NOTICE: The text below was created automatically and may contain errors and differences from the contract's original PDF file. Learn more here


December 2017

Government of Sierra Leone


SierraMin Bauxite (SL) Limited










































General Principle

Related-Party Transactions

Financial Statements and Books of Accounts


Income Tax


Charges on Imports

Freight Levy

Port Charges

Goods and Services Tax

Interest Deduction on Debt

Community Development Fund

Management of Funds and Financing

Withholding Tax Obligations

Ring Fencing

Capital Gains

No Other Impositions





(a) Production: Programme of Mining Operations

(b) Rights Incident to Mining Operations

(c) Occupation of Surface Land

(d) Accessory Works and Installations

(e) Employment and Training

(f) Housing of Laborers

(g) Health and Safety

(h) Environmental Protection

(i) Medical Services

(j) Government Protection and Assistance

(k) Confidentiality

(1) Surveys

(m) Imports and Exports

(n) Tbofeyim Port Operations

(o) Rehabilitation and Revegetation of Mined-Out


(p) Promotion of Local Industry

(q) Bauxite Sales and Shipments

(r) No Solicitation

(s) Further Studies
















































(a) Assignment

(b) Notices

(c) Limitation of Application of Mines and

Minerals Act, Income Tax Act and Otber Acts

(d) Prior Consent or Approval

(e) Revocation by the Government

(t) Force Maj eure

(g) Amendment

(h) Periodic Review

(i) Corrupt Practices

G) Governing Law

(k) Ratification

(\) Conciliation & Arbitration




















Schedule 1

S chedule 2

Description of the Mining Lease Area

Closure Plan




THIS agreement (this «Agreement") is made the

(1) Government of the Republic of Sierra Leone (hereinafter referred to as the" Government"),

represented by the Minister of Mineral Resources: and

(2) SierraMin Bauxite (SL) Limited, a company duly registered under the laws of Sierra Leone to

do business in Sierra Leone, whose registered office is at 115 Jomo Kenyatta Road, Freetown

(hereinafter referred to as the " Company" and collectively with the Government, the



day of December 2017 BETWEEN



On 7 September 2016, the Government and the Company entered into a Large Scale

Mining Licence No. ML 1/2016 with respect to the development and operation of a

bauxite mine in Sierra Leone (the "Mining Lease").


The Government and the Company have agreed to vary and amend the terms of the

Mining Lease upon the terms herein.

NOW, THEREFORE the Government and the Company hereby agree as follows:






In this Agreement the following terms shall have the following meanings. unless the context

requires otherwise:

"Affiliate" : an entity that, directly or indirectly through one or more intermediaries,

controls, is controlled by, or is under common control with the Company. For the

purposes of this definition, "control" (including the terms "controlling" "controlled

by" and "under common control with") means ownership of greater than 50% of the

share Gapital of a company or the possession, directly or indirectly, of the power to

direct or cause the direction of the management or policies of an entity, whether through

the ability to exercise voting power, by contract orotherwise.

"Arms-Length Transaction": a contract or agreement that has been arrived at in the

marketplace between independent, non-affiliated persons with opposing economic

interests regarding that contract in accordance with Section 154 of the Mines and

Minerals Act.

"Charges on Imports" : include all taxes, duties, excise, charges, levies, fees, dues,

contributions, payments and other impositions of any kind payable to the Government or

any agency of Government, whether ad-valorem, flat rate and otherwise, in respect of

imports into Sierra Leone. but exclude any such taxes, duties, excise, charges, levies, fees,

dues, contributions, payments and other impositions from which the Company shall be

exempt pursuant to this Agreement:


"Chiefdom Authorities": includes the Paramount Chief, The Chiefdom Speaker,

Members of the Chiefdom Committee, Members of the Chiefdom Development

Committee, Chairman of the Court, Section Chiefs, Section Spe.akers, Town Chiefs,

Town Speakers Chiefdom Council and Tribal Authorities.

"Chiefdom R ep resenta tives": the Paramount Chief, Chiefdom Speaker or Chairman

of the Chiefdom Development Committee.



"Contractor": means any contractor, sub-contractor, service provider or vendor of the


"Control": ownership of greater than 50% ofthe share capital ofa company and/or the

possession, directly or indirectly, of the power to direct or cause the direction of tbe

management or policies of an entity. whether through the ability to exercise voting

power, by contract or otherwise

"D elivery A djustmen ts": any price adjustment for a shipment of bauxite made

pursuant to the provisions of the relevant bauxite sales contract, relating to (a)

premiums/penalties for bauxite quality deviations, including moisture and silica

content, as certified by an inde_p endent inspector approved by the Parties; and/or (b)

the application of price reference data not available at the time of shipment.



