pursuant to clauses (i) and (ii) of


the preceding sub-paragraph, the Government shall give the


Company notice specifying the particular contravention or


failure and permit the Company to remedy same within one


hundred and twenty (120) days of such notice, or such


longer period as the Minister may specify in such notice as


being reasonable in the circumstances.


(c) If the Company shall fail to remedy any event specified in


clauses and (ii) of sub-paragraph (a) of this paragraph within


the stated period, or an event specified in clauses (iii) and (iv)


of the said sub-paragraph shall occur, the Government may


by notice to the Company terminate this Agreement,


provided that if the Company disputes whether there has


been any contravention or failure to comply with ther


conditions hereof (including any dispute as to the calculation


of payments by the Company to the Government hereunder),


__anH fhp Pnmpany shall, within such period as aforesaid refer


die dispute to arbitration in accordance with paragraph 35


hereof and, thereafter, diligently prosecute its claim


thereunder, the Government shall not terminate this


Agreement except as the same may be consistent with the


terms of the arbitration award.


20


(d) No delay or omission or course of dealing by the Government


shall impair any of its rights hereunder or be construed to be


a waiver of any event specified in sub-paragraph (a) of this


paragraph or an acquiescence therein.


(e) Upon termination of this Agreement, every right of the


Company


hereunder shall cease (save as otherwise specifically


provided hereunder) but subject nevertheless and without


prejudice to any obligation or liability imposed or incurred


under this' Agreement prior to the effective date of


termination and to such rights as the Government may have


under the law.


29. ASSETS ON TERMINATION OR EXPIRATION:


(a) The Company may within six months of the termination of


the Mining Lease or a further period allowed by the Minister,


remove the mining plant if the mining plant is 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 Country.


(b) A mining plant not removed by the Company within two


months after notice is given by the Minister to the Company


at anytime after expiration of the period referred to in


subsection (a), shall vest in the Republic on the expiration of


the two month notice period.


(c) Nothing in tEis Agreement removes or “diminishes "an


obligation that the Company may have under the Minerals


and Mining Act, 2006, (Act 703), another enactment or a


--conditien-of-this Agreement- fn remove a mining plant gnd _


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 if the


21


 '-j














Company docs not remove or destroy sucli 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.


(e) The Company shall take all reasonable measures to ensure


that all of the assets to be offered for sale to the Government


or 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


J be disposed of, dismantled or destroyed except as specifically


provided for in this paragraph.


(1) Upon the termination or expiration of this Agreement, the


Company shall leave the Lease Area and everything thereon


in good condition, having regard to the ecology, drainage,


reclamation, environmental protection, health and safety;


provided however that the Company shall have no obligation


in respect of areas where the Company has not undertaken


any work or which have not been affected by the Company's


operations. In this connection, unless the Chief Inspector of


Mines otherwise directs, the Company shall, in accordance


with good mining practices, fill up or fence and make safe all


Holes and excavations to“th5T5asonable-satisfucliun' of- the-


J Chief Inspector of Mines. In addition the Company shall


take all reasonable measures to leave the surface of the


__Lease Area in usable condition and to restore all structures


thereon 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


everything thereon at the expense of the Company.





22


(g) The Company shall have the right to enter upon the Lease


Area for the aforesaid 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 decide.


(h) On the termination of this Agreement, the Company shall


deliver to the Minister the records which the Company is


obliged to maintain under the Minerals and Mining Act,


2006, (Act 703); the plans and maps of the area covered by


the mining lease prepared by the Company; and other


documents, including in electronic format, if available that


relate to the mineral right.


30. FORCS MAJEURE:


(a) For the purpose of this paragraph, force majeure includes


acts of God,: war, strikes, insurrection, riots, earthquakes,


storm, flood 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 airy of its employees or


contractors.


(b) The Company shall notify the Minister within forty-eight (48)


hours of any event of force majeure afTecting its ability to


fulfil the conditions hereof or of any events, which' may


endanger the natural resources of Ghana and similarly notify


the Government of the restoration of normal conditions


within forty-eight hours of such restoration. This provision


---ShafTbe in- addition lo any requirements-contained-m-the---


Mining Regulations in force in Ghana.


(C) All obligations on the part of the Company to comply with


any of the conditions herein (except the obligation to make


payment of monies due to the Government) shall be


23


suspended during the period the Company is prevented by


force majeure from fulfilling such obligations, the Company


having taken all reasonable precautions, due care and


reasonable alternative measures with the objective of


avoiding such non-compliance and of cariying out its


obligations hereunder. The Company shall take all


reasonable steps to remove such causes of the inability to


fulfil the terms and conditions hereof with the minimum of


delay.


(d) The terms of this Agreement shall 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 sub-


paragraph (a) and (b) of this paragraph or for such period as


may be agreed by the parties.


POLITICAL ACTIVITY:


The Company shall not engage In political activity of any kind in


Ghana or make a donation, gift or grant to any political party. The


Company shall malm it a condition of employment that no


employee, other than a citizen of Ghana shall engage in political


activity and shall not make donations, gilts or grants to any


political party. In the event of any such employee acting in


disregard to this condition, he shall be dismissed forthwith.


ADVERTISEMENTS. PROSPECTUSES. ETC:


Neither the Company nor any affiliated Company shalh-in---any-


manner ntaim or suggest, whether expressly or by implication that


the Government or any agency or official thereof, has expressed


any opinion with respect to gold 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 new capital.


CO-OPERATrON OP THE PARTIES:


24


Each of Lhc parties hereto undertake that it will from lime 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 Agreement.


34. NOTICE:


Any application, notice, consent, approval, direction, instruction or


waiver hereunder 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.


35. 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 procedures


available in Ghana for the settlement of such dispute


provided that at the instance of either of the parties any


such dispute may be submitted for settlement by arbitration


under the Arbitration Rule of the United Nations


Commission on International Trade Law (the “UNCITRAL


_ Rule”!.__. ____ __


(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 and the proceedings


shall be in English unless the parties otherwise agree.


Ghana Law shall be the law applicable to the proceedings.


(c) Nothing in clause 35(a) or 35(b) shall prevent either of the


parties from requesting any judicial authority to order


provisional’ measures prior to1 the initiation of'arbitration


25


proceedings or during the proceedings for the preservation of


their respective rights.


(d) The parties acknowledge and that this Agreement was made


on the basis of the laws and conditions prevailing at the date


of the effective conclusions of the negotiation of this


Agreement and accordingly, if thereafter, new laws and


conditions come into existence which unfairly affect the


interest of either parly to this Agreement, then the party so


/


unfairly affected shall be entitled to request a re-negotiation


and the parties shall thereupon re-negotiate. *


The parties hereby undertake and covenant with each other


to make every effort to agree, co-operate, negotiate and to


take such action as may be necessary to remove the causes


of unfairness or disputes.


36 ASSIGNMENT AND TRANSFER OF RIGHTS:


(a) This Agreement shall not be assignable in whole or in part by


the Company without the prior consent in writing of the


Government


(b) The Government may impose such conditions precedent to


the giving of such consent as it may deem appropriate in the


circumstances. No assignment, however, may relieve the


Company of its obligations under this Agreement except to


the extent that such obligations are actually assumed by the


Assignee.


(c) During the term of this Agreement, no shares of the capital


stock of the Company may be transferred except in


accordance with the Minerals and Mining Law.


37. ---HEADINGS:--------------------


The headings given to paragraphs in this Agreement are for


convenience only and shall not affect the construction or


interpretation of this Agreement.


38. ■ GOVERNING LAWS:


26


This Agreement shall be governed and construed in accordance


with the Laws of Ghana. *


■ s











r


























In


t























l


















































27


t


I


THIS IS THE PLAN


























IN THE ANNEXED MINING


























DATED THIS



































THE. HON. MINIST.


 THE SCHEDULE ABOVE REFERRED TO


!





All that piece or parcel of land containing an approximate total area of P


46.40 square kilometers Lying to the North of Latitudes 6°17,57",


6°18"47,’I 6°19’10n, 6°19’55”, and 6°17’56”; South of 4


Latitudes 6°18*27”, 6021*32" and 6°22’48”; East of Longitudes -1°01'04”, -


1°00’49”, -I® 01*08”, -1° 01*08", -1° 01*05”, -JL° 03*35”, -1° 03*17”, and -


1003*13”; West of Longitudes -1°00’00”, -1° 01*35”, and -1002*35*’. in the \


\


Birim North District of the Eastern Region of the Republic of Ghana }.


which piece or parcel of land is more particularly delineated on the plan V


annexed hereto for the purposes of identification and not of limitation.









































•»

















i .


#*


i








28





4





r


IN WITNESS OF WHICH the Parties have respectively executed the


original and counterpart of this Agreement on the date first above


written.





SIGNED BY THE GOVERNMENT OF THE ]


REPUBLIC OF GHANA acting by ]


ALHAJI COLLINS DAUDA, the Minister ]





of Lands and Natural Resources who by ]


this execution warrants to the other parly j


that she is duly authorized and empowered}


enter into this Agreement in the presence J HON. MINISTER


MIN. OF LANDS 6 NATURAL


• of; ] RESOURCES


P. 0. BOX M8 212. ACCRA




















SIGNED BY THE WITHIN-NAMED j


NEWMONT GOLDEN RIDGE LIMITED ]





acting by its Chief Executive/Managing ]


Director who by this execution warrants ]


to the other party that he is duly ]


authorized antfempowered' to enterinta---]


this Agreement in the presence of; J























29


 v .














OATH OF PROOF


l, . * ' { of ACCRA make oath and


say that on the . day of - * 2010 I was present and


saw ALHAJ2 COLLINS DAUDA, Minister of Lands and Natural Resources


duly execute the Instrument now produced to me and marked “A” and


that the said ALHAJI COLLINS^DAUDA can read a^id write.


SWORN at Accra, this 2010


BEFORE ME *








REGJg; D EPONENT





This ia^fiistrument Marked “A” Referred toin the Oath


Sworn before me this foM* day of 2010











REGI





certificIteof proof





On. the /^day of f^yUJ^ 2010 at to8$\O'clock in the





noon this Instrument was proved before me by the Oath of the within*


named ..


to have been duly executed by the within-named ALHAJI COLUNS


DAUDA for and on behalf of “the Government" of the Republic of Ghana


for Lessor herein.


1











(TgSGISTRX


 r?c^nn5SS5




















day of 2010











.GOVERNMENT OF THE REPUBLIC OF GHANA











AND


; ;








NEWMONT GOLDEN RIDGE LIMITED














MINING LEASE











: FIFTEEN (15) TEARS








COMMENCEMENT , i&iajSnaSur





i


espiry date





--- L


FILE NO











'SOLICITOR OF-THB“SUPREME-e©URT-


GHANA




















3)


 ^ css l'


^ I '■= r


/' ;/t#











•■ /: «


THIS<$nNII«r£EASE is made the dav of 2°JO •


between THE GOVERNMENT OP THE REPUBLIC OF GHANA (hcrctnap£r . tp% jjp ;-


called "the Government”) acting by ALHAJI COLLINS DAUDA


Minister of Linds and Natural Resources (hereinafter called Ins'"..' *//


. V'' 'i, ~ • /


Minister”) of the one part and NEWMONT GOLDEN RIDGE LIMITED,


having its registered office at 825/26, LAGOS STREET, EAST LEGON,


ACCRA, PRIVATE MAIL BAG, AIRPORT POST OFFICE, ACCRA, GHANA ‘


(hereinafter called “die Company”) of the second pari: £' •


WHEREAS: *


l


. ♦


The Government is desirous of developing its mineral resources in su.Ch


manner as will ensure that the maximum possible benefits accrue to t.he . /


nation from the exploitation of minerals and has agreed to grant the^ ^'■ A


Company a Mining Lease on the terms and conditions hereinafter A





following: ^


NOW THIS AGREEMENT WITNESSETH THAT:


i. GRANT OF MINING RIGHTS r'


(a) The Government hereby grants to the Company mining rights to


ALL that piece of land described in the schedule hereto and mote


particularly delineated on the Plan attached and shown edged


(hereinafter called “the Lease Area”) together with mines,


seams, veins, channels and strata of gold lying and being


and under the surface for a terra of fifteen (15) years from the





of this Agreement. Such term shall be renewable from tiipj^to


in accordanee-with- the Minerals-andMining-Aotj-2006,-(Act 7031


(b) The Government hereby grants to the Company the exclus^p


. i •-


rights to work, develop and produce gold in the Lease Area for the -..


said term of fifteen (15) years (including, the processing, storing Mr


and transportation of ore and materials together with the rights ' ./


and powers reasonably incidental thereto) subject to the provisions ” ^


of this Agreement; .. >


•I •


v.





1


 (C) The Company shall mil. however, conduct any operations in a


sacred urea and shall not, without the prior consent in writing of


the Minister conduct any operations:


(i) within 50 yards of any building, installation, reservoir of dam,


public road, railway or area appropriated for railway;


(ii) in an area occupied by a market, burial ground cemetery or


Government office, or situated within a town or village or seL


apart for, used, appropriated or dedicated to a public


purpose.


(d) (i) The Company shall complete the process of land acquisition,


crop compensation and compensation or resettlement of


project affected persons including residents, owners or


lawful occupiers of land within two years from the date of


this Mining Lease (hereinafter referred to as “Phase One").


(ii) Within two years after the completion of Phase One


(hereinafter referred to as “Phase Two”), the Company shall


commence commercial production of gold.





(iii) In any event, Phase One and Phase Two shall not exceed 4


years.


(iv) The Company shall, 'during Phase One and Phase Two,


furnish an annual progress report to the Minister and the


Chief Executive Officer of the Minerals Commission


summarizing relevant activities that have taken place in the





_Lease Area during each Phase.


(e) The Company shall conduct its operations in a manner consistent


with good commercial mining practices so as not to interfere


unreasonably with vegetation in the Lease Area or with the


customary rights and privileges ofpersons-to farm, huafe-and-snarc---


game, gather firewood for domestic purposes or to collect snails.


(f) The public shall be permitted at their sole risk to use without


charge, any road constructed by the Company in the Lease Area, in


a manner- consistent with .good mining practices, safety and


2


ftt'curiiv, pinvidrd that sufh use does not unreasonably interfere


with Mir u|i<‘tiiiitin:; of the Company hereunder and provided also


that such jj«*i mission shall not extend to areas enclosed for mining


operations


(g) Nothing rimiaiiirtl in this Agreement shall be deemed to confer any


rights «m lh<* Company conflicting with provisions contained in the


Mineral:; and Mining Act, 2006, (Act 703) or to permit the


Company in dispense with the necessity of applying for and


obtaining any permit or authorization which the Company may be


required by law or regulation to obtain in respect of any work or


activity proposed to be earned out hereunder.


Notwithstanding the above, the parties to this Agreement are also


parties to an Investment Agreement dated 17th December 2003 and


ratified by the Parliament of the Republic of Ghana on 18th


December 2003. The parties acknowledge that they have agreed to


review and possibly amend certain aspects of the Investment


Agreement. Therefore, forthe avoidance of any doubt, in the event


of any difference between the terms of this Mining Lease and those


of the Investment Agreement, (including any amendment thereof),


the parlies hereby agree that the terms of the Investment


Agreement (and as it may be amended) shall govern the rights and


the obligations of the parties.


2. GRANT (JK KIOl ITS TO THIRD PARTIES IN THE MINING AREA:


" (a) Subject id'HnllsfflCtory arrangements~fcretween the Goverrrment-and-


the Company, the Government shall grant the first option to the


Company to work minerals other than gold and silver discovered in


___the Lease;. Area.________


(b) Failing such .satisfactory arrangements between the Government


and Die Company, the Government reserves the right to grant


licences to third parlies to prospect for or to enter into agreements


for the proditeiiim of minerals other than gold and silver in the


’ 3


 Lease Aren, provided it ml any such activity shall not unreasonably


interfere will* i Jit* rights granted to the Company hereunder.


3. POWER OK GOVERNMENT TO EXCLUDE PARTS OP THE MINING


AREA:


(a) The Government may by reasonable notice in writing to the


Company exclude from the Lease Area, at any time and from time


{g time, nnv part which may be required for any stated public


purpose whatsoever, provided that:


(i) The ports so excluded shall not have a surface area in the


aggregate greater than ten percent of the Lease Area.


(ii) Any parts of die Lease Area so excluded shall continue to


form part of the Lease Area subject to this Agreement.


\ (iii) except that no mining operations shall be conducted on the


parts so excluded.


I (iv) No part of the Lease Area shall be so excluded in respect of


which the Company shall have given prior notice specifying


that such part is required for mining operations hereunder


t


or on which active operations have commenced or are in


progress (such as digging, construction, installation or other


works related to gold and silver mining) but, in lieu thereof, a


I purl, equal in area to any such part shall be excluded for


such public purposes; and


(v) The Government shall not take to itself or grant to third


parties the right to mine gold and silver from any part so


excluded. -


(b) The company shall be relieved of all liabilities or obligations


hereunder in respect of any part excluded under this paragraph


-excepLUubililics ^obligations accrued prior to such exclusion.


4. WORK OR LI OAT! <


The Company shall continuously operate in the Lease Area in


accordance with good mining practices until such time as the


reserves or dcpusils may lx* exhausted or the mine can no longer


4 ‘


bo economically worked or unlil this Agreement expires, whichever


shall be sooner.


5. CONDUCT OF* OPERATIONS:


(a) The Company shall conduct all of its operations hereunder wiLh


due diligence, efficiency, safety and economy, in accordance with


good mining practices and in a proper and workmanlike manner,


observing sound technical and engineering principles using


appropriate modern and effective equipment, machineiy, materials


and methods, and pay particular regard to conservation of


resources, reclamation of land and environmental protection


generally.


(b) The Company shall mine and extract ore in accordance with


paragraph 5(a) herein utilizing methods, which include dredging,


quanying, pitting, trenching; stopping and shaft sinking in the


Lease Area.


(c) The company shall maintain all equipment in good and safe


condition, normal wear and tear excluded, and shall keep all


excavated areas, shafts, pits and trenches in good and safe


condition and take all practical steps:-


(i) to prevent damage to adjoining farms and villages;


(ii) to avoid damage to trees, crops, buildings structures and


other property in the Lease Area; to the extent, however, that


any such damage is necessary or unavoidable, the Company


shall pay fair and reasonable compensation.


(d) The Company shall fence off effectually from the adjoining


lands, all pits, shafts and other works made or used under


the powers hereof.


--- (e)--The- company---shall---as far as---is---necessaiy- or---practicable---


provide and maintain in good repair and condition


roads, gates, stiles and fences for the convenient


occupation of the surface of the Lease Area.


♦ • ♦ ,


'3


(/) The Company sJhiJJ provide and maintain proper and sufficient


drains, culverts, arches and passageways for cariying


off any waters which shall arise or be produced or


interrupted by any nr the works hereby authorized so


that the drainage of the Lease Area may not be


prevented or prejudiced.


6. NOTrFfCATfON OF DISCOVER? OF OTHER MINERALS:


(a) The Company shall report forthwith to the Minister, the


Chief Executive Officer of the Minerals Commission, the


Chief Inspector of Mines, Inspectorate Division of the


Minerals Commission and the Director of Ghana Geological


Survey, the discovety in the Lease Area of any other mineral


deposits apart from gold and silver and the Company shall


be given the first option to prospect further and to work the


said minerals, subject to satisfactory arrangements between


the Government and the Company.


(b) Failing any such satisfactory arrangements the Company


shall not produce any minerals from the Lease Area other


than gold and silver except where they are unavoidably


linked with the production of gold and silver.


7. SAMPLES:


(a) The Company shall not during the currency of this agreement


remove, dispose of or destroy, except in analyses, any cores or


_samples obtained from the Lease Area without the prior consent in


writing of the Head of the Inspectorate' Division of the Minerals


Commission.


(b) The Company shall provide the Director of Ghana Geological


Survey with such samples^ irbm tne Lease “Area as he'may front---


time to time reasonably request, and shall keep such samples as


he may be directed to do so by the Head of the Inspectorate


Division of the Minerals Commission.


8. HEALTH. SAFETY AND ENVIRONMENTAL PROTECTION: .


<5


(a) The* C

uH inny li'om lime to time be given by the Inspectorate Division of


the Minerals Commission for securing the health and safety of


persons engaged in or connected with the operations hereunder.


The Company shall adopt all necessary and practical


precautionary measures to prevent undue pollution of rivers and


other potable water and to ensure that such pollution does not


cause harm or destruction to human or animal Life or fresh water


fish or vegetation.


9. POWER OF CHIEF INSPECTOR OF MINES OF THE


INSPECTORATE DIVISION OF THE MINERALS COMMISSION TO


EXECUTE CERTAIN WORKS:


If the Company shall at any time fail to comply with any provisions


of this Agreement or applicable law and such failure is likely, In


the opinion of the Chief Inspector of Mines of the Inspectorate


Division of the Minerals Commission, to:


(i) endanger the health or safety of persons, or


(u) endanger the environment, or


(iii) cause harm or destruction to potable water; or


(iv) result in damage to mining equipment or other structures or


installation; the Head of the Inspectorate Division of the


Minerals Commission, shall after giving the Company


reasonable notice, execute any works which in his opinion


- • are-necessary-and practicable, in the cimijmsf-anr.es and the


costs and expenses of such works shall be borne by the


Company.


10. LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY:


(a) Nothing 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 Agreement.





7


(b) The Company shall ai all limes 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 llu* Company of any rights or powers granted to it


under this Agreement 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.


U. EMPLOYMENT AND TRAINING:


(a) Citizens of Ghana shall be given preference for employment


by the Company in all phases of its operations hereunder to


the maximum possible extent, consistent with, safety,


efficiency and economy.


(bj Except with respect to unskilled personnel, the Company


may employ non-Ghanaian personnel in the conduct of its


operations provided that the number of such non-Ghanaian


personnel employed shall not exceed die number permitted


by applicable law.


(c) The Company shall provide appropriate programmes of


instruction and theoretical and practical training to ensure


the advancement, development, improved skills and


qualification of Ghanaian employees in all categories of


employment.


12.---PREFERENCE FOR GHANAIAN GOODS AND SERVICES


In the conduct of its operations and in the purchase, construction


and installation of facilities, the Company shall give preference tot-


la) materials and products made in Ghana, if such materials


and products are comparable or better in price, quality“and~~


•delivery dates than materials and products from foreign


sources;


(b) service agencies located in Ghana owned by Ghanaian


citizens or companies organized pursuant to Ghanaian Jaw,


8


including buL nol limited to, insurance agencies, bidding


contractors, import brokers, dealers and agents if such


agencies give or provide equal or better price and quality of


service than competing foreign firms and can render services


at such times as the Company may require.


13. AFFILIATED COMPANY TRANSACTIONS:


(a) Any services including services in respect of the purchase and


acquisition of materials outside Ghana provided by an affiliated


company shall be obtained only at a price, which is fair and


reasonable. The Company shall, at the request of the Minister,


provide such justification of costs as may be required, duly


supported by an Auditor's certificate if necessary.


(b) Any other transactions between the Company and an affiliated


company shall be on the basis of competitive international prices


and upon such terms and conditions as would be fair and


reasonable had such transactions taken place between unrelated


parties.


(c) The Company shall notify the Minister of any and all transactions


between the Company and an affiliated company and shall supply


such details relating to such transactions as the Minister may by


notice reasonably require.


14. TECHNICAL RECORDS:


(a) The Company shall maintain at its registered or mine offices


_SP.mp.le.te records of pits and trenches (location, depths of


overburden and gravel and assay value} in the Lease Area in such


form as may from time to time be approved by the Chief Inspector


of Mines of the Inspectorate Division of the Minerals Commission,


Chief’ Executive Officer of the Minerals Commission and the


Director of Ghana Geological Survey.


(b) The Company shall maintain at the said offices copies of all reports


including interpretations dealing with gold and silver prospects in


the Lease Area in the course of its operations hereunder and. copies


9


of all tests and analyses, geological and geophysical maps,


diagrams or charts relevant to its operations hereunder. These


reports and records may be examined by persons in the service or


acting on behalf of'the Government and authorized in writing by


the Minister.


(c) The Company shall maintain at the said offices correct and


intelligible plans and sections of all mines which plans and


sections shall show the operations and workings which have been


carried on as well as dykes, veins, faults and other 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 paragraph which relate


to the Lease Area, or such part of the Lease Area as may have been


surrendered shall be delivered to the Chief Inspector of Mines of


the Inspectorate Division of the Minerals Commission, Chief


Executive Officer of the Minerals Commission and the Director of


Ghana Geological1 Survey and shall become the property of the


Government without charge.


15. PRODUCTION RECORDS:


The Company shall maintain at its registered or mine offices


complete and accurate technical records of its operations and


production in the Lease Area in such form as may from time to


time be approved by the Chief Inspector of Mines of the


Inspectorate Division of the Minerals Commission.


16. FINANCIAL" RECORD'S: - "---


(a) The Company shall maintain at its registered or mine offices,


detailed and complete accounts and systematic financial records of


its operations as may be required by law. The books of account





10


shall show all revenues received by the Company from all sources


including its operations hereunder, as well as all Us expenditure.


The Company shall provide for a clear basis for understanding


and relating the financial records and accounts to its


operations.


(b) The Company’s books of account shall be kept on the basis


of generally accepted accounting principles.


(c) 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.


(d) The Company’s books of account shall be audited within six (6)


months after the close of each Financial Year by a qualified


Accountant and member of the Ghana Institute of Chartered


Accountants. 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 he may from time to time reasonably


request


17. REPORTS:


- (a)--Tfee-Company shaU-fucmsh.a report each quarter, to the


Minister, the Chief Inspector of Mines of the Inspectorate


Division of the Minerals Commission, the Chief Executive


Officer of the Minerals Commission and the Director of


Ghana Geological Survey, in such forms as may from time to


time be approved by the Minister, regarding the quantities of


gold and silver won in that quarter, quantities sold, the


revenue received and royalties payable for that quarter and


such other information as' may be required.' 'Such reports


M


shall he submiiirtl nol later Ilian thirty (30) days after the


end of each quarter.


(b) The Company shall furnish a report each half-year to the


Minister, the Chief Inspector of Mines of the Inspectorate


Division, Minerals Commission, the Chief Executive Officer


of the Minerals Commission and the Director of Ghana


Geological Survey in such form as may from time to time be


approved by the Minister summarising the results of its


operations in the Lease Area during the half-year and


records to be kept by the Company pursuant to paragraphs


14, 15 and 16 hereof. Each such report shall include a


description of any geological or geophysical work carried out


by the Company in that half-year and a plan upon a scale


approved by the Head of the Inspectorate Division of the


Minerals Commission showing dredging areas and mine


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 approved try the


Minister to the Chief Inspector of Mines of the Inspectorate


Division of the Minerals Commission, the Chief Executive


Officer of the Minerals Commission and the Director of


Ghana Geological Survey Department 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 paragraphs 14, 15, and 16 hereof.


Each such report shall include a description of the proposed


operations for the following year with an estimate of the


production and revenue to be obtained therefrom. Such


reports shall be submitted not later than sixty (60) days after


the end of each Financial Year.





12


(cl) The Compjmy slmll furnish ihe Minister, the Chicr Inspector


of Mines «r Ihe Inspectorate Division of the Minerals


Comniissiou, (he Chief Executive Officer of the Minerals


Commission nnd the Director of Ghana Geological Survey


not Is11t*r Hmn three (3) months after the expiration or


tcrmiimtinn of this Agreement, with a report giving an


account or the geology of the Lease Area including the


stratigraphic and structural conditions, together with a


geological map on a scale prescribed in the Mining


Regulations.


(e) The Company shall furnish the Minister and the Chief


Executive Officer of the Minerals Commission, with a report


of the particulars of any proposed alteration to its


regulations. The Company shall also furnish the Minister


and the Chief Executive Officer of the Minerals 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 the Minister may require


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.


0 The Company shall, not later than 180 days after the end of


each Financial Year, furnish the Minister and the Chief


Executive of the Minerals Commission with a copy each of its


annual financial reports including a balance sheet, profit


and Ioss accounL, and all~fidtes pei'Utinnrg'thereLu, "duly--


certified by a qualified accountant who is a member of the


Ghana Institute of Chartered Accountants. Stich certificate


shall not in any way imply acceptance of such reports by the








13


Govcirnmni* or pivdude the Governmenr from auditing the


Company’s books of account.


(g) The Company shall furnish the Minister, the Chief Inspector


of Mines of the Inspectorate Division of the Minerals


Commission, the Chief Executive Officer of the Minerals


Commission and the Director of Ghana Geological Survey


with such other reports and information concerning its


operations as they may from time to time reasonably require.


INSPECTION!


(a) Any person or persons in the service of or acting on behalf of


the Government and authorized in writing by the Minister


shall be entitled at all reasonable times to enter into and


upon any part of the Lease Area and the Company’s


registered office, for any of the following purposes:


(i) to examine the mine workings, equipment, buildings,


installation and any other structures used in the


mining operation;


(ii) to inspect the samples which the Company is required


to keep in accordance with the provisions of this


Agreement;


(iii) to inspect and check the accuracy of the weights and


measures and weighing and measuring devices, used


or kept by the Company;


-(iv) to examhae-and make abstracts of the bookstand---


records kept by the Company pursuant to this


Agreement;


_(v) to verify or ensure compliance by the Company with all


applicable laws and regulations and with its


obligations hereunder;


(vi) to execute any works which the Chief Inspector of


Mines of the Inspectorate Division of the Minerals


Commission may be entitled to execute in accordance-


14


with the: provisions of the Mining Laws and


Regulations of Ghana, or of this Agreement.


(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 listed by the Company in the


reports and furnished each half year.


19. CONFIDENTIAL TREATMENT:


The Government shall treat all information supplied by the


Company hereunder as confidential for a period’ of five (5) years


from the date of submission of such information or upon


termination of this Agreement whichever is sooner and shall not


reveal such information to third parties except with the written


consent of the Company which consent shall not be unreasonably


withheld. The Government and persons authorized by the


Government may nevertheless use such information received from


the Company for the purpose of preparing and publishing general


reports on Minerals in Ghana and in connection with any dispute


between the Government and the Company.


20. FINANCIAL OBLIGATIONS:


(a) Consideration Fees


The Company shall, in consideration of the grant of the


Mining Lease pay to Government an amount of


US$30,000.00 (thirty thousand U.S. Dollars).


(b) Rent:


The Company shall pay rent (which shall be subject to





pesewas) i.e. 50Gp per square kilometre)


[i) the said rent shall be paid half yearly in advance on or


before the first day of January and on or before the


first day of July in each year.


15


(ii) in the rvt'iii of a surrender of any part of ihe Lease


Area pursuant to paragraph 25 hereof, no rental


payments shall be refunded in whole or in pari of any


area so surrendered for which yearly rental has been


paid in advance or shall rental payments be refunded


in the event of termination.


21. ROYALTIES:


(a) The Company shall pay to the Government royalty as


prescribed by the legislation.