"Effective Date": the later of (1) the date first set out in this Agreement above and

(2) the date on which the Government Gazettes approval of this Agreement by

Parliament, as more fully described in clause 9(k).

"Fuel and Lubricants": mean all petroleum products used by the Company in the

course of its business hereunder including d iesel, petrol. heavy fuel oil, kerosene and


"Incom e Tax Act": the Income Tax Act 2000, including any legislation amending

the same or substituted therefor and all regulations and rules from time to time in

force thereunder.

"Lender" shall mean a lender to the Company or its Affiliates.




"Machinery": means machines consisting of a combination of moving parts and

mechanical elements which may be put in motion by physical or mechanical force,

admitted as such by the Commissioner-General, National Revenue Authority.

"M aritime A ct": the Sierra Leone Maritime Administration Act 2000, Act. No. 11 of

2000, including any legislation amending the same or substituted therefor and all

regulations and rules from time to time in force thereunder.

"Mines and Min erals A ct": means the Mines and Minerals Act 2009, including any

legislation amending the same or substituted therefor and all regulations and rules

from time to time in force thereunder.

"Mining Area": the lands for the time being comprised within the Mining Lease.

"Mining Consum ables": all materials used by the Company in the course of its

mining operations including, without prejudice to the generality of the foregoing,

pumps. pipes, concentrates. gases, chemicals and food stores.

"Mining M achine ry, Plant an d Equipme nt": mean all machinery, plant, and


equipment useful to and used by persons carrying on mining operations, in clearing

land. removing minerals from it and transporting, separating, handling and packaging

such minerals for sale, including. but without prejudice to the generality of the

foregoing construction materials for mrning and processing, dredges, barges,

towboats, pumps, piping, screens, conc~nl,<11i11g and ~eparating equipment. power


generating and distributing equipment, cranes, lorries, road building equipment,

mineral drying and storage and conveying and handling equipment, together with

accessories, spare parts and appliances for use and used exclusively with any of the

foregoing, but shall not include light passenger vehicles other than those used

exclusively for the operation of the mine or any goods for household use.


"Mining Lease": the large scale mining licence no. ML 1/2016 dated 7 September

2016 between the Government and the Company registered as Number 14/2016 at

page 99 in Volume 11 of the Government's Book of Mining Leases, as further

described in Schedule 1 and as renewed and amended from time to time as hereinafter


"NMA" means the National Minerals Agency established under the National Minerals

Agency Act 2012.



"Net Bauxite Sales Price": the final price received or receivable by the Company,

free on board the ocean going vessel of the bauxite shipment, net of Delivery

Adjustments and after deduction of the Freight Levy and Port Charges; "free on

board" is a term defined under INCOTERMS 2010 published by the International

Chamber of Commerce and means point of sale offshore Freetown Port, including

loading on to the vessel, however excluding marine freight transport, insurance,

unloading and transportation from the discharge port to the final destination ("Final

Point of Sale").

"Nominated Suppliers": mean those independent, unaffiliated entities, excluding

banks and financial institutions, to be provided by the Company from time to time and

as amended from time to time throughout the project and supplying substantial goods

and services to the Company on a long-term basis, being the supply of goods and

services for more than one year or involving a contract amount in excess of US$


"NRA" means the National Revenue Authority established under the National Revenue Authority

Act 2002.

"Pla nt": means prefabricated fixtures not including building materials as well as

special purpose vehicles such as dumpers and shuttle trucks for use in mining or

dredging; and

"Ports Act": means the Ports Act, Act No. 56 of 1964, including any legislation

amending the same or substituted therefore and all regulations and rules from time to

time in force thereunder.

''Reference Date": means the 7 September 2016 and on the 7 September of each

following year.

"Tbofeyiro River Port" means the port constructed at the Thofeyim River by London

Mining Limited and which includes all unloading, storage and loading facilities on land

and in the river.

"Thofeyim River T erminal Road" means the haul road which runs from Rogberi to the

Thofeyim River Port.

Where the context so admits, words importing the singular shall include the plural and vice








The Company may from time to apply for any licence, lease or other right available to it

under the Mines and Minerals Act. Subject to the provisions of the Mines and Minerals Act

the Government shall process any such application and grant any right to which the Company

is entitled under that Act.