(b) The Company shall pay royalty to the Government each


quarter through the Commissioner of Internal Revenue


based on the production for that quarter, within thirty (30)


days from the end of the quarter.


Any necessary adjustments shall be made annually within


sixty (60) days of the end of each 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 next quarter.


(c) In the event of a dispute with respect to the amount of


royalty payable hereunder, the Company shall first make


• payment of the lower of the disputed amounts and shall pay


forthwith any further royalty which shall be agreed upon or


determined to be payable by arbitration in accordance with


paragraph 35 hereof. Such further royalty shall carry


interest to be agreed upon o"r at the ruling prime rite' in


Ghana at the time of the award or agreement to take effect


from the date on which such amount ought originally to have


been paid-:- - . ___


(d) The Company shall also pay royalty on all timber felled by


the Company in accordance with existing legislation.


22. LATE PAYMENTS:








16


(n) Anvilnnu herein eunlained to Lhc contrary notwithstanding,


ilit* Company shall, subject to the laws of Ghana, pay as


penally for any late payment of any amounts due to the


Government hereunder, an additional amount calculated at


tin* Hank of Ghana re-discount rate for every thirty-day


period or part thereof for the period of the delay in paying


the amounts, that is to say, the period between the actual


payment date and the date on which each such payment


should have been made.


(b) In the event the Company shall fail to make payment to the


Government of any amount due hereunder, the Government


without prejudice to any other rights and remedies to which


it may be entitled, may, after giving 30 days notice in writing,


enter into and upon the Lease Area and seize and distrain


and sell as landlords may do for rent in arrears, all or any of


lhc stocks of gold and silver produced therefrom, and the


plant and equipment, materials and supplies belonging to


Lhc Company which shall be thereon; 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 hereunder and


the costs and expenses incidental to any such distress and


sale and deliver up the surplus (if any] to the Company.


23. TAXATION:


(a) The Company shall not be required to deduct or withhold


any taxes from any payment made from its external account


of which is authorized under the terms of the Minerals and


Mining Act, 2006 (Act 703) of:


(i) any interest or other costs or fees paid in respect of"


any


borrowing by or on behalf of the company in foreign


currency for the project;


(ii) ' any dividends paid to the shareholders.


17


(h) Save for ilu* above, the Company shnli pay lax in accordance


with the laws of Ghana.


24. FOREIGN [EXCHANGE:


All foreign exchange transactions shall be in accordance with the


laws of Ghana.


25. SURRENDER:


(a) The Company may surrender at any time and from time Lo


lime, by giving not less than two months’ notice to the


Minister, all its rights hereunder in respect of any part of the


Lease Area not larger in the aggregate than 20% of the said


Area. The Company may surrender a larger part of the Lease


Area by giving not less than twelve (12) months’ notice to the


Minister. The Company shall be relieved of all obligations in


respect of the part or parts of the Lease Area so surrendered


except those obligations, which accrued prior to the effective


date of surrender.


(b) The Company shall leave the part of the Lease Area


surrendered


and everything thereon in a good and safe condition,


provided, however that the Company shall have no such


obligations for areas surrendered on which the company has


not undertaken any works or which have not been affected


by the operations of the Company. The Company 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


the ecology, drainage, reclamation and the protection of the


~ environment. In the evenl"lhat the Company-fails to- do-sor---


the Minister shall make such part and eveiything thereon


safe and in good, usable condition at the expense of the


Company. The provisions of sub-paragraphs (a) and (c) of


paragraph 29 hereof shall apply. .


18


(c) The Company shall, on such terms and conditions as may be


agreed upon between the Government and the Company, 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 wayleaves shall not


form pari or be included in the calculation of the area of the


retained part.


(c) 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.


26. EXTENSION:


If the Company, not less than six (6) months before the expiration


of this Agreement, applies to the Minister for an extension of the


term hereof and if the Company shall not be in default at that time


in the performance of any of its obligations hereunder, the


Company shall be entitled to an extension of the period of this


Agreement upon such terms and conditions as the parties may


then agree.


27. COMPANY’S RIGHT TO TERMINATE AGREEMENT:


The Company may, if in its opinion the mine can no longer be


economically worked, terminate this Agreement 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 hereunder prior to the effective date of such


termination.


28. 'GOVERNMENT'S'lQ~GHT~irO"'rERMrNATE~A'GkEhJMENTr---


(a) The Government may, subject to the provisions of this


paragraph terminate this Agreement if any of the following


events shall occur:-


(i) the Company shall fail to-make any of the payments


19


provided for in Lhis Agreement on Che payment date;


(ii) the Company shall contravene or fail to comply with


any other provisions of this Agreement; or


(iii) tlu*. Company shall become insolvent or bankrupt or


enter into any agreement or composition with its


creditors or take advantage of any law for die benefit of


debtors or go into liquidation, whether compulsory or


voluntary, except for the purposes of reconstruction or





amalgamation; or


(iv) the Company makes a written statement to the


Government on any material matter in connection with


this Agreement or with its operations which die





Company knows to be false or makes recklessly


without due regard as to whether it was true or false.


(b) If and whenever the Government decides there are grounds


to terminate this Agreement pursuant to clauses (i) and (ii) of


the preceding sub-paragraph, the Government shall give the


Company notice specifying the particular contravention or


failure and permit the Company to remedy same within one


hundred and twenty (120) days of such notice, or such


longer period as the Minister may specify in such notice as


being reasonable in the circumstances.


(c) If the Company shall fail to remedy any event specified in


clauses-artd (ii) of sub-paragraph (a) of this-paragraph within-


the stated period, or an event specified in clauses (iii) and (iv)


of the said sub-paragraph shall occur, the Government may


by notice to the Company terminate this Agreement,


provided that if the Company disputes whether there has


been any contravention or failure to comply with the


conditions hereof (including any dispute as to the calculation


of payments by the Company to the Government hereundrr).


and the Company shall, within such period as aforesaid rWn


20 i


the dispute lo mahi( ration in accordance witli paragraph 35


hereof mul, Lhoreafter, diligently prosecute its claim


thereunder, the Govemment shall not terminate this


Agroemenl except as the same may be consistent with the


terms of the arbitration award.


(d) No delay or omission or course of dealing by the Govemment


shall impair any of its rights hereunder or be construed to be


a waiver of any event specified in sub-paragraph (a) of this


paragraph or an acquiescence therein.


(e) Upon termination of this Agreement, every right of the


Company


hereunder shall cease (save as otherwise specifically


provided hereunder) but subject nevertheless and without


prejudice to any obligation or liability imposed or incurred


under this Agreement prior to the effective date of


termination and to such rights as the Government may have


under Lhe law.


ASSETS ON TERMINATION OR EXPIRATION:


(a) The Company may within six months of the termination of


the Mining Lease or a farther period allowed by the Minister,


remove the mining plant if the mining plant is 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- Countiy. --------


(b) A mining plant not removed by the Company within two


months after notice is given by the Minister to the Company


at anytime after expiration of the period referred to in


subsection (a), shall vest in the Republic on the expiration of


the two month notice period.


(c) Nothing in this Agreement removes or diminishes an


obligation that the Company may have under the Minerals


and Mining Act, 2006, (Act 703), another enactment or a


21


condition of tills Agreement Lo 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 if the


Company docs 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.


(e) The Company shall take all reasonable measures to ensure


that all of the assets to be offered for sale to the Government


or 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 paragraph.


(1) Upon the termination or expiration of this Agreement, the


Company shall leave the Lease Area and everything thereon


in good condition, having regard to the ecology, drainage,


reclamation, environmental protection, health and safety;


provided however that the Company shall have no obligation


in respect of areas where the Company has not undertaken


----any work or which have not been.affer.fed by the Company's


operations. In this connection, unless the Chief Inspector of


Mines otherwise directs, the Company shall, in accordance


with good mining practices, fill up or fence and make safe all


holes and excavations to the reasonable satisfaction of the


Chief Inspector of Mines. In addition the Company shall


take all reasonable measures to leave the surface of the


Lease Area in usable condition and to restore all structure?;


22 *


ihoivon not the properly 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


everything thereon at the expense of the Company.


(g) The Company shall have the right to enter upon the Lease


Area for the aforesaid 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 decide.


(h) On the termination of this Agreement, the Company shall


deliver to the Minister the records which the Company is


obliged to maintain under die Minerals and Mining Act,


2006, (Act 703); the plans and maps of the area covered by


the mining lease prepared by the Company; and other


documents, including in electronic format, if available that


relate to the mineral right,


30. FORCE MAJEURE:


(a) For the purpose of this paragraph, force majeure includes


acts of God, war, strikes, insurrection, riots, earthquakes,


storm, flood 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.


(b) The Company shall notify the Minister within forty-eight (48)


hours of any event of force majeure affecting its ability to


ftXLfil “the “conditions hereof-ot---of' any-events,-which may---


endanger the natural resources of Ghana and similarly notify


the Government of the restoration of normal conditions


within forty-eight hours of such restoration. This provision





23


shall be in addition lo any requirements contained in the


Mining Regulations in force in Ghana.


(c) All obligations on the part of the Company to comply with


any of the conditions herein (except the obligation to make


payment of monies due to the Government) shall be


suspended during the period the Company is prevented by


force majeure from fulfilling such obligations, the Company


having taken all reasonable precautions, due care and


reasonable alternative measures with the objective of


avoiding such non-compliance and of carrying out its


obligations hereunder. The Company shall take all


reasonable steps to remove such causes of the inability to


fulfil the terms and conditions hereof with the minimum of


delay.


(d) The terms of this Agreement shall 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 sub-


paragraph (a) and (b) of this paragraph or for such period as


may be agreed by the parties.


31. POLITICAL ACTIVITY:


The Company shall not engage in political activity of any kind in


Ghana or make a donation, gift or grant to any political party. The


Company shall make it a condition of employment that no


emplayeBpother than- a-cidzen of Ghana-shaihengage in-poKticah


activity and shall not make donations, gifts or grants to any


political party. In the event of any such employee acting in


- disregard to this condition, he shall be dismissed forthwith._


32. 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 thereof, has expressed


any opinion with respect to gold in the Lease Area and no


24


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 new capital.


33. CO-OPERATION OF THE PARTIES:


Each of the parties hereto 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, consenls,


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 Agreement.


34. NOTICE;


Any application, notice, consent, approval, direction, instruction or


waiver hereunder 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.


35. 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 procedures


__available, in -Ghana for the settlement of such dispute


provided that at the instance of either of the parties any


such dispute may be submitted for settlement by arbitration


under the Arbitration Rule of the United Nations


Commission on International Trade Law (the “UNCITRAL


Rule").


(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 and'the proceedings .


25


shall be in English unless the parties otherwise agree.


Ghana Law shall be the law applicable to the proceedings.


(c) Nothing in clause 35(a) or 35(b) shall prevent eiLher 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.


(d) The parties acknowledge and that this Agreement was made


on the basis of the laws and conditions prevailing at the date


of the effective conclusions of the negotiation of this


Agreement and accordingly, if thereafter, new laws and


conditions come into existence which unfairly affect the


. interest of either party to this Agreement, then the party so


unfairly affected shall be entitled to request a re-negotiation


and the parties shall thereupon re-negotiate.


The parties hereby undertake and covenant with each other


to make every effort to agree, co-operate, negotiate and to


take such action as may be necessaiy to remove the causes


of unfairness or disputes.


36 ASSIGNMENT AND TRANSFER OF RIGHTS:


(a) This Agreement shall not be assignable in whole or in part by


the Company without the prior consent in writing of the


Government


---(b). The Government may impose such conditions precedent to _


the giving of such consent as it may deem appropriate in the


circumstances. No assignment, however, ma}' relieve the


Company of its obligations under this Agreement except to


the extent that such obligations are actually assumed by the


Assignee.


(c) During the term of this Agreement, no shares of the capital


stock of the Company may be transferred except in


accordance with the Minerals and Mining Law.


26


 37. HEADINGS:


The headings given to paragraphs in this Agreement are for





convenience only and shall not affect Lhe construction or


interpretation of this Agreement.


38. GOVERNING LAWS:


This Agreement shall be governed and construed in accordance





with the Laws of Ghana.


i


























i s


t


. l


I














l












































27


6*2(r


THIS IS THE PLAN REFERRED TO




















7.N CHE ANNEXED MINING LEASE




















DATED THIS












































RESOURCES


P. 0. BOX MS 212. ACCRA


IN WITNESS OF WHICH the Parties have respectively executed the


original ancl counterpart of this Agreement on the date first above


written.





SIGNED BY THE GOVERNMENT OF THE ] .._____


REPUBLIC OF GHANA acting by ] // - .vW


ALHAJI COLLINS DAUDA, the Minister ] a-t -*/


of Lands and Natural Resources who by ]





this execution warrants to the other party J


that she is duly authorized and empowered] HOV \ • ;■ ---


enter into this Agreement in the presence ] MIN. 0? MtNIST^


of: ] Mlijli £>F Mtjlps

- RESOURCES A.


P. O. BCX MB 212, ACCRA




















SIGNED BY THE WITHIN-NAMED ]


NEWMONT GOLDEN RIDGE LIMITED ]


acting by its Chief Executive/Managing ]





Director who by this execution warrants ]


to the other party that he is duly ]


authorized and empowered to enter into ]


this Agreement in the presence of: ]

















(DIRECTOR/SECRETARY)








29 /’





 OATH OF PROOF


*» of ACCRA make oath and i.


say that on the day of 2010 I was present and k





saw ALHAJI COLLINS DAUDA, Minister of Lands and Natural Resources


duly execute the Instrument now produced to me and marked “A" and





i























M














.■t





a ecu. A


] On the A^day of M1Q at/Q^ 0,dock the





noon this Instrument was proVcd b C me fay ^ Qath of ^ within.


named V=r\’<-'L * -*p._


to have Been duly executecT ^T the within-named AlHAJI COLLINS





DAUDA for and on behalf of “«■>„ r>


the Government” of the Republic of Ghana \


for Lessor herein.








s


 mieas




















Dated this day of 2010














GOVERNMENT OF THE REPUBLIC OF GHANA











AND








/ •»: 5=- -ft m ,


S'^r i.. NEWMONT GOLDEN RIDGE LIMITED


\y


/•c.











MINING LEASE -£











: FIFTEEN (IS) YEARS








Sdjjw SNCBMSgjT





' '■d i


EXPIRY DATE








FILE NO











-SOLICITOR-GF-THE SUPREME-COURT


GHANA




















31


 APPENDIX B





CALCULATION OF ROYALTY


 Appendix 6


Illustrative Calculation of Royal)





, . . Providedforthe purpose of Outvoting the tokvlatleiimedianlsmdefiped bisections; MtladiaithteofpKdktetlvohmes,ptke, revenue, otdbtr&tttfoB. The Royalty Rote skavaibekr/appBes only togold mined htaforest reserve area.


Tor gold mined ovtsldcaforest reserve area literate Is 03 patcmoce points lower but net lower than 3% le.g. a royalty role shcnn below of4AKYma!d be 33X and one ofS.iliwauM he 3SS).


(Average Gold Price. Year


Royalty Rate IMmgWHHTIPlBBUHl


' * 3.6* | 1 SMO 51.293L99


Iteini 4.1* 1 ^ 51.300.00 51.44549


n 4.6* 51.450.00 $229939


• 5.6% l 52400.00 Unlimited








••ltemr.Ii «&&&,'!+& •• .s^vw ;•>:<«« 1'ri^.:;Ri2?^R2January{^ftbKiafy3^Macdi^V^ApHI^!^Ma^^^liino^i^JulyHS?S?AOeKt'S2S(mt

.••»■• i. Average Monthly Gold Price ( >/a0 $1,100.00 $1,290,00 $1,295.00 $1305.00 $1/14939 $1,44939 $1,450.00 $2300.00 $9,299.00 $2,30030 $2305.00 $3,000.00


"2 mB&s*snp.&v&m


.%


*.s Applicable Royalty Rate (*) 3.6% 3.6% 3.6% 4.1H 4.1% 4.1% 4.6% 4.6% 4.6% 5.6* $.6% S.6%


.•V3.- ssasaw^’ses^s


Ounces Sold [Oz) 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000 40,000





'■ '4-{;


' 'S J . Totel Revenues Received ($M) $46.0 $51.8 $52.2 $51.8 $57.8 $62.0 $ 58.0 $86.0 $92.0 $92.0 $92A $11&0


S


•V1 Royalty Paid to Government $M) $1-7 $1.9 $1-9 $2.1 $2.4 $2.5 S2.7 $4.0 S44 S5J. S5J. S64


. € .-v








' NOTE: In conformity with the current un tarstanding andarra gements between Newmont Golden Ridge Limited and the Ghana Revenue Authority, the extra royalty of 03%payable for mining In the


forest reserve, Is paid to the Forestry 0 Commission of Ghana,





tt















































i


 APPENDIX C








CALCULATION OF GUARANTEED PAYMENTS TO GOVERNMENT


Appendix C • I


Illustrative Calculation of Carried Interest Payments to Government


IpmtMftt tbt pwpwe efStetrnthj Che tolaMta mcdudm dt/lnei la a«tto> A *•» IsdfcMfre vfprt&tttipkt, ickbuq certs «t Jbtrttetkni)








iM|tcmtf&Y»igAfttEFInaBgJWMcir,(art





part 1 - Illustrative Gold Price & Revenue


Avcrstc Yearly CeldFlfce ($/OonuJ $1400 $1100 $1400 $1400 $1400 $2800


SftSOKB


Revenue l$M)_ $3900 $4200 $3900 $3600 $3900 $4800 $5400 $3600 $4S00 $$40,0


Sis *a*sr/








Part 2 - Guaranteed Advance Payment calculation under section 6.2








CumlitaUve Guaranteed Advance payments ($M| $ $oo $23 $23 $4.7 $73 $103 $108 $133 S 16.7


153353.' sggjasagssg&i^ S333??SS








Part 3 • Government Interest calculation under Section &1


im DMdcndt Oecleted, to Shareholder* ($M) $oo $00 $00 $00 $oo $00 $$40 SS4Q $673 $1080


SailiS&i Wt^V&%i3S8£&


tm lysifi of Declared Dividends |$m) 1 $oo $oo $oo $oo $oo $00 $60 $60 $73 $120


aiaa&asaB^a&MasBBfiatt^ia^^








Part 4 • Government Carried Intcroid Payments


0.6K Guaranteed Advance Payment |$M) $00 $0.0 $23 $0.0 $23 $23 $3.2 $0.0 $27 $33





$0,0 $0,0 $0.0 $0.0 $00 $03 $0.0 $22 $4.8 $8.8


l/9GevemmentlnnreKFeyabIe(SM| ._


^aia^liiiS^B^d^g^SlgKiSaSl rSgKSsaig&ak&&aba^





m Total Government Carried Intcreit Payments ($M) $0.0 $0.0 $23 $0.0' $23 $29 $33 $12 $7.S $120


K5SWH?fi57‘'S»e'?Pr


APPENDIX D





MINING LIST


 MINING LIST


SERIAL R DESCRIPTION HS.CODE TAX RATE


001 AIR COMPRESSORS AND SPAREPARTS 8414100000 5


8414100001


8414100002


8414100003





oaz AIR DRYER & SPARES 8414100004 5


841410000S


8414100006


8414100007


8414100008


8414100009





003 AIR FILTER SYSTEMS AND SPARES 8414100010 5


8414100011





004 AIR OILERS FOR COMPRESSED AIR 8414100000 5


8414900000


8414590000





OOS AIR RECEIVING TANKS 7311000000 5





006 AMALGAM BARRELS 7326190000 5


.


007 AMMETERS-ELECTRIC 9030390000 5





008 ARMATURES 8S03000000 5





009 AUTOMATICSAMPLING 8474100000 5


EQUIPMENT&SPARES 8474900000





010 AXLE BOXES - SPECIALLY DESIGNED FOR MINING 8607190000 5





ou BALANCES - ASSAYING 8423820000 5





012 BALANCES - CHEMICAL SPECIFIC GRAVITY & WEIGHTS 9016000000 5





013 BAGS FOR SAMPLING ASSAYING. TAMPING.STEMMING. ETC. ** 5





014 BALL BEARINGS - BEARINGS USED ON MINING 8482100000 5


MACHINERV-&-PLANTS- Rdiwqqnnnn





015 BAT77ERIES -SPECIALLY DESIGNED FOR MINING 85078000 5





016 BELT FASTENERS & TIGHTENERS 8485900000 5








Oil BfclllNu.LALti « BmWLo Or MLLTrPESTCR "


DRIVING MACHINERY





018 BELTING FOR CONVEYORS, CUT OR UNCUT ** 5





019 BLACK LEAD 2504900000 S





020 BLOWLAMPS 8205600000 5





021 BOILER HOUSE PLANT INCLUDING ECONOMISERS 8404100000 5


 MINING LIST


SERIAL ft DESCRIPTION H.S. CODE TAX RATE


SUPERHEATERS. CONDENSERS SOOT REMOVERS. 8404200000


GAS RECOVERERS & RELATED ITEMS 8404900000





022 BOLTS - UNDERGROUND SAFETY ROOF 7326190000 5





023 BOLTS & NUTS (FASTENERS) 7318150000 5


7318160000





024 BOTTLES - GUTTA PERCHA 4017000000 S





025 BRASS INGOTS 7403210000 5





026 BRASS RODS 7407210000 5





027 BRONZE 7403220000 5





028 BRUSH 'BURETTE CYLINDER, TEST TUBE & CAMEL HAIR ETC. 9603100000 5





029 BRUSHES- FORTREATMENT PLANT FILTERS 9603500000 S





030 BRUSHES-FOUNDRY 9603500000 5


*


031 BUCKETS AND DISHES-AMALGAM 7326200000 5





032 BUTTON & BAR MOULDS 8480600000 5





033 CALCIUM CARBIDE 2849100000 5





034 CARBON FOR TREATMENT OF ORE (ACTIVATED CARBON) 3802100000 5





035 CARBON BRUSHES (ELECTRICAL) 8545200000 5





036 CARPET STRIP - DIAMOND MINING FOR RECOVERY DIAMONDS 3921900000 S





037 CEMENT- FOR MINING CONSTRUCTION 2523290000 5





038 CEMENTCLINKER FOR MINING CONSTRUCTION 2523100000 5





039 CEMENTSILO 6810990000 5


- ...


040 CHAINS-STEELFOR MACHINERY 7315120000 5


7315820000


731S89000Q





041 CHARTS-WINDER 4905990000 5


"


042 CHECKER PLATES 7302900000 S





043 CHEMICAL ELEMENT INORGANIC 8c ORGANIC 2942000000 5


CHEMICAL COMPOUNDS BEING CHEMICALS & 3102210000


REAGENTS USED IN ASSAYING & PRODUCTION 2503000000


2901100000


. 2904900000


2907110000


2908900000


 MINING LIST


SERIAL U DESCRIPTION H.S. CODE TAX RATE


2806100000


2808000000


2804100000


2804100000


2801100000


2805400000


2811110000


2811290000


2812100000


2812900000


2814100000


2824900000


2830100000


2830900000


2831100000


2831900000


2832100000


2833400000


2834100000


2834290000


2839210000


2835290000


2835100000


2836100000


2836990000


2837110000


2837200000


2839110000


2839900000


2842100000


2842900000


8847000000


2851000000


2845100000


2845900000


3823900000


2916110000


2916390000


2930100000


--- ----- 2232900000..


3102100000


3102900000


3103200000


3103900000


3104100000


---3194900000---





044 CLOTH ■ BRATTICE 5310900000 5


7019190000





045 CLOTH -FILTER 5911900000 5


6306190000


,


046 CLOTH -JOHNSON PRESS & CLARIFIER 5911100000 5





 MINING LIST


SERIAL if DESCRIPTION H.S. CODE TAX RATE


047 CLOTH POLYPROPYLENE 5408310000 5





048 CLOTH-SCREEN 6307900000 5





049 CONDENSERS- ELECTRICAL 8532300000 5


8532100000





050 COPPER WIRE-BARE 7408190000 5





051 COPPER WIRE INSULATED 8544110000 5





052 COUDUROY- GOLD MINING FOR RECOVERY OF GOLD 5801220000 5


5801320000





053 COTTER PINS 7318240000 5





054 CRUCIBLE-COVERS LINERS OR GOOCH 6903900000 5





055 CRUCIBLE - PORCILAIN FOR MELTING 6901100000 5





056 CRUCIBLE MUFFLE TONGS 8203200000 5





057 CUPELITESAMPLE DIVIDERS 7326190000 5





058 ORE STORAGE/PROCESSING ACCORDING TO 5


CYLINDER DESCRIPTION





059 DESICCANTS EG SILICA GEL - 3823190000 5





060 DESICCATORS 7017900000 5





061 DREDGES & SPARES 8429590000 5


8431410000


8431490000





062 DUMPERS & SPARES 8704231100 5


8704231110


8704231120


8704231130


8708990000





063 DUST COLLECTORS & SPARES 8474800000 5


84749000000





Ub4 ELECTRIC DRYING-OVEN (REPAIRES-SrPARTS]------- ---8514100000--- 5


8514900000





065 ELECTRICAL APPARATUS FOR MAKING & 8536890000 5


BREAKING ELECTRICAL CIRCUITS 5836900000





066 ELECTRICAL CLEANING COMPOUNDS 2851000000 5





067 ELECTRICAL DISTRIBUTION CONTROL PANELS AND PARTS 8537200000 5


8538100000


 MINING LIST


SERIAL 8 DESCRIPTION H.S. CODE TAX RATE


8538900000





068 ELECTRICAL LIGHT FIXTURES FOR MINING 9405400000 S


9405910000


9405990000





069 ELECTRICAL MOTORS CONVERTERS, TRANSFORMER RECTIFIERS, 8S01100000 5


RECTIFYING APPARATUS AND PARTS 8S02400000


8503000000


8504100000


8S04500000


8S04900000


8S12200000


8530100000





070 ELECTRICAL SIGNALLING EQUIPMENT 8S30800000 5


8S30900000


8631100000


8531200000


8S31800000


8531900000





071 ELECTRICALSTARTING & IGNITION EQUIPMENT 8S11100000 5


(INTERNALCOMBUSTION ENGINES) DYNAMOS, 8511900000


CUTOUTS ETC. FOR MINING MACHINERY INCLUDING


GENERATORS AND CUTOUT.





' 072 ELECTRICAL TESTING & REPAIRING INSTRUMENTS 9030100000 S


9030900000





' 073 ELECTRICAL TESTING & REPAIRING TOOLS 9024100000 5


9024800000


9024900000





074 ELECTROWINNING CELLS & REPAIRS & PARIS 8543890000


8S43900000





" 075 ELEMENTS ELECTRICAL 5





076 ENGINES • DUMPER DIESEL AND SPARES 8408200000 5


' ~8409990000---





077 EXCAVATING. LEVELING. SAMPUNG. BORING & 8429110000 5


EXTRACTING MACHINERY & PARTS 8429400000


. 8430100000


8430310000


843O69G0U0


8431410000


8431490000





078 EXPLOSIVES FOR MINING 3602009000 5


3603000000





-079 FANS, ALL KINDS (EXCEPT DOMESTIC) AND SPARES .8414590000 5


--- 8414900090





 MINING LIST


SERIAL It DESCRIPTION H.S. CODE TAX RATE


080 FERRQSIUCON 7202210000 S


7202290000





081 FIBRE MAN - MADE (FUNGRASS) USED FOR GOLD RECOVERY 5801260000 5





082 FIBREGLASS FLOOR GRATING 7019900000 5








083 FIBREGLASS BOATS FOR GOLD RECOVERY PONDS 8908000000 S


(INCLUDING SPARE PARTS)





084 FILTER WIRE 7314190000 S





OSS FILTERPRESS BAGS 4819300000 5





086 FILTERPRESS-CLOTH material tvoe S





087 FILTERPRESS • PAPER 4808100000 5





088 FILTERS & FILTER ELEMENTS (LIQUIDS & GASES) 8421230000 S


FOR MINING MACHINERY 8421990000





089 FLANGES 7307210000 5





090 FLOW MEASURING DEVICESAND PARTS 9026900000 5





091 FLOWMEASURING DEVICESAND REPAIRES 9026100000 5





092 FORCEPTS WEIGHT STEEL 7326900000 5





093 FURNACES, BURNERS FOR LIQUID FUEL (ATOMISERS). 8416100000 5


PULVERISED SOLID FUEL OR FOR GAS. MECHANICAL 8416100000


STOKERS ETC. & PARTS 8417100000


8416900000


8417900000





094 FUSES (VARIOUS) 8535100000 5





095 GAS TESTING APPARATUS 9026200000 5





096 --- SESEBCXES'fMINING MfiCHINERYTEQUIPMENTSfPLANT)--- ---8708400000---


INCLUDING SPARES 8483400000


8483400000





097 6E0TEXTILE FABRIC 5408100000 5


5603.93.00 ??





098 GLASSES - MAGNIFYING PICKERS 9001900000 5





099 GLASSES-METER 7020000000 5





100 GLYSO NO. 4 CORE COMPOUND 3805100000 5





• 101 GOLD WIRE FOR ASSAY • 7108130000 5 .





102 GRINDING MACHINES & TOOLS (INCLUDING GRINDING 8465930000 5


V


 MINING LIST


SERIAL ff DESCRIPTION H.S. CODE TAX RATE


WHEELS E.G. CARBORUNDUM WHEELS) 8466920000


6804100000


6804300000





103 GUAGE- ELECTRIC 9028300000 5





104 GUAGE-RINGS 9017900000 5





105 GUAGE - STEAM VACUUM, WATER 9017800000 5





106 GUAGE CHARGE 4905990000 5





107 GUAGE GLASSES, POINTERS 8202100000 5


8202990000


8202990000


8205200000


8205900000


8203100000


8203400000





108 HOSE & HOSE FITTINGS ** 5





109 HYDRAULIC ENGINES. MOTORS & PARTS 8412210000 5


8412290000


8412900000





110 HYDROMETER 9025190000 5





111 HYFLO SUPER CEL 3805100000 5





112 INDIA RUBBER TUBING 4009110000 5


4009420000





123 INDIA RUBBER VALVES 8481100000 5


8481300000





114 INDICATOR CARDS - ENGINE 4911990000 5





115 INGOT MOULDS *« 5





116 INSTRUMENTS FOR PHYSICAlTOR'CHEMtCAL ANALYSIS--- - 9031800000--- -S-----


9027100000


9027900000





117 INSULATED CABLES 8544110000 5


8544200000


--- --------- • ---


118 INSULATORS 854600000 5


8546100000





119 INTERNAL COMBUSTION ENGINES & PARTS FOR 8407100000 5


HEAVY DUTY MINING VEHICLES AND MACHINES 8407900000


8408100000


• • 8408900000





120 JACKS SIMILAR ITEMS 8425490000 5


 MINING LIST


SERIAL # DESCRIPTION H.S, CODE TAX RATE





121 JAWS FOR CRUSHERS 8474900000 5





122 JOINT BOX COMPOUND 3805100000 5





122 LABORATORY APPARATUS 8t SPARES THEREOF FOR ** 5


TESTING 8c SAMPLING OF ORE





124 LAMPS - ELECTRIC (EXCLUDING DOMESTIC) 8539100000 5


8539390000





125 LAMPS • HANOVER ULTRA VIOLET/RED 8539490000 5





126 LAMPS - MINERS & SPARES INCLUDING BELTS 8531000000


(LAMP PARTS 8513900000


7804110000





127 LEAD FOIL USED FOR ASSAYING GOLD 7804110000 5





128 LENS.08JECT 9002190000 5





129 LIFTING. HANDLING. LOADING. UNLOADING MACHINERY E.G.: 8428100000 5


LIFTS. HOISTS. WINCHES. CRANES TRANSPORTER CRANES. 8428200000


PULLEY&TACKLE. BELT CONVEYORS, 8428310000


TELEFERICS ETC. & SPARES 8428320000


8428330000


8431310000


8431390000





130 UME- METALLURGICAL 2522100000 5


2522200000


2522300000





131 LIMESTONE 2521000000 5





132 UNATEX. RUBBER LINING FOR PUMPS 400S910000 5


4005990000





133 USSAPOL N D B 3402110000 5


3402900000


....