Under this Agreement, the Mining Lease shall be granted for a period of 25 (twenty five)

years from the Effective Date. The Company shall have the right of renewal of the Mining

Lease in accordance with generally applicable law, as in existence from to





In the event that the Company shall wish as part of its existing operations to increase

the bauxite reserves available to mining operations hereunder by mining identified

bauxite reserves in a location adjacent to the Mining Area, the Company shall be

entitled as a priority, subject to the Mines and Minerals Act and otherwise in

accordance with generally applicable law, to apply to the Minister of Mineral

Resources for an extension of the Mining Area to include that location.


Together with any such application, the Company shall submit:

(i) a detailed description and map of the Mining Area as revised

to include the proposed extension;


(ii) a geological report describing the bauxite reserves in the

proposed extension;


(iii) a proposed mining programme for the utilization of the bauxite

located in the proposed extension as part of the existing mining

operations hereunder, including a description of the works to be

carried out and the estimated capital cost thereof; and

(iv) a description of the measures to be taken by the Company to

comply with the environmental and other terms and conditions of

this Agreement.


Subject to the provisions of the Mines and Minerals Act, the Government shall

process any such application and grant any right to which the Company is entitled

under that Act.


Upon the Government's approval of such app Iication, the Mining Lease shall be

amended to incorporate the new Mining Area description and plan included in such

application to take account of the matters mentioned in clauses 4(b)(iii) and

(iv) hereof. the remaining provisions of the Mining Lease to remain in full force and





The Company may surrender any part or parts of the Mining Area comprised in

the Mining Lease at any time during the term thereof by notice in writing to the

Minister of Mineral Resources to that effect and. upon such surrender. the lands

surrendered shall cease to be comprised in or subject to the provisions of the

Mining Lease.


During the term of the Mining Lease, the Government shall indemnify the

Company against all claims of any owners or occupiers (including the Chiefdom

Authorities) in respect of the Mining Area, other than claims for compensation

made in accordance with the provisions of the Mines and Minerals Act.


Upon the surrender or termination of the Mining Lease granted hereunder or of

any portion thereof, the Company is hereby granted a period of 6 (six) months, or

such longer period as the Director of Mines may specify, immediately following

such surrender or other termination in which to remove all or any of its buildings,

structures, plant, machinery, equipment (including barges and push boats) and

other effects from the areas covered by the Mining Lease or portion of the Mining

Lease surrendered or otherwise terminated. Any of the Company's buildings,

structures, plant, machinery, equipment or other effects which are not removed in

accordance with the provisions of this clause 5(c) within the period stated herein

or such longer period as the Director of Mines may specify, shall at the expiration

of such period become the property of the Government. Nothing in this clause

5(c) shall prejudice the right of the Government under the Mines and Minerals

Act to take possession of any buildings, structures, plant, machinery, equipment

or other effects which are the property of the Company and which on the

surrender or termination of the Mining Lease are left upon the area of such

Mining Lease if the Company is knowingly in default in payments due to the

Government in respect of such Mining Lease at the time of such surrender or

termination. Provided the Company is not in such default, the Government shall

co-operate with the Company to ensure that removal is accomplished within the

six months or such longer time period provided by the Director ofMines.


If any precious minerals (as defined in the Mines and Minerals Act) are





recovered by the Company, they shall be delivered by the Company to the

Director of Mines. or to such other Government agency or depository as the

Director of Mines shall designate for such purpose. The Company shall have the

first right of application for an exploration license or mining rights in connection

with any precious minerals identified by the Company in the Mining Area. The

Government shall have the right to make such disposition of any precious

minerals so delivered by the Company as the Government deems proper and

make such distribution of the proceeds derived therefrom as the Government

considers fair and equitable.



Unless otherwise indicated, the start date for Year 1 tax incentives is 1st January 2018.



General Principle

This Agreement was entered into on the basis of the laws and regulations of Sien-a

Leone prevailing on the Effective Date and the exceptions provided in this

Agreement. While the Company shall be subject to generally aµ plicable laws with

respect to taxes. duties. and other ~0v~mm emal obligations. ex.cert fo r the



exceptions provided in this Agreement, any revised law or regulations of Siena

Leone which does or would adversely affect the economic or commercial position

of the Compan1 or of any of its Affiliates, Lenders or Contractors under the terms

of the Agreement or the Mining Lease, then the Agreement shall be subject to

such amendments as are necessary to ensure that the economic or commercial

position of the Company or of any of its Affiliates, Lenders or Contractors that

existed at the Effective Date is maintained.


Related-Party Transactions

The terms of sales, leases. licences and other transfers of goods and services

between the Company and its Affiliates shall be determined pursuant to ArmsLength Transactions negotiated between the parties in substantial accordance with

the substantive principles and guidelines set forth in 1he Transfer Pricing

Guidelines for Multinational Enterprises and Tax Administrations published by

the Organization for Economic Cooperation and Development or subsequent

substantive guidelines having a similar purpose agreed to by the Parties.