134 LOCOMOTIVE ELECTRIC - SPECIALLY DESIGNED FOR 8601200000 5


MINING OPERATIONS





13S LOCOMOTIVE SPARES - SPECIALLY DESIGNED FOR 8607110000 5


MINING OPERATIONS 8607990000





136 LOCOMOTIVE DIESEL • SPECIALLY OESIGNED 8605000000 5


FOR MINING





137 LOOP HEAD 9033000000 5





138 LOOP. ZEIS HAND 9033000000 5


, . .. . ..


139 MABOR FOR MAKING CUPLES 6903900000 5





 MINING LIST


SERIAL If DESCRIPTION H-S. CODE TAX RATE


140 MACHINERY & MECHANICAL APPLIANCES FALLING 8459100000 S


UNDER CUSTOMS TARIFF 84:59 FOR MINING USE 8459700000


8466930000





141 MACHINERY PARTS NOT CONTAINING ELECTRICAL 8485900000 5


CONNECTORS. INSULATORS, COILS, ETC. - FOR MINING USE





142 MACHINES FOR SORTING. SCREENING, SEPARATING. WASHING 8474100000 5


CRUSHING GRINDING OR ETC. 8c SPARES 8474900000


8474200000





243 MAGNETITE 2601110000 5


2601200000





144 MAGNETS 8S05110000 5


8505900000





14S MAGNIFIER - APLANATIC & COMPOUND 9033000000 5








146 MATTING - FOR FILTER USE IN SOLUTIONTANKS S310100000 S


5301900000


5311000000





147 METAL-MUNTZ 7405000000 5





148 METAL DETECTORS 8521800000 S





149 METERS - ELECTRICAL VOLT GAS. UOUID & ACCESSORIES 9028100000 5


9028900000





150 MIXERS FOR REAGENT STORAGE TANKS 8474800000 5





151 MOULDERS - CHAPLETS, SAND. SPRING & STUD 7326190000 5





152 MUFFLES 6903900000 5





253 TYRES. INCLUDING OUTER COVERS. TUBES RINGS ETC 4011990000 5


FOR EARTH MOVING MACHINES 4013900000


7326909000





1S4 PACKING-ENGINE ETC. ** 5





155 PAD-DIAMOND SORTING 4823900000 5





156 PAPER-WHITE STONE DIAMOND SORTING & 4823900000 5


BLACK GLAZED • - ....





157 PATCHES (RUBBER.VULCANISING 4017000000 5





158 PH CONTROL EQUIPMENT 9027800000 5





159 PHOTSORB 3623190000 5


.


160 PIPES, TUBES 8c FITTINGS ** 5





 MININS LIST


SERIAL If DESCRIPTION H.S. CODE TAX RATE


161 PLUMBERS WIPING METAL 7801990000 5





162 POINTERS FOR WATER GUAGE GLASSES 9026900000 5





163 POLYTHELENETUBES/SHEETS FOR MINING 3925100000 5





164 PRESSURE FILTER 8421310000 5





165 PRESSURIZED TANKS IRON. ALUMINIUM. STEEL *« 5


(PLASTIC St ALLOYS)





166 PROTECTIVE CLOTHING. EQUIPMENT Sc SAFETY • • 5


WEAR FOR MINERS





167 PULSOMETERS 8413800000 5





168 PUMP LEATHERS 5





169 PUMPS & SPARES (AIR) 8414100000 5


8414400000


8414900090





170 PUMPS Sc SPARES (UQUID) 8413110000 5


8413810000


8413919000





171 PYROMETERS 9025800000 5





172 RAILSWUCHES (NOT ELECTRICAL) Sc OTHER SPECIALIZED 7302200000


MATERIALS FORJOINING/FIXING RAILS 7302300000


7302900000


7316000000





173 RAILS 7302100000 5





174 REFRACTORY BRICKS AND MORTAR 6904100000 5


3816000000





175 REFRACTORY BRICKS AND OTHER REFRACTORY 6902900000 5


CONSTRUCTION MATERIALS





176 REFRACTORY CEMENT & HARDENER 3816000000 5





177 REFRACTORY PRODUCTS OTHER THAN REFRACTORY 6903900000 5


CONSTRUCTION MATERIALS





---278--- AP4n4nnnnn r-


RESISTANCES"• --- iKHUIUUUUU


8533100000


8433400000





179 ROAD ROLLERS & SPARES 8429400000 5


8431490000





180 ROCK DRILLING TOOLS 8207190000 5


• 8207900000





 MINING LIST


SERIAL It DESCRIPTION H.S. CODE TAX RATE


181 ROPES-MANILA 5305900000 5





182 ROPES-STEEL HAULING 7312100000 5





183 ROPES WIRE 7312100000 5





184 RUBBER-OILSKINS 4015900000 5





185 RUBBER - PLATES & STOPPERS 4006900000 5





186 RUBBER - SEAT PROTECTORS 4016990000 S





187 RUBBER VALVES 4017000000 5





288 SAFETY VALVES 8481400000 5





189 SCREENING - PERFORATED STEEL PLATES 7212200000 5


7212300000





190 SCREENING-WIRE MESH 7314200000 5





191 SCREENING - WIRE MESH PHOSPHOR BRONZE 7414200000 5





192 SCREENING - WIREMESH, AGATE STEEL 7314200000 5





193 SCREENS - LEMANIT POLYURETHANE SLOTTED 8474900000 5





194 SCREENS FOR VIBRATORY CONVEYORS 7326909000 5





195 SHACKLES FOR WIRE ROPES 7315900000 5


7326190000





195 STEELSHOVELS- MINING (PARTS) 8201100000 5


8531900000





197 SIGNALING EQUIPMENT ELECTRICAL 8S30100000 5


8531100000


8531200000


8531800000





198- rikiri\t -2S0S100000- C


JILIIM, rhYLLl UlVUUHU


2505900000





199 SILICON CARBIDE ABRASIVE GRAINS 6805100000 5


6805200000


6805300000


--- --- •


200 SILICONES 3910000000 5





201 SILVER WIRE (PURE) FOR ASSAYING 7106920000 5


'


202 SOCKETS FOR WIRE ROPES 7326909000 5





203 SOLUFIX CEMENT FOR LINATEX RUBBER 3214900000 5





204 SOLVENT HT1 FOR CLEANING AIR COMPRESSOR 3814000900 5


 MINING LIST


SERIAL it DESCRIPTION H.S. CODE TAX RATE


INTERCOOLER TUBES





205 SPIKES-DOG 7317000000 5





206 STAINLESS STEELSCREEN CLOTH 7314120000 5





207 STARCH - MAIZE (REAGENT) 1108120000 5





208 STEAM & OTHER VAPOUR POWER UNITS & PARTS 8404100000 5


8404200000


8404900000


8402190000


8402900000





209 STEEL- ANGLE IRON. CHANNEL IRON BARS & 7216500000 5


PRODUCTS FOR MINING 7215900000


7216100000


7216900000


7216600000


7308909000


7216600000


7227900000





210 STEELS/S 7219120000 5


7219130000


7219140000





211 STEEL- BALLS FOR MILLING (GRINDING MEDIA) 7308900000 5


7326110000


7325.91.00





212 STEEL- DRILLS (ALL KINDS & SECTIONS 7228800000 5


.


213 STEEL- HIGH SPEED TOOL 7227100000 5


7228100000





214 STEEL-MILD BARS FOR REINFORCING CONCRETE 7214100000 5


7214600000





215 STEEL-MILD TOOL 7227900000 5





216 STEEL ROLLER JOISTS (NOT BEING BUILDING MATERIALS 7223100000 5


7213SOOOOO





217 STEELSET5 AND STEEL-WORKS FOR SHAFTS 7308900000 5





StEEI-STUm 74?Riannnn 5





219 STEEL-WIRE MESH FOR REINFORCING CONCRETE. 7314200000 5


FOUNDATIONS





220 STEEL WOOL 7323100000 5





221 STEELWORKS. FABRICATED FOR ORE TRANSFER STRUCTURES 7308900000 5





222 STORAGE BATTERIES ELECTRICAL PROTECTIVE 8507100000 5


 MINING LIST


SERIAL It DESCRIPTION H.S. CODE TAX RATE


CIRCUITS & PARTS 8507900000





223 SULPHURIC ACID REISTING ENAMEL 3207200000 5





224 SURVEYING INSTRUMENTS & PARTS 9015100000 5


9015900000





225 SYSTOFLEXVANISHED COTTON 6307900000 S





226 TAPS, COCKS, VALVES & SIMILAR APPLIANCES & PARTS 8481100000 5


8481900000





227 TAR SOLVENT 3814000090 5





228 TIN INGOTS 8001200000 5





229 TOGGLES 8485900000 5





230 TOOLS USED IN THE MINING INDUSTRY INCLUDING 8467110000 5


HANDTOOLS 8467890000


2467910000 •


8467990000


8460110000


8460900000


8466930000


8465100000


8465990000


8466920000


8205400000


7318150000


8204110000


8204120000


8204200000


8207200000


8204110000


8204120000


8204110000


8204120000


8201100000


8201900000


MA14AAAAA


8202900000


8202990000


8205100000


8205900000


- 8203100000





231 TRAILERS & PARTS (NOT MECHANICALLY PROPELLED) 8716400000 S


9716900000





232 TRANSMISSION SHAFTS, CRANKS. PLAIN SHAFT. BEARINGS. 8483200000 5


GEARS AND GEARING.FLYWHEEL. PULLEY BLOCKS & PARTS 8483600000


• , , 8483900000


' 5


233 TURBINES& PARIS 8411810000


 MINING UST


SERIAL 8 DESCRIPTION H.S. CODE TAX RATE


8411990000


8412100000


8412900000





234 TURNTABLES (RAILWAY & TRAMWAY 860800DOOO 5





235 TWEEZERS. PICKERS 82Q3200000 S





236 TWIST DRILL 8207200000 5





237 UNIVERSAL INDICATOR PAPERS 4823900000 5





238 UNIVERSAL INDICATOR SOLUTION 3823900000 S





239 VANNER BRUSH. BLADE HAIR & NYLON 9603400000 5


9603900000





240 VANNER GREASE, SNOWOOWNS NO. 151 2712100000 5


2710990000





241 VANNER INSULATING 3212100000 S


3212900000





242 VENTILATION DUCTING SHEET- FOR MINE VENTILATION 7210300000 5


7210900000





243 WATER GUAGES& PARTS 9026100000 S


9026900000





244 WATER GUAGES. RINGS 9026900000 5





245 WE1GHT0METERS FOR CONVEYORS 9026900000 S





246 WELDING EQUIPMENT INCLUDING ELECTRODES. SOLDERS 8515110000 5


AND FLUX 8515900000


8311100000


8311900000


3810100000





247 X-RAY EQUIPMENT, SPARES & FILM 9022190000 5


9027900000


3701100000





248 XYLENE 2902410000 S


2902440000





249 viMrni iQTjannnp a Rpn 7INfinLIST 7903100000 9








250 ZINC INGOTS 7901200000 5





251 ZINC SHAVINGS 7904000000 5


7906000000





252 RADIO COMMUNICATION EQUIPMENT (VHP) S





253 COMPUTERISED DISPATCH/TRACKING 5


 MINING LIST


SERIAL it DESCRIPTION H.S. CODE TAX RATE


EQUIPMENT/SYSTEM





2S4 LIME PACKAGING BAGS S





2SS ANY OTHER MINING OPERATION SPECIFIC MACHINERY, PLANT 5


AND APPARATUS NOT HEREIN SPECIFIED APPROVED BY THE


COMMISSIONER OF CUSTOMS. EXCISE & PREVENTIVE


SERVICE ON RECOMMENDATION OF THE


MINERALS COMMISSION


 GHANA REVENUE AUTHORITY





PREAMBLE TO THE 8th EDITION OF THE MINING LIST








The 3rf Edition of the Mining List, published in 1970 comprised items


imported under the General Concessionary and Duty-Free tariffs. The rates of


duty at that time were either‘free* or 5 per cent


Between 1970 and July 1977 rates of duty applying to the Concessionary





Tariff increased from 5 per cent to 20 percent and the tariffs were renumbered


from B.206(2) to B.205(2). An Import Licence Levy was also introduced.


During this period the General Rate had for many items been amended to


permit duty-free importation.





Hence, as at July 1977 the Mining List Concessionary Tariff was no longer


being used to support clearance of those items where the General Rate was


lower than 20 per cent, and items could accordingly be more fevourably


considered under the General Rate tariff.


i 3. The July 1977 Budget retained all existing Duty-free tariff concessions (F.63


and F.68), but increased General Rate duties to either 35 per cent or 60 per


cent for the majority of imports. In the same budget, the Concessionary Rate 4





* was again increased from 20 per cent to 35 per cent and the Tariff again re¬


numbered from B,205(2) to B.203(23). The Import Licence Levy was


discontinued.





4. The successive changes to tariff numbers and rates of duty, coupled with


I ' changes in the materials and equipment used by the various mines since 1970


made it necessary to produce a 4“ Edition of the Mining List, which was duly


checked and approved by the Comptroller of Customs and Excise on


February, 1981.





5. Between 1981 and 1989 General Rate Duty-Free and Concessionary Tariff


I Rates and structure were extensively amended. Over the same period, it


i became apparent due to ongoing developments in Mining Techniques and


( mechanization, that the Mining last required rationalization and


simplification.





6. A 5th edition ofthe list was prepared and came into effect on 1st January,





1991. This revision was necessitated by the promulgation of the Minerals and


Mining Law, 1986 (PNDC Law 153). Under Section 27 (a) all items


contained in the fist should be admitted free of taxes. The Edition reduced the


---BttmbeF-ofmining tist-entries-4fOm749-to-3i-6-by-ineerporating-minmg-items---


of like nature into more appropriate generalized mining headings.


7. As a result of (a) the introduction of technological changes in mineral


processing; (b) the increase in gold mining companies working within Ghana;


(c) taking cognizance of the national and international economic


environment; (d) the changes that are taking place in the structure of the


mining industry worldwide; (e) while grouping items of a like nature under


more appropriate mining headings, it became obvious that there was the need


to periodically revise the list.


8. A6lheditionofthelistwasaccordinglypromulgatedonMarchl, 1995. This


Edition reduced the number of Mining List items from 316 to 286.


9. Further to review proposed in paragraph 7, the 7th Edition of the list was


promulgated on March 24,1997, having 269 items.


10. Again in line with the spirit of these revisions, the 8th Edition of the list which


reduced the number of items from 269 to 252 was promulgated in 2000.


11. This 901 Edition of the list comprising of253 items is hereby approved under


the following conditions


a. In line with Paragraph 7 the list will now be reviewed annually in


September to which end the mining companies are expected to submit


proposals to the Ghana Revenue Authority for consideration by August


every year.


b. Items that are not included in this list will not attract the Concessionary


Tariffs rates.


c. A new item, SEALS has been added to the list.


d. The list is intended for the use of Mining Companies only.
































GEORGE BLANKSON


- CO M M IS&teNER=GBNEBAfc


GHANA REVENUE AUTHOBW7


 GHANA CHAMBER OF MINES


2011 MINING UST














semi US.COQfi DESCRIPTION TAX RATES


NIIMBKR


8414100000 AIR COMPRESSORS AND SPARE PARTS 3


1


8414400000


2414900000


2 8414100000 AIR DRYER&SPARES 0





8414900000


8421910000


8421990000





3 8421310000 AIR FILTER SYSTEMS 3


8411990000 AND SPARES





A 8414100000 AIR OILERS FOR J


8414900000 COMPRESSED AIR


8414390000


J s 7211000000 AIR RECEIVING TANKS S





6 7220110000 AMALGAM BARRELS 3


7 9020390000 AMMETERS • ELECTRIC 3





I 8303000000 ARMATURES S


9 8474100000 AUTOMATIC SAMPLING 3


8474900000 EQUIPMENTS SPARES





8407190000 AXLBBOXES-SPECIALLY 3


1 10


DESIGNED FOR MINING


1 PURPOSES


11 8423820009 BALANCES-ASSAYING 3





12 9016000000 BALANCES-CHEMICAL, 5


SPECIFIC GRAVITY6:





. 1 WEIGHTS


13 ACCORDING) TO MATERIALS QAGS-FOR SAMPLING 3





ASSAYING, TAMFIHO,


STEHMtNGETC


14 8482100000 BALL BEARINGS -BEARINGS USED MIN1NO 3


8482990000 MACHINERY & PLANTS





13 8307800000 BATTERIES---SPECIALLY DESIGNED FOR 3


MINING PURPOSES


16 8483900000 BELTFASINERS AND TIGHTENERS 3





17 ACCORDING TO MATERIAL OELUNOXACESiBANDS 3


OF ALL TYPES FOR


DRIVING MACHINERY





IS ACCORDING TO MATERIAL BELT-FOR CONVEYORS, 3


CUT OR UNCUT


IS 2304900000 BUCK LEAD 3





20 8203600000 BLOWLAMPS 3


21 8404100000 BOILBRHOUSS PLANT 3





8104200000 INCLUDING ECONOMISERS


8404900000 SUPERHEATERS, CONDENSERS SOOT


k REMOVERS.


GAS RECOVERERS AND





RELATED ITEMS


22 7326190000 OOL7S-UNDERGROUND 3


SAFETY ROOF





23 7318130000 BOLTS & NUTS 3


7318190000 (FASTNERS)


24 4017000000 QOTTLES-GUTTA PBRQIA 3





23 7403210000 BRASS INGOTS 3



































1 Of 12


 J


























SERIAL US. CODE DESCRIPTION T AX RATES


NUMBER


24 7407210000 QRASSRODS 5





27 7407200000 3RONZE 5


21 9503100005 BRUSH-BURETTE i


CYLINDER, TESTTUDE


AND CAMEL1IA1RETC.





2? 0003210000 BRUSHES-FOR TREATMENT 5


PUNT FILTERS


30 9003200000 BRUSHES-FOUNDRY 5


31 7320200000 BUCKETS&DISHES- 5





AMALGAM


32 S480000000 BUTTON&BAR MOULDS 5


33 2849100000 CALCIUM CARBIDE 5


34 3802100000 CARDON-FOR TREATMENT 5


ORORE (ACTIVATED





CARBON)


33 8345200000 CARBON BRUSHES 5


(ELECTRICAL)


36 3921900004 CARPET STRIP-DIAMOND 3


MINING, FOR RECEOVERY


DIAMONDS





37 2323290000 CEMENT-FOR MINING 5


CONSTRUCTION PURPOSES


33 2323100000 CEMENT CLINKER FOR 5


MINING CONSTRUCTION


PURPOSES





3? 6310990000, CEMENTSILO i


40 7315120000 CHAINSCTEELPORMACHINERY i


41 4S05990000 CHARTS-WDflJBR 5


42 7302900000 CHECKERPLATES S





43 2942000000 CHEMICAL ELEMENTINOR43AN1C& ORGANIC i


CHEMICAL COMPOUNDS BEING CHEMICALS &


REAGENTS USED INN ASSAYING AND


3102310000 PRODUCTION








2303000000


2901100000 A





2904900000


2907110000





2908990000


2805100000


2808004000


2804100009


2804500000


2801100000





2805400000


2204000001


2811110000


2811290000


2812100000





3812900050


2814100000


2815110000


2824900000


2830100000


2830900000


2831100000





iflj ivwmw


W2IOOOM


























‘ 2 of 12





 SERIAL 1LS. CODE DESCRIPTION TAX HATES


NUMBER


283340000C


2834IOOOOC


2S3429000C


2835IOOOM


2S3529000C


283S10000C


i 2S3620000C


! 2836990000


2837110000


2837200000


I 2839110000


I 2839900000


3842100000


2842900000


2847000000


I 284SIOOOOO


i 2845900000


3823700000


) 2916110000


I 2916390000


\ 2930200000


2932990000


, 3102100000


i 3102900000


i 3103100000


3103900000


3104300000


! 310(900000


/


< 44 5310900000 CLOTH-BRATTICE 5


l


7019110000


45 6306190000 CLOTH-FILTER 5


45 5911100000 CLOTH-JOHHSON PRESS 5


6306190000 AND CLARIFIER


47 5408310000 CLOTH-POLYPROPYLENE 5


4$ 6307900000 CLOTH-SCREEN 5


l 49 8S333 00000 CONDENS ERSELECTRICAL 5


{ 8532100000


50 7408190000 COPPER WIRE-BARE 5


SI 8544110000 COFFER WIRE INSULATED 5


l SI 5801220000 COUDUROY-GOLD MINING 5


j 5801320000 FORRECOVERY OP GOLD


S3 7318240000 COTTER FINS 5


54 6903900000 CRUCIBLE-COVER AND 5


| LINERS FORGOOCH


l SI 6909110000 CRUCIBLE-PORCELAIN 5


. 1 FOR MELTING


S( 8203200000 CRUODLE MUFFLE TONGS 5


\ S3 7326190000 CUPEUIE SAMPLE 3


-4--- - - DIVIDERS


» CORE STORAGE1PROCE5SINO 5


• ACCORDING TO CYLINDERS


i DESCRIPTION


| 59 7017900000 OESICCANTS EG SILICA GEL 5


£0 7017900000 OESIOCATORS 5


fil 8429590000 DREDGES & SPARES 5


8431410000


8431490000











\




















3 of 12


 SERIAL ILS. CODE DESCRIPTION TAX RATES


NIIMflER


62 miooooo OUMPEKS AND SPARES 5 . *


*703970000


63 8476300000 DCJST COLLECTORS & 0


8474900000 SPARES


« 3914100000 ELECTRIC DRYINGOVEH 5 4


8JH900000 (REPAIRS & FARTS)


65 8536600000 ELECTRICAL APPARATUS 5


9136900000 TOR MAKJNO & DRAEK1N0


ELECTRICAL QRCUITS


66 2962000000 SLECTR1CALCLEANINO 1


COMPOUNDS


67 8617200000 ELECTRICAL D1STRJ DU- 5


smioewe nOW CONTROL PANELS


8139900000 AND PARTS


6S 940540000^ ELECTRICAL LIGHT 1


9401910000 FIXTURES FORMJN1NO


9405990000


69 850IICOOOO ELECTRICAL MOTORS 5


8102400000 i


|


l


8103000000 RECTIFYING APPARATUS


8104100000 AND PARTS


8504500000


8504900000


70 timooooo ELECTRICAL SKJNALUNQ 5


8130300000 EQUIPMENT


71 85M1000001 ELECTRICAL STARTING & S


8111900000 IGNITION EQUIPMENT


(INTERNAL COMBUSTION


ENGINES) DYNAMOS,


CUTOUTS ETC FOR


MINING MACHINERY


(INCLUDING GENERATORS ,>


AND CUTOUT)


72 9030100000 ELECTRICAL TESTING & 5


9030900000 REPAIRING INSTRUMENT


9024100000 ELECTRICAL TESTING &


72 9024800000 REPAIRING TOOLS 5


9024900000


74 3543700000 ELECTROWINNING CELLS 5


8543900000 AND REPAIRS & PARTS


7J 8548100000 ELEMENTS ELECTRICAL 5 .


76 8403200000 ENGINES-DUMPER 5


8409990000 DIESEL AND SPARES


77 8429110000 EXCAVATING, LEVELING, 5


8429400000 SAMPLING, SOUND AND EXTRACTING


MACHINERY


8430100000 AND PARTS


8430310000


8430690000


8431410000


8431490000


71 3602000000 EXPLOS1VES-FORM1N1NO 5


3603000000


79 8414590000 PANS, ALL KINDS OF 5


8414900000 (EXCEPT DOMESTIC) AND


SPARES


SO 7202210006 FERROS IUCON 1
































4 Of 12


SERIAL ILS.C0DE DESCRIPTION tax rates


NUMBER


7202290000


81 3S01250000 FID RE-MAN MADE s


(FUNGRASS) USED FOR


SOLD RECOVERY


S3 7019900000 FIBREGLASS FLOOR 5


GRA7INO


S3 6908000000 FIBREGLASS BOATS FOR GOLD RECOVERY 5


PONDS


(INCLUDING SPARE PARTS)


14 7314190000 FILTER WIRE 5


83 4819300000 FILTER? HESS-BAGS 5


u ACCORDING TO F1LTERPRESS-CLOTH 3


MATERIAL


S3 4803100000 F1LTERPRESS-PAPER 5


88 8421230000 FILTERS ft FILTER 3


8421990000 ELEMENTS (UQU [DS it


OASES) FOR MINING


MACHINERY


88 3917400000 FLANGES 5


7307210000


9(1 9025900000 FLOW MEASURING DEVICES 5


9025100000 AND PARTS


91 9026200000 FORCEPS WEIGHT STEEL 5


93 8416100000 FURNACES, BURNERS FOR 5


8415200000 LIQUID FUEL


8417100000 (ATOMISERS).


8415900000 FULVERSISBD SOLID FUEL


8417900000 OAFOR GAS; MECHANICAL


STOKERS ETC ft PARTS


93 8533100000 FUSES (VARIOUS) 5


94 9026200000 OAS TESTING APPARATUS 3


93 870840000C GEARBOXES (MINING 3


8483400000 MACHINERY, EQUIPMENT


8483900000 ft PLANT) INCLUDING


SPARES


9i 9408100000 GEOTEX3UE FABRIC 3


97 9001900000 GLASSES-MACN1FYING 5


PICKERS


98 7020000000 GLASSES-MEIER 5


93 3803100000 0 LYSO NO, 4 CORE 5


COMPOUND


100 7108130000 GOLD WIRE FORASSAY (GOLD BULLION) 5


101 8453930000 GRINDING MACHINES ft TOOLS (INCLUDING 5


8455920000 □RINDING WHEELS EG


6804100000 CARBORUNDUM WHEELS)


5804300000


103 9028300000 GUAGE-ELECTRIC 5


-|M ------ -9017900000 GWtOB=RINCSFOR--- 5


[CM 9017800000 OUAGE-STEAM VACUUM. 5


WATER


103 4903990000 GUAGECHART 5


100 7020000000 GUACE GLASSES, 5


8202100000 POINTERS FORHANDTOOLS


' 8202910000



































5 of 12





SERIAL iLS. CODE DESCRIPTION TAX RATES


NUMBER


8202J5000C


8283100000


2203100000


8203400000


105 ACCORDING TO HOSE& HOSE FITTINGS 5


MATERIAL


101 £412210000 HYDRAULIC ENGINES. 5


6412290000 MOTORS & PARTS


1412500000


10$ $025100000 HYDROMETER 5


110 3805100000 HYFLO SUPER CELL 5


111 • 4005(10000 INDIA KUDBEJ! TUBING S


4009120000


112 $451100000 INDIA RUBBER VALVES s


$431300000


113 4911990000 INDICATOR CARDS --- s


ENGINE


111 ACCORDING TO INGOT MOULDS s


MATERIAL


115 $031800000 INSTRUMENTS FOR 5


$027100000 PHYSICAL OR CHEMICAL


$027900000 ANALYSIS


116 $544110000 INSULATED CABLES 5


8514200000


117 8546100000 INSULATORS S


8546900000


111 840S20000C INTERNAL COMBUSTION S


$406700000 ENGINES & PARTS FOR


8404100000 HEAVY DUTY MINING


8408900000 VEHICLES AND MACHINES


11$ 8425490000 IACK& SIMILAR ITEMS s


120 8474200000 JAWS FORCRUSIIERS s


121 3805100000 JOINTS SOX COMPOUND 1


122 ACCORDINGTO DESCRIPTION LABORATORY APPARATUS s


9031800000 Si S PARESTHEREO P FOR


TEST1NO & SAMPLING OP


ORE


123 8539100000 LAMPS-ELECTRIC s


8539390000 (EXCLUDING DOMESTIC)


121 8539410000 LAMPS HANOVER ULTRA 5


VIOLET/RED


12) 8513900000 LAMPS-M1NERS & S PARES s


INCLUDING DELTS


(LAMP PARTS)


126 7804110000 LEAD FOIL USED 5


FOR ASSAYING GOLD


127 9002190000 LENS. OBJECT 5


-121 OrflOliYIlW ICTlVtn


8428200000 LOADING, UNLOADING


8429310000 MACH) NERVED: LIFTS,


8428320000 HOISTS, WINaiES. CRANES


8428330000 TRANSPORTER CRANE.


8431310000 PULLEY i: TACKLE. BELT


8431390000 CONVEYORS. TELEFER1CS


- --- .. - ___ ETCASPAItPS



































6 of 12


SERIAL ILS.CODE DESCRIPTION TAX RATES


NUMBER


125 2322100000 LIME-METALLURGICAL 5


2322300000


2322300000


130 2321000000 LIMESTONE 5


131 4003910000 UNATEX. RUDDER 3


4003990000 L1N1N0 FOR PUMPS


132 3402110000 mSAPOLNDD 3


3402900000


133 9601200000 LOCOMOTIVE ELECIRIC- 0


SPEOALLY DESIGNED


FOR. MINING OPERATIONS


134 9607110000 LOCOMOTIVE SPARES- 0


3607990000 SPEQC1A1LY DESIGNED


FOR MINING OPERATIONS


133 1603000000 LOCOMOTIVES DIESEL- 0


SPECIALLY DESIGNED


FOR MININO OPERATIONS


1361 9033000000 LOOP HEAD 3


137 9033000000 LOOP, ZEIS HAND 5


I3B 6903900000 MABOR FOR MAKING 3


CUPELS


139 8439100000 MACHINERY* MECHANICAL 0


$439390000 APPLIANCES FALUNO UNDER CUSTOMS TARlfF


$466930000 S439-FOR MINING USE


140 9(97900000 MACHINERY PARTS NOT 0


CONTAINING ELECTRICAL


CONNECTORS. INSULATORS,


COILS. ETC-FOR MINING USE


141 $474100000 MACHINES FOR SORTING. 0


$474900000 SCREENING, SEPERATTNO,


$474200000 WASHINQ, CRUSHING


CRJNDINO OR ETC & SPARES


142 260U10000 MAGNETITE J


2601200000


143 1303110000 MAGNETS 3


$303900000


144 9012100000 MAGNIFIER-APLANATIC & 3


9033000000 COMPUND


143 3310100000 MATTING-FOR FILTER 3


3310900000 USE IN SOLUTION TANKS


3311000000


146 740300000C METAL-MUNIZ 3


147 METAL DETECTORS 5


149 9013900000 METERS-ELECTRICAL VOLT 3


9022900000 GAS; LIQUID & ACCESSORIES


149 $474200000 MIXERS FOR REAGENT O


STORAGETANK5


130 7326192516 MOULD ERS-CHAP LETS, 3


57NDT5PRINO(feSTUD


131 6903900000 MUFFLES 3


132 4011990000 TYRES, INCLUDING OUTER 3


4013900000 COVERS. TUBES RINOS


ETC FOR EARTH MOVING


MACHINES


133 ACCORDING TO MATERIAL PACKING-ENGINE ETC 3
































7 of 12





SERIAL ILS. CODE DESCRIPTION TAX RATES


NUMBER


15 •132390009 PAD - DIAMOND SORTING S


15. 4SZ39OTMI PAPER-WHITE STONE 3


DIAMOND SORTING*


SLACK GLAZED


IX 40I700000C PATACI1ES (RUDDER, S


VULCANISING)


ir 902780000C PH CONTROL EQUIPMENT 5


158 38231SOOOC PHOTOSORU 5


155 ACCORD[(.<3 TO MATERIAL PIPES, TDD ES & FITTINGS 5


I6C 780199000C PLUMBERS WIPING METAL 5


151 902S909C4Q POINTERS FOR WATER 5


CUAOEOUSSES


162 3920100000 POLY77IELENB 5


IUDES/5HEETS FOR M1NINO


I S3 &421310000 PRESSURE FILTER S


I6i ACCORDING TO MATERIAL PRESSURIZED TANKS 5


IRON. ALUMINIUM.