Upon request of the Government, the Company shall provide to the Government

copies of any contract or other relevant documentation related to transactions with

Affiliates (which may include. for each such transaction, a preliminary invoice,

certificate of quality by an independent assessor and a final invoice).



The balance sheets, statements of earnings and other financial statements and

books of accounts of the Company shall be stated, maintained and expressed in

United States Dollars. The Rents, Royalties, Charges on Imports, Port Charges,

Freight Levy and Community Development Fund contributions payable

hereunder, as well as the costs of all Contractors and internal costs of the

Company (including employment costs, general and administration, health and

environmental and social costs, insurance, amortization costs of any equipment

acquired by the Company from vendors, any rehabilitation costs and any other tax

deduction allowable under the Income Tax Act), shall constitute an operating cost

of the Company and shall be allowed as deductible expense in ascertaining the

Company's net chargeable income for Income Tax purposes to the extent

permitted by generalJy applicable law, as in existence from time to time. Interest

payable to non Affiliate Lenders shall also be deductible for income tax purposes.



Finan cial Statements and B ooks of A ccounts




Mining Lease Rent

The Company shall pay to the Government annually and without demand on

Reference Date and on each anniversary of the Reference Date, the sum of

US$500.000 (Five hundred thousand United States Dollars) in respect of an

annual lease rent as defined and envisaged in its Mining Licence ML0 I /20 16.

This amount shall be increased annually on each anniversary of the Reference

Date by an amount equal to 3% of the annual lease rent for the previous.

starting three years after the Reference Date



Surface Rent

The Com pan) shall pa) a surfac e rent to the la\'- fu1 oc.;u~1erc;


of the Mining Area. The amount of such surface rent shall be

determined pursuant to agreements with the lawful occupiers of

the Mining Area_ as set out in Schedule D of the Mining Lease

and in accordance with Section 34 of the Mines and Minerals

Act (or any successor provision thereto).


Income Tax



Years 1 to 3: 0%

Years 4 thereafter: rate of tax applicable to companies as set forth in

the Income Tax Act.





The Company shall pay a royalty in respect of each export

shipment of bauxite mined under the Mining Lease at a rate

equal to the product of (x) the Royalty Rate (as defined below)

and (y) the Net Bauxite Sales Price of such shipment

determined in an Arms-Length Transaction. "Royalty Rate "

shall be determined by Applicable Law. In the event that the

price of bauxite in such shipment shall be initially ascertained

on a provisional basis. the amount of royalty shall initially be

calculated by reference to such provisional price. After the Net

Bauxite Sales Price is finally ascertained due to Delivery

Adjustments in accordance with this Agreement, the amount of

the royalty shall be accordingly adjusted by reference to the Net

Bauxite Sales Price.


Royalties, Rents, Charges on Imports, Port Charges, Freight Levy and

Community Development Fund payments payable hereunder shall

constitute an operating cost of the Company and shall be allowed as

deductible expenses in ascertaining its net chargeable income for Income

Tax purposes. Royalty shall not be imputed as part payment of any tax on


(3) a maximum period of 45 days after the end of each month's

shipment the Compan) shall present to the Director of Mines, with a copy

to the Ministry of Finance, a statement certi{ied by the Company's

accredited representative showing (a) the approximate tonnage of bauxite

mined by the Company during the preceding quarter, (b) the tonnage of

bauxite shipped by the Company from Sierra Leone during the preceding

quarter, (c) the price of the bauxite so shipped and (d) the bauxite sales

payments received by the Company for said quarter based on the Net

Bauxite Sales Price. Each export statement shall specify the destinations

and names and addresses of the consignees of bauxite so shipped and shall

be accompanied b) a copy of the export entries certificate by the

Comptroller o f Customs aI1



The Company in the conduct of iu; activities in Sierra Leone pursuant

to this agreement. shall be liable for Income Ta"< on its income

derived in Sierra Leone at the following rates:




Within 30 (thirty) days after presenting such statement, the Company shall

pay, in U.S. Dollars, the royalty on the bauxite sales made by the

Company during the previous quarter, a copy of the payment advice to be

furnished to the Director of Mines and to the Comptroller of Customs and

Excise. Tbe amount of any Delivery Adjustment and other adjustments

shall be added to or deducted from the royalty otherwise payable with

such statement.


Where the Company enters into an agreement to dispose of minerals with

affiliated persons, the terms of any such agreement (aod the royalty

payable on minerals sold other than in an Arm's-length transaction) shall

be assessed under 6(t)(l) in a manner consistent with Section 154 (2) of

the Minerals Act, as determined through an Advance Pricing Agreement

entered into by Government and the Company pursuant to guidelines

described in 6(f)(6).



Prior to the disposal of any minerals to affiliated parties, the Company and

Government shall enter into an Advance Pricing Agreement establishing

guidelines for determining the deemed Ann's length sale value and _price

of such minerals for purposes of the calculation used in the statement set

out in clause 6(t)(5) in a manner consistent with Section 154. The

Advance Pricing Agreement shall establish a mutually satisfactory

methodology designed to ensure that the royalties owed on any sale to an

affiliated party attributable to income from such sale, are no less than they

would be if the sale had been undertaken on an Arm's length basis to nonaffiliated purchasers.

The following will guide the Advanced Pricing Agreement:


The Company shall provide necessary documentation to assist in arriving at

such an agreement


such procedures may look to available metrics, such as prices received by

major producers, with due adjustment for transport, quality, marketing

commissions and other relevant operating and market considerations


where prices attained through application of agreed procedures result in a

price that either side determines no longer reflects the underlying principle of

market pricing, either _party may request a revision of such agreed procedures;


in the case that an appropriate publicly available index enters into wide usage

during the course of this agreement, the parties will come together to agree

on a method utilizing such index, with due adjustment; and


any disputes regarding the content or application of the guidelines

contemplated by this clause shall be resolved by an Independent Sole Expert

which shall act on the following basis:


the Independent Sole Expert shall act as expert and not as arbitrator;

b. the parties shall notify in writing the Independent Sole Expert of the

item or items in dispute within ten (10) Days of the Independent

Sole Expert's appointment;

c. the Independent Sole Expert shall decide the procedure to be

followed in the detenn ination;

d. the costs of the determination. including fees and expenses of the

Independent Sole Expert, shall be borne equally between the Pa11ies;

e. the determination of the Independent Sole Expert shall be final and

binding on the Parties.


Charges on Imports


The Charges on Tm ports of Fue l, Mining Mach inery. Plant and

Equipment, as well as Mining Consumables shall for the duration of

this Agreement be in accordance with generally applicable law in Sierra

Leone, including the provisions of the Customs Act and the Customs

Tariff Act; provided, however, that the Company shall not be required

to pay Charges on Imports in excess of those applicable under the

ECOWAS Trade Liberalization Scheme (TLS). It is understood that

the Charge on Imports under generally applicable law in Sierra

Leone as of the Effective Date is 5% of the value of the imported



Import duty on Fuel and Lubricants shall be in accordance with applicable law.


All payments of Charges on Imports by the Company hereunder shall

be made in United States Dollars to the Government, the advice

accompanying such payment to be copied to the CommissionerGeneral, National Revenue Authority.


If items on which no Charges on Imports are paid are not re-exported

or totally consumed within three (3) years after importation, and are

afterwards sold, exchanged or transferred in Sierra Leone (except to the

Government), the Company shall pay to the Government the customs

import duties and levies on the then fair market value of those items

within thirty (3 0) days of the date of sale, exchange or transfer. The

Company shall submit to the Government quarterly reports on the fair

market value and actual transfer price of asset dispositions on assets

which benefited from reduced or waived import duties.






Freight Levy


For the purpose of this clause 6(h). "Freight Levy" means the levy

imposed by the Government on import and export of bauxite or any

goods into or out of Sierra Leone;


Freight Levy shall be imposed by the Government on the ship-owner or

agent concerned at a rate of US$0.35 per dry metric ton of bauxite

exported. The obligation to pay Freight Levy may be transferred from

the Company to customers to the extent allowed by the Maritime Act.

Port Charges



For the purpose of this clause "Port Charges" means the ship ' s dues

imposed by Port Authority by way of light, buoyage. anchorage.

mooring buoy. berthing. pilotage and other dues pursuant to section 63


of the Ports Act, as well as rates, if any, which may be levied by the

Port Authority for the use of any service performed pursuant to section

66 of the Ports Act.



Port Charges may be imposed by the Port Authority on the ship-owner

or agent as a fixed charge per ship entering the port on behalf of the

Company at a rate of up to US$0.30 per metric ton of the goods carried

by such ship.

Goods and Services Tax

(1) The Company shall be exempt from all Goods and Services Tax

levied on deemed taxable supplies and on all imported capital

goods, plant, vehicles, equipment, spares, replacement parts for each

of the foregoing, and fuel and lubricants.


(2) The Company shall provide to NMA and NRA the list of

Nominated Suppliers and the total value of goods and/or services

obtained from them, within 15 days from the end of each calendar



Interest Deduction on Debt

The Parties agree that applicable laws shall apply to the deduction from

taxable income of interest paid on debt owed by the Company.


Community Development Fund

It is the objective of the Parties hereto that the Company's programme of

mining operations shall be carried out in a manner that is consistent with

the continuing economic and social viability of centers of population

surrounding the Mining Area. In accordance with Section 139(4) of the

Mines and Minerals Act, the Company shall enter into a Community

Development Agreement with the Government, pursuant to which the

Company shall make payment each year to a community development fund

of at least one per cent (1.0%) of the revenue generated by the Net Bauxite

Sales Price in US D ollars for such year. The fund shall be utilised for

development within Sierra Leone, with particular emphasis on local



Management ofFunds and Financing


The Government and the Company agree that, during the period of

this Agreement, the Company shall pay all amounts due hereunder to

the Government in US Dollars.


The Company shall also meet all its operating costs in Sierra Leone

either out of funds remitred from abroad or out of Leones earned by

the Company in Sierra Leone and shall pay for all capital assets

brought into Sierra Leon~ nnct all other foreign costs and expenses.


with funds earned or borrowed abroad. Notwithstanding the above

the Company is permitted to access working capital loans from banks

registered in Sierra Leone.


Subject to clauses 6(m)(l) and (2) and to clause 7(d), the Company

shall have the right during the term of this Agreement, freely to

receive, hold in banks or other financial institutions of its own

selection in any country, and freely dispose of funds.


The Company and its Affiliates shall have the right to obtain fundjng

from Lenders and the Government hereby confirms that it will allow the

Company and its Affiliates to grant security to the Lenders on any

contract where the Company is a counterparty, to copy any notified

Lenders on any notice of default under this Agreement and to allow the

Lender so notified to cure such default, allowing the Lender to step into

the place of the Company, provided the Lender can demonstrate that it

can meet any applicable requirements under this Agreement.



Any distributions to Affiliates of the Company or to Lenders shall only

incur tax as may be in place and effective at the Effective Date.

Withholding Tax Obligations

The Company shall pay withholding taxes on interest payments, dividend payments and

service payments, including payments to contractors and Affiliates, in accordance with

Applicable Law, subject to any treaties or agreements that Government may have with any

relevant countries.



Ring Fencing

To the extent that the Company conducts activities constituting the carrying on of business

or investment activities for the production of income that are not related to or contemplated

in connection with the mining operations, such actjvities (the "Non-Project Activities")

shall be accounted for and treated for purposes of this Agreement as if these Non-Project

Activities are carried on by a legal entity separate from the Company and not subject to this

Agreement, but instead subject to Applicable Law (subject to any contractual arrangements

with Government), so that the Company's activities contemplated by this Agreement in

undertaking the mining operations are treated as "Ring Fenced" (i.e., separately treated as

the sole activities of the Company). With respect to the Ring Fenced mining operations of

the Company, the provisions of this Agreement shall apply .



Capital Gains

The Company shall pay all applicable capital gains taxes in accordance with Applicable Law.


No Other Impositions


For the duration of this Agreement, no taxes (including, but without

Jim itation, income tax, additional profits tax, surtax, minor taxes, profits

tax, turnover tax. sales t?.<. export tax. import tax . withholding tax and

employment-related tax). royalties. duties. excisi;. chirges, levies, fees.


dues, contributions, payments or imposition of any kind whatsoever

payable to the Central, regional or local Government authorities or

agents or to any Chiefdom or Tribal Authority or to any other Agency of

the Government shall apply to the Company, or any Affiliate or Agent

of the Company or the employees of the Company or any Affiliate of

the Company, other than:



those expressly assumed by the Company pursuant to this



the payment of taxes deducted from the emoluments of employees of the

Company as required under the Income Tax (PA YE) Rules and/or

payment obligations to NASSIT with respect to Sierra Leonean citizens

who are resident in Sierra Leone;


the payment of payroll taxes at the applicable rate;


payment of immigration fees at the applicable rate ; and


NMA monitoring fees at 10% of the Mining Licenst:: rent stated in 6(d)(l)(a) of this

Agreement; and


minor Taxes, which includes all tax liabilities that are generally

applicable to all corporations including payroll taxes and immigration

fees on a non-discriminatory basis, and which shall not exceed in

aggregate US$ 1,500,000 (one million five hundred thousand) over any

five-year period. Beginning on J January 2018 and every five years

thereafter, such amount shall be adjusted for inflation in accordance with

the US "GDP Implicit Price Deflator" as published from time to time b)'

the US Department of Commerce, Bureau of Economic Analysis.


and any amendment. modification or other change or addition to acts and

regulations governing amounts paid under 6 (q)(ii)- (v) shall not apply to clauses

6(a) and 6(q)(2), provided that such changes are not discriminatory as defined by



lf notwithstanding these provisions the Company becomes liable to pay

any taxes pursuant to the laws of Sierra Leone, except for those

expressly assumed by the Company pursuant to this Agreement or the

Company believes that an amendment is required under 6(a), then the

Company shall so advise the Government in writing. and the parties

agree to meet to reach an equitable solution consistent with Clause 6 and

if no agreement can be reached within 60 days the matter shall be

subject to dispute resolution as set out in clause 9(1) of the Agreement.


Except as provided in this Agreement. no tax, royalty, duty. excise, leV).

fee, due, contribution. pa1ment or imposition of any kind whatsoever (other

than those provided for in this Agreement) which is of a discriminatory

nature shall be payable by the Company, or by its employees or

shareholders, or by any Affiliate or agent of the Company. For the purposes

of this clause, any imposition shall be considered discriminatory if its effect

is confined wholly to the Company or its employees. or to its shareholders

or any Affiliate or agent of the Com pan) .









Within 60 (sixty) days of the end of each quarter and 120 (one hundred and

twenty) days of the end of each year. the Company shall provide the Government

with a quarterly or annual report of financial and operating activity, including a

copy of unaudited financial statements for such period.


By 30th September of each year, the Company sha11 provide the Government annual

financial statements for the previous fiscal year that have been audited by an

internationally recognized accounting firm. The Government shall have the right to

audit such statements or to appoint an auditor on its behalf to conduct such an audit,

and the Government (or its auditor) shall have access to all underlying documents

necessary to complete such audit. If an audit reveals material underpayment by the

Company, then the Company shall bear the cost of the Government audit. For

purposes of this clause 7(b), "material" shall mean underpayment of more than 10%

in accordance with this Agreement.


The Company ' s financ ial statements shall be drawn up in the English language.


The Government shall have access to the financial books and records of the

Company, including records of all bank accounts.


f n addition to the other rights granted by this Agreement and the Mines and Minerals

Act and other applicable laws of Sierra Leone, the Company shall have the following


(a) Production; Programme of Mining Operations

The Company acknowledges that its operations under the Mining Lease are expected

to produce for the term of the Mining Lease direct and indirect revenues of great

importance to the economy of Sierra Leone and the welfare of its people. Accordingly,

no later than six months after the Effective Date, the Company shall prepare a

programme of mining operations that complies with the Mines and Minerals Act and

other applicable laws of Sierra Leone. Such programme of mining operations may be

amended every five years in accordance with Section 113(1) of the Mines and

Minerals Act. The programme of mining operations shall include a detailed work plan

for no less than 5 years, as well as an overview of the Company's operations for the

duration of the term of this Agreement. The initial programme of mining operations

shall be subject to the approval of the Director of Mines in accordance with Section

11 0(2) of the Mines and Minerals Act, and any substantial amendment to the

programme of mining o_p erations shall be subject to the approval of the Minister of

Mineral Resources in accordance with Section 113 (2) of the Mines and Minerals Act.

(b) R ights Incident lo Mining Operations

(I )

The Company shall have the follow ing rights incident to Mining



Either w ithin or outside the Min ing Area, to dig, w iden and deepen

channels in rivers. strearr 5 and "atercourses as may be necessary to

I _;

permit or facilitate water flow or barge access to or from thewashing

plant or the private ship loading facilities operated by the Company.



Within or outside the Mining Area. (x) to use the water from any natural

water course and to return the same together with washing spoils to the

river, stream or water course, provided that, in so doing, the Company

shall not discharge or permit to be discharged any poisonous or noxious

matter not present in the intake water, and (y) to fell trees subject to the

provisions of the Mines and Minerals Act, and otherwise clear the land to

be mined.

(iii) To construct and operate within or outside the Mining Area any other

infrastructure or facihty required to deliver its programme of mining

o_perations, including but not limited to structures, electric power systems,

pipelines, communication systems, water supply systems and other similar

accessory works and installations. all subject to the written consent of the

national or local authority having control over the respective utility. The

Company shall have the right to freely procure insurance it deems

necessary for its operations and to deduct these costs for income tax




The Company agrees that if its operations, including the exercise of any of the

rights incident thereto as hereinabove enumerated, shall be deemed by the

Director of Mines to be likely to pollute, impair, divert or destroy the normal

supply of potable water to any village, the Company will provide alternative

adequate water supply to be determined and approved by the Minister of



Provided that the Company issues documentation in line with the normal

procedures and to the same level of detail as is customary, the Government shall

cause relevant institutions to issue, reissue or renew in writing such approvals as

may be necessary to produce and export bauxite under this Agreement/Mining


Occupation of Surface Land


In order to exercise its exploration rights and mining rights under this

Agreement and subject to the limitations of the Mines and Minerals Act,

the Company shall have the right to occupy ar.d utilise, permanently or

temporarily, within a prospecting area or the Mining Area such parts of

the surface land, whether Government owned or otherwise, as may be

reasonably required for accessory works and instaJlations of the type

listed in clause 8(d) which are necessary or useful for its operations, and

such part of the surface as may be required for its prospecting and mining

operations. In accordance with clause 6(d)(2), the Co6(d)(2), the

Company shall make satisfactory an-angements with the owner or

occupier thereof for payment of a fair and reasonable compensation for

any prospective damage to any crops, buildings, trees or works therein, as

set out in Schedule D of the M ining Lease.


U pon agreeing to pay th e amo 11nt specified. the Compa ny may en ter upon

1 t


the land. but the Company shall not be required to agree to pay such

amount if it shall withdraw its petition to enter upon such land and has

not already entered upon such land.



In the event that damages, loss or destruction of goods or property is

inflicted by the Company, the compensation payable by the Company

shall be based on the estimated monetary value of such damages, loss or

destruction to the crops, buildings, trees or works on the land. Any

compensation referab le to the fact that the owner will be deprived of the

use and occupancy of the land shall be included in and covered by the

Surface Rent payable pursuant to Glause 6(d)(2).


The Company shall not unduly disturb and interfere with the living

conditions of the local population settled within the Mining Area. The

Company shall respect and shall cause its employees and contractors to

respect the customs of the local population.


If at any point the Company determines that a resettlement of the local

population appears to be essential, the Company shall proceed with

utmost caution, with the consent of the Government and in consultation

with the local authorities. in engaging with and persuading the local

population to resettle in accordance with an agreed resettlement

programme in accordance with the directions of the a_ppropriate agency of

the Government.

Accessory Works and Installations

Subject to the provisions of the Mines and Minerals Act and other applicable

laws, the Company shall have the right to construct and operate, within

prospecting areas or the Mining Area, as well as in areas relating thereto, roads,

buildings, plants, structures, living quarters, water supply systems, pipelines,

communication systems, electric-power systems, conveyors, ship-loading and

unloading stations, airstrips, barge channels, storage facilities and other similar

accessory works and installations which are necessary or useful in carrying out

its operations under this Agreement, subject to the approval of the appropriate

authority. Such right shall exist as inherent in this Agreement and without the

necessity for obtaining hereafter special perm its for the exercise thereof, other

than the official approvals above referred to and compliance with applicable



Employment and Training


Citizens of Sierra Leone possessing the necessary qualifications and

experience shall be given preference for employment in all phases of the

Company's operations under thisAgreement.


The Company shall not import unskilled labor for the carrying out of any

of its operations undertaken by virtue of this Agreement.


In accordance with Section 164 of the Mines and Minerals Act, the

Company shall carry out training and employment of local employees in

each phase and level of operations, taking into account the requirements


of safety and the need to maintain acceptable standards of efficiency in

the conduct of the operations. Such employees may be trained in Sierra

Leone or abroad as required by the training programme which shall provide

appropriate instruction and training to ensure the advancement of Sierra

Leonean employees in the skilled technical, supervisory, administrative and

managerial categories. The Company shall within twelve months of the

Effective Date provide the Government with a plan containing details of the

scheme it intends to carry out under this paragraph for the duration of this




The Company shall submit an annual written report to the Director of

Mines describing the number of personnel employed, their nationality,

their _positions and the status of training programmes for citizens of Sierra



In accordance with Sections 163 and 164 of the Mines and Minerals Act, in

selecting employees to carry out its programme of mining operations

pursuant to this Agreement, the Company shall give preference to qualified

and competent Sierra Leonean executives, officers, engineers, consultants,

technicians and skilled and semi;skilled labor. The Company may hire

skilled expatriate workers only if suitably qua! ified and experienced Sierra

Leoneans are not available.


Subject to any legislation in force in Sierra Leone, the Government

undertakes to grant all necessary visas and permits to enable those noncitizens of Sierra Leone who are necessary to be employed in its operations

and their families, to enter and reside in Sierra Leone.


All officers and em_ployees of the Company shall be governed by the tax

and other laws of Sierra Leone on a non-discriminatory basis. In respect of

such officers or employees