STEEL, PLASTIC*


ALLOYS


165 ACCORD1NGTO PROTECTIVE CLOTHING, S


MATERIAL 4 DESCRIPTION EQUIPMENT & SATEFY WEAR FOR MINERS


166 8413310000 PULSOMETERS S


167 4205000000 PUMP LEATHERS 5


165 8414100000 PUMPS & SPARES (AIR) 0


8414400004


8414900000


169 8413110000 PUMPS&SPAKES 3


8413310000 (LIQUIDS)


8413910000 -


17C 9025800000 PYROMETERS 5


171 7302100000 RAIL SWITCHES (NOT S


73023DCOOO ELECTRICAL) & OTHER


73029MM4 SPECIALIZED MATERIALS


7316000000 FOR JOININO/FDCING


RAILS


172 7302103000 RAILS s


173 6904100000 REFRACTORYDRICK& 5


3816000000 MORTAR.


17-S 6902900000 REFRACTORY BEUCKS AND 5


OTHER REFRACTORY


CONSTRUCTION MATERIALS


175 3816000000 REFRACTORY CEMENT AND 5


HARDNER


•176 6903900000 REPREACTORY PRODUCTS S


OTHERTHAN REFRACTORY


CONSTRUCTION MATERIALS


177 8548100000 RESTANCE5 5


8533100000


8533300000


173 8529400000 ROAD ROLLERS & SPARES Q


8431490000


179 3207130000 ROCK DRILLINO TOOLS 5


8207900000












































8 of 12


 ILS. CODE DESCRIPTION TAX RATES


SERIAL


NIIMDER


ISO S30S000HG ROPES • MANILA 5





III 2312100000 ROPES - STEEL HAULING 5


in 7312100000 ROPES-WIRE 5


I


in 4015900000 RUBBER-OIL SKINS 5


IS! 4004900000 RUBBER-PLATES It STOPPERS 5


IS} 4014990000 RUDDER-SEAT PROTECTORS 5





ISO 4017000000 RUBBER* VALVES 5


IS7 8481400000 SAFETY VALVE 5





ISS 7212200000 SCREENING-PERFORATED 5


t 7212300000 STEELPLATES


l in 7314300000 SCREENING-WIRE MESH 5


I


IK 7403220000 SCREENING-WIRE MESH 3


PHOSPHOR BRONZE


101 7314200000 SCREENING-WIRE MESH, 5


AGATE STEEL





]» 8474900000 SCREENS-LEMANIT 0


POLYURETHANE SLOTTED





193 7326909000 SCREENS FOR VIBRATORY s


CONVEYORS


194 732620000C SHACKLES FOR. WIRE s


7315190000 ROPES





195 8429510000 STEEL SHOVELS-MINING 3


8431410000 (PARTS)


194 8530100000 SIGNALING EQUIPMENT 5


8531100000 ELECTRICAL





8531200000


8531800000


I





197 2505100000 SILICA, FINELYGROUND 5


2505900000


I9S 4805100000 SILICON CARBIDE 5


4805200000 ABRASIVE GRAINS





4805300000


199 3910000000 SILICONES 3





200 7104920000 SILVER WIRE (PURE) 3


FOR ASSAYING


732(200000 SOCKERS FOR WIRE TOPES 3


201


203 3214900000 SOLUFtX CEMENT FOR 5


UNATEX RUBBER


203 3814000000 SOLVENT KT1 FOR S


CLEANING AIR





COMPRESSOR INTER*


• I


COOLERTUBES





2M 7317000000 SPIKES---DOO 3


\ 20} 7314)20000 STAINLESS STEEL SCREEN 3


CLOTH





204 1108120000 STARCH-MAtZ£(R£AGENT) J


203 8404100000 STEAM i: THER VAPOUR 3





8404200000 POWER UNITS iPARTS


8404900000


' _ " 84172190000


8402900000





20S 7214500000 STEEL-ANGLE IROHCHANNBL IRON BARS &


PRODUCTS FORM1NING 5


7215900000





7214100000


7214990000






































9 of 12





SERIAL US. CODE DESCRIPTION TAX RATES


NUMBER


7218610000


7308900000


7216600000


7227800000


20$ 7219120000 STEEL-NfiLD 5


7219130000


7219140000


210 7336110000 STEELBALLSFOR 5


ICUING (GRINDING


MEDIA)


211 7228800000 STEEL-DRILLS-ALL KINDS 5


AND SECTIONS


212 7227100000 STEEL-HIGH SPEED TOOL 5


7228100000


213 7214100000 STEEL-MILD OARS FOR 5


7214:00000 WNFORONO CONCRETE


FOUNDATIONS


214 7223904000 STEEL-MILD TOOL 5


2b 7113100000 STEEL-ROLLER JO ISIS J


72)3200000 [NOT BEING BUUSTM


MATERIALS)


2b 7303800000 STEEL-SETS AND STEEL¬ S


WORKS FOR9HAFTS


ll'i VUSIOAX* STEEL STUDS i


218 7314200400 STEEL-WIRE MESH FOR 5


REINFORCING CONCRETE


FOUNDATIONS


218 7323100000 STEEL WOOL S


220 7303800000 STEELWORKS, FABRICATED s


FOR ORE TRANSFER


STRUCTURES


221 85O7I0000C STORAGE BATTERIES 5


8}07900000 ELECTRICAL PROTECTIVE


CIRCUITS & PARTS


222 3207200000 SULPHURIC ACID RESISTING ENAMEL 5


223 901310000C SURVEYING INSTRUMENTS 5


9015900000 AND PARTS


224 6307900000 9YSTOFLEX VANISHED S


COTTON


22} 8481100000 TATS, COCKS. VALVES ft S


M81800000 SIMILAR APPLIANCES ft


PARTS


22} 3814000090 TAR SOLVENT 5


223 8091200000 TIN INGOTS 5


228 USSmXKK 'toggles S


228 >467110000 TOOLS USED IN THE MINING INDUSTRY s


8467390000 INCLUDING HAND TOOLS


3467910000


S4S799CCOC


----8460H 4000


3460900000


3466930000


>465100000


8465890000


3466920000






































10af.12


SERIAL ILS.CODE DESCRIPTION TAX RATES


NUMBER


S20340000C


73181500*


8204110000


82041200a


820720000C


82MU000C


82M12000C


820110000C


82019000)0


22021000a


8202210000


8202220000


82051000a


8205200000


83031000a


82034000a


230 8716400000 [BAILERS AND PARTS S


87162000a [HOT MECHANICALLY PROPELLED


231 84831000a IHANSM1SSION SHAFTS, S


84836000a CRANKS, PUTN SHAFTS,


84832000a BEARINGS, CHARS AND


GEARINO, FLYWHEEL PULLEYS BLOCKS &


FARTS


233 84111100a TURDUINES & PARTS 3


84119900a


84121000a


84122000a


233 86080000a TURNTABLES (RAILWAY S


AND TRAMWAY)


234 82032000a TWEEZERS, PICKERS s


233 82072000a TWISTDRILL 3


236 48232000a UNIVERSAL INDICATOR PAPERS 3


237 38231200a UNIVERSAL JNDICATORSOUmON 3


23! 26034000a VANNER BRUSH, BLADE 3


22032000a HAIR&NYLON


233 27121000a VANNERGREASE. 5


27101163a SHOWDOWNS NO. 131


240 32121000a VARNISH INSULATING 3


32129000a


241 72103000a VENTILATION DUCTTNO 3


72)0200020 SHEET-FORMINB


VENTILATION


243 90361000a WATER GUAQES & PARTS 3


90262000a


243 90269000a WATER OUAGES, RINGS 3


244 90318000a WEIGHIOMEIERSFOR S


CONVEYORS






























































11 of 12


SERIAL tt& CODE DESCRIPTION TAX RATES


NUMBER


24‘ UtftKWO WELDING EQUIPMENT 5


3515900000 INCLUDING ELECTRODES,


53I11COOOO SOLOERSANOPLUX


3311900000


3810100000


246 9022190000 X-RAY EQUIPMENT. 5


9022900000 SPARES & FILM


3701(00000


347 2902410000 XYLENE 5


2902440000


248 7903100000 ZINC DUST & PREPARED 5


ziNcousr


249 7901200000 zinc moms S


250 7904000000 ZINC SHAVINGS 5


7907000000


251 MONfrORINO EQUIPMENT INCLUDING 5


ACCORDING TOSYSTEM COMPUTERISED DISPATCH TRACKING


EQUIPMENT/ SYSTEM & CCTV


252 ACCORDING TO MATERIAL BULK PACKAGING DAOS 5
























































































































































12 of 12


In ease of -reply the Customs Division Form No. 80


number and date of this


letter should be quoted


Customs Division of ,


My Ref, No. JH/MINEfl- Ghana Revenue Authority


' Fax No_.0302-666716. P. O. Box 68


ACCRA ■


REPUBLIC OF GHANA Tel: 233-302-675701-9





j October 2012








See Distribution





9th EDITION OF mimtmg LTST








Attached please find the 9th Edition of the Mining list comprising of two hundred and


fifty three (253) items dated 3 September 2012 for your guidance.








Please acknowledge receipt

















Commissioner


Distribution:





Ministry of Finance and Economic Planning


Ministry of Trade and Industry


Ghana Chamber of Mines


Ghana Minerals Commission


Commissioner, Domestic Tax Division


Gateways Services Limited


BIVAC International Ghana Limited


Ghana'Link Network'Servicra'Umited............


Webb Fonteine Ghana Limited


Inspection & Control Services Limited


Ail-Deputy Commissioners, Customs Division, Ghana Revenue Authority


Assistant commissioner. Imports and Deports, Customs Division


All Ports-ancTStations -------


CD


Commissioner General, Ghana Revenue Authority


 GHANA REVENUE AUTHORITY





PREAMBLE TO THE 9th EDITION OFTHE MINING LIST *4











The3td Edition of the Mining List, published in 1970 comprised items


imported under the General Concessionary and Duty-Free tariffs. The rates of


duty at that time were either ‘free* or 5 per cent.





2. Between 1970 and July 1977 rates of duty applying to the Concessionary


Tariff increased from 5 per cent to 20 percent and the tariffs were renumbered


from B.206(2) to B.205(2). An Import License Levy was also introduced.


During this period the General Rate had for many items been amended to


permit duty-free importation.


Hence, as at July 1977 the Mining List Concessionary Tariff was no longer


being used to support clearance of those items where the General Rate was


lower than 20 per cent, and items could accordingly be more favourably


considered under the General Rate tariff


3. The July 1977 Budget retained all existing Duty-free tariff concessions (F.63


and F.68), but increased General Rate duties to either 35 per cent or 60 per


cent for foe majority of imports. In the same budget, the Concessionary Rate V


was again increased from 20 per cent to 35 per cent and the Tariff again re¬


numbered from B.205(2) to B.203(23). The Import Licence Levy was


discontinued.


4. The successive changes to tariff numbers and rates of duty, coupled with


changes in the materials and equipment used by the various mines since 1970


made it necessary to produce a 4“ Edition of the Mining List, which was duly


checked and approved by foe Comptroller of Customs and Excise on 12th


February, 1981. •





5. Between 1981 and 1989 General Rate Duty-Free and Concessionary Tariff


Rates and structure were extensively amended. Over the same period, it


became apparent due to ongoing developments in Mining Techniques and


mechanization, that the Mining List required rationalization and


simplification.





6. A 5th edition of the list was prepared and came into effect on 1st January,


1991. This revision was necessitated by foe promulgation of the Minerals and


Mining'&Hwrl98fi'(PNDS'Lawi53-)rJ0nder-Section-2?-^a)-aH-iteins------ ---


contained in the list should be admitted free of taxes. The Edition reduced the


number of mining list entries from 749 to 316 by incorporating mining items


of like nature into more appropriate generalized mining headings.


r


 7. As a result of (a) the introduction of technological changes in mineral


processing; (b) die increase in gold mining companies working within Ghana;


(c ) taking cognizance of the national and international economic


environment; (d) the changes that are taking place in die structure of the


mining industry worldwide; (e) while grouping items of a like nature under


more appropriate mining headings, it became obvious that there was the need


to periodically revise the list.


8. A 6th edition of the list was accordingly promulgated on March 1,1995. This


Edition reduced the number of Mining List items from. 316 to 286.


9. Further to review proposed inparagrsph 7, the 7th Edition of the list was


promulgated on March 24,1997, having 269 items.


10. Again in line with the spirit of these revisions, the 8th Edition of the list which


reduced the number of items from 269 to 252 was promulgated in 2000.





11. This 9th Edition of the list comprising of253 items is hereby approved under


the following conditions


a. hi line with Paragraph 7 the list will now be reviewed annually in


September to which end the mining companies are expected to submit


proposals to the Ghana Revenue Authority for consideration by August


every year.


b. Items that are not included in this list will not attract the Concessionary


Tarifft rates.


c. A new item, SEALS has been added to the list.


d. The list is intended for the use of Mining Companies only.

















SIGNED BY...............


rnmmicfitnnftr GtfffayftTof Ghana Revenue Authority





GEORGE BLANKSON





__-P-QjjMjSSjgl.NEaiGENEBAi


GHANA REVENUE AUTHOfftT?


 APPENDIX E








CURRENT VAT MOU


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VAT SERVICE AMD NEWMONT GHANA





REPORT OF


WORKING COMMITTEE FORMED TO DISCUSS SCOPE OF





VAT/NHIL RELIEF GRANTED NEWMONT GHANA


1.0 INTRODUCTION








A committee with membership drawn from the VAT Service and Newmont


Ghana (Newmont) was constituted in July 2007 by the Management of the


two Institutions to discuss and resolve the differences between them (the


VAT Service and Newmont) with respect to the scope of VAT/NHIL (VAT)


relief granted to Newmont in accordance with the Investment Agreement


(which is an Agreement between the Government of the Republic of


Ghana and Newmont Ghana Gold Limited, Goldem Ridge Resources


Limited and Rank Mining Company Limited that was ratified by Parliament


on 24th December 2003).


Section 6.2 of the Agreement provides, inter alia, that Newmont shall be


exempt from the payment of VAT on ail items they import and for all


foreign and locally purchased of services and supplies to the extent used


in connection with operations.


However, fn administering the said Agreement, officers from the two





institutions have interpreted Section 6.2 differently. This has resulted in


disagreement between the two institutions with respect to the meaning of


the phrase to the extent used In connection with operations and for


that matter the scope of VAT relief to Newmont. Thje Committee was,


therefore, constituted to resolve these differences.


2.0 MEMBERSHIP





The Committee was made up of seven (7) members as .follows:


1. Joseph Qbeng-Yeboah (Chairman) . VAT Service


2. Edmund Tetteh Kodjoe (Member)’”* Vai service


3. Victor Brew (Member) VAT Service


4. Seidu Ahmed Owusu (Member Secretary) VAT Service


5. Patrick Brannan (Member) Newmont


6. Edwin Aliotey Acquaye (Member) Newmont


77Ebenezer Kwesi Brace (Member) “ “-Newmont---


3.0 SCOPE OF WORK





Based on the Issues summarized in the introduction above, the Committee


decided on its scope of work as follows:


 interpretation of the meaning of “operations" as defined in the


Investment Agreement;





II. application of the Investment Agreement relating to VAT including


discussions on the demand notices issued by VAT Service to


Newmont;


III. release of the automated VAT Relief Purcha'se Order (VRPO)


stationery to Newmont; and


IV. discussion of the work done by Research, Monitoring and Planning


Department of VAT Service in respect of the usage of VRPOs by


Newmont. !


4.0 DISCUSSIONS


The Committee started sitting on 31st July, 2007 and, subsequently met


twice in a week - Wednesdays and Fridays. The venues for the meetings


alternated between the VAT Service and Newmont. The first item


considered was the meaning of “operations" as defined in the Investment


Agreement. j


4.1 OPERATIONS


The Committee began by discussing the meaning of “operations".


There was however, no consensus. Newmont explained


"operations" to mean (as contained in section 1.27 of the


Agreement) all activities and transactions conducted by or on behalf


of Newmont with respect to, under or incidental! to this Agreement


including but not limited to Exploration, Development, Production


and Reclamation and the financing of any Of them. Although


Newmont agreed that section 1.27 does not give: blanket exemption


for any potential activity that Newmont will carry out, they insisted


that current activities being carried out by their companies are


related to mining and are therefore, either operational activities or


incidental to operations. ‘





The VAT Service on the other hand, stated that they understood


“operations* differently. The VAT Service position on “operations" is


that, although the definition is not limited to Exploration,


Development, Production and Reclamation, "operations" does not





The VAT Service stated further that in its opinion, the other


incidental activities should take their colour from "... Exploration.


Development, Production and Reclamation..." as captured under


Section 1.27 of the Agreement. Furthermore, jlhe VAT Service's


view was that the phrase "to the extent used in connection with


operations" in Section 6.2 of the Agreement implies that there is a


limit to the scope of VAT relief to Newmont, and that, to qualify for


relief from payment of VAT, the activities conducted should be in


connection with or incidental to operations. In the opinion of the


VAT Service this position is In conformity with Section 24 of the


VAT Act, Act 546 of 1998 which states inter alia that input tax Is


deductible if it is used wholly, exclusively and 'necessariiy in the


course of business of the trader.


In view of the fact that the Committee could not reach consensus


with respect to the meaning of "operations’', the Committee decided


to move on by considering the next item under the scope of work. It


was thought that reviewing the specific items identified by the VAT


Service would assist in developing a functional definition of


operations.


4.2 SCHEDULE OF SPECIFIC ITEMS REVIEWED .


Prior to the setting up of the Committee, the VAT Service


considered certain transactions by Newmont to be outside the


scope of relief from payment of VAT taking cognizance of the


meaning of “operations" as defined in the Investment Agreement


(see Appendix 1 for details of the transactions). :


With regard to catering and camp management services, Newmont


explained that the mine site is a remote location and that facilities


such as catering and camp management need to be provided to


enable their employees live and work at the site. Newmont has thus


contracted All Terrain Services Limited (ATS) tb provide catering


and camp management services (laundry, cleaning, repair and


maintenance etc).


With respect to domestic appliances/supplies, it was explained that


accommodation at the site need to be furrlished with those


appliances to enable the workers stay and work for the company.


-The-appllances-befong-to-the-company-and-inot---the-indMdual---


workers and are therefore not to be carried away by the latter


whenever they leave the mine site.


With regard to the miscellaneous expenses, these are items which


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therefore will need to be addressed on the individual transaction


basis.


Following the review of the specific items and to understand the


explanation provided better, the Committee decided it was





3


 necessary for members (especially the VAT Service team) to





undertake a trip to Newmont’s mine site at Ahafo in order to


familiarise themselves with the mine operations.








4.3 THE MINE TOUR





The Committee members undertook a mine tour to the Ahafo site


from 26lh to 27,h August, 2007.





4.3.1 Findings


it was observed that Newmoni operates surface; mining with two (2)


pits. The pits are located few kilometers away from the processing


plant. Access roads have been constructed to link the site


operations and other facilities.


All Tenrain Services (ATS) is responsible for the management of the





camp. They undertake cleaning and laundry services at the site.


They also control access to the camp accommodation and handle


the keys to those rooms. ATS prepares food for the workers without


selling to them. All mine workers resident at the camp are entitled


to free meals three (3) times daily. Workers who hre not resident are


entitled to a meal each per shift worked. This is a case of an


outsourced operational activity. The rooms at jhe camp are each


furnished with orthopaedic mattress, television set, DSTV and other


electrical gadgets. Most of these items are provided to meet basic


needs of the mine workers resident at the site.








4.4 RECOMMENDATIONS





Based on the categorisation of the specific items reviewed the


Committee hereby makes the following recommendations:





1. Catering Services and Camp Management-.The Committee


recommends that the catering and camp management services


. suctiasJbnse provided under the ATS contraft qualifies as an _


operational activity under the investment Agreement and


therefore is entitled to the relief from payment pf VAT. VRPOs


may be properly issued.





_ . 2. Domestic Appliances/SuppUes-The Committee recommends


that the domesUc appliances/supplies at the Nfewmont


accommodations are provided to enable the workers to live and


work at the site. These items are necessary tO;provide basic


accommodations for workers in support of site operations and


are therefore entitled to relief from payment ofVAT. VRPOs may


be properly issued.


 3. Miscellaneous Expenses- The Committee recommends that


items such as those under the miscellaneous expenses above


be reviewed based on their individual usage. Based on that


review the Committee recommends:


a. Items which do qualify for relief from payment of VAT:


i. bicycles


ii. road maintenance


iii. printing of sample tickets





b. Items which do not qualify for relief from payment of VAT:


i. 1000 caps


ii. black stars T. shirt etc


iii. chocolate wrappers I


iv. food items not covered by the catering contract


v. assorted wine '


vl. DSTV services


i





i 4.5 CONSIDERATION OF ITEMS ON THE DEMAND NOTICE


SCHEDULES





On the basis of the above recommendations and in consideration of





concessions granted Newmont under the Agreement die Committee


agreed that:


1. The following items on the demand notices, dated 5th


*. September 2006 and 16th March 2007, issued by the VAT


Service should be granted relief from payment of VAT.


. i. Catering and Camp management services


ii. Orthopaedic mattresses for site accommodation


1 iii. Washing machines for site accommodation


I iv. Various towels for site accommodation


. t


v. Television sets for site accommodation


vi. Bicycles (as means of trarlsport for security


personnel who patrol the site) |


vii. Road construction and maintenance at the site


viii. Printing of sample tickets file, labels for ore


samples) j


ix. Electrical appliances for the miipe site





The value of VAT waived for the above items as appeared in the


demand notices issued to Newmont by the VAT Service totals


£709,211,695.52 (see appendix 2 for the details).*


2. The following items on the demand notices, dated 5th


September 2006 and 16th March 2007, issued by the VAT


Service should not be granted relief from payment of VAT.


 I. food items (other than catering services by AH


Terrain Services)


ii. wine


iii. caps for the launching of Ahafo site


iv. black stars T. Shirts


v. chocolate wrapper


The Value of VAT/NHIL waived for the above items as appeared in


the demand notices totals 029,797,105.44 (see appendix 3 for the


details).


The payment made so far by Newmont with respect to the demand


notices totals 0739,008,800.96 (copies of receipt attached)


I


This means a difference of 0709,211,698.52! (0739,088,800.96-


029,797,105.44) will be refunded to Newmont. ’





5.0 WORK OF RESEARCH MONITORING AND PLANNING (RM&P)


DEPARTMENT


The Committee considered the work done by RM&P department of VAT


Service during their monitoring visit to Newmont in • April 2007 on the


usage of VRPOs. The schedule prepared by RM&P during their monitoring


exercise has been incorporated in the schedule of specific items reviewed


under item 4.2 above. In consideration of the recorr)mendations of this


Committee, and based on work performed RM&P will idsue a report.


6.0 AUTOMATED VRPO STATIONERY


The Committee discussed the need for Newmont to implement the


automated VRPO system previously agreed on with the VAT Service. The


VAT Service has suspended the release of the automated VRPO


stationery pending resolution of the 5th September 2Cj06 demand notice.


Based on the recommendation for resolution of the September 5"1 2006


demand notice, the Committee further recommends the release of the


automated VRPO stationery to Newmont. ;





7.0 SUMMARY


Although the Committee could not reach consensus on the definition of


“operations", it made considerable progress by agreeing on the broad


categories as listed ifl'4'.4'ab'ove, Tfre‘calegories-wers-determined-based-


on Items listed In the demand notice schedules. The items reviewed in this


report and categorized as qualifying for VAT relief or otherwise are not


exhaustive.


 In view of this broad agreement, the following are the Committee's


recommendations:


1. Thai a standing Committee with membership drawn from the


two institutions be formed with the aim of resolving any future


differences that may arise in respect of the Investment


Agreement.


2. That the categories of catering and camp management and


domestic appliances/supplies as defined in item 4.4 be relieved


from payment of VAT.


3. That the VAT Service refunds the amount of $4709,211,695.52





or GH07O.921.17 to the Newmont, representing the difference


between the payments made by Newmont p(er the Demand


Notices and the actual VAT amount due per the


recommendations of this Committee.


4. That the automated VRPO stationery be released to Newmont


In accordance with item 6.0 of this report.


5. That DSTV is not considered as a basic domestic appliance





and thus VAT must be paid on It.





8.0 CONCLUSION





The Committee members believe that the above recommendations if endorsed


will go a long way to improve good working relationship' between die two


institutions and enhance smooth implementation of the terms of Investment


Agreement as it relates to VAT.


The recommendations and work of the Committee, as documented in this report,


are without prejudice to the earlier agreement between the VAT Service and


Newmont. dated 20th August, 2004 on the scope of VAT relief for Newmont.





Submitted please.


Name


1. Joseph Obeng-Yeboah


2. Edmund Tetteh Kodjoe


3. Victor Brew


4. Seidu Ahmed Owusu


5. Patrick Brannan


5*





6. Edwin Allotey Acquaye


7. Ebenezer Kwesi Brace


 APPENDIX 1








| CATEGORY DESCRIPTION [supplier _ [remarks


Catering and Camp Maintenance and All Terrain | Provision of


| Management catering services Services {'catering and camp


• services 1 management


■services at the


j mine site


Catering and All Terrain ;-do-


[ hospitality Services


• Christmas All Terrain -do-


I


i function Services


Catering Services All Terrain ;-do-


i Services


! Camp MGT and All Terrain rdo-


Catering services Services


! Domestic Orthopaedic African Domestic


> Appliances/Supplies mattress Foundation Gh. appliances/suppiies


provided at the site


i Ltd. (


Washing Novotec Ltd. 1


machines o


• • a


i Various towels UNA Agencies T-


! -do-


i 21" Sony Sogha Ltd. rdo-


\ Television


i Washing Edarick Ltd. ....


machines Q.


O


1


i Household Ederick Ltd ido-


I Electrical i


Appliances


(airconditioners,


fridoes. etcl


Bed UNA Agencies -do-


CIothes(sheets,


i pillows, etc)


CATEGORY DESCRIPTION _ SUPPLIER |REMARKS


Miscellaneous Phoenix bicycles Manjigo Ent. i For security patrol


Expenses etc [at the mine site


1000 caps for Epiters Epilage Used during the


Ahafo Services inauguration of


i Ahafo mine


Road Naachiaa Plant Access roads at


maintenance Ltd. Ihd site


Black stars T. Effects Ltd. Sojcial service


Shirt etc i


Printing of Speedy Publicity Us'ed to Identify soil


sample tickets samples


Sample tickets Speedy Publicity Us;ed to identify soil


t. printing satnples


1 Chocolate Erisaas Press Uded as promotion


i wrappers during inauguration


of^hafo mine


Food items Max Mart


Food items Asante Asante t


Ltd


Assorted wine Cape Trading i


Co. Ltd.


Grocery Max Mart


Grocery Koala Shopping


Centre


Bottled water Voltic Ghana Ltd i


!


i . . DSTV Multichoice


I








APPENDIX 2








1 CATEGORY ! DESCRIPTION I SUPPLIER VAT/NHIL WAIVED:


i


L . . * . J


| Catering services Catering and All Terrain Services 119,053.561.68:


i hospitality 1


Catering and Ail Terrain Services5 217,201.358.461


hospitality





Catering and All Terrain Services. 70,513,073.73


hospitality


Xmas function All Terrain Servicesj 129,769,211.30


Domestic Orthopaedic «


African Foundation' 480,000.00


Appliances/Supplies mattress Gh. Ltd.





Washing machine Novotec Ltd. - 10,682,607.00


Various towels UNA Agencies 890,550.00





21" Sony Television Sogha Ltd. 8,559,783.75


Honey moon African Foundation ; 840,000.00


L . . _ orthopaedic mattress Gh. Ltd. !


Ederick Ltd.


Washing machines t 4,950,000.00





Miscellaneous Phoenix bicycles etc Manjigo Ent. 13,110,000.00


Expenses


Road maintenance Naa Chiaapiant Ltd.) 113,524,536.00


Printing sample


Speedy Publicity 13,091,342.40


tickets i


t





Sample tickets Speedy Publicity 6,545,671.20


printing


TOTAL ■ 0709,211,695.52


 APPENDIX 3








! CATEGORY | DESCRIPTION | SUPPLIER VAT/NHIL WAIVED








Catering services Food items Max Mart 768,205.44


i Food items Asante Asante Ltd 14,312.025.00


!


Cape Trading Co.


Assorted wine Ltd. 2,493,375.00





Miscellaneous 1000 caps for Ahafo Epiters Epilage 10,500,000.00


Expenses Services


Black stars T. Shirt Effects Ltd, 253.500.00


etc





Chocolate wrapper Erisaas Press 1,470,000.00


TOTAL 29,797,105.44






























































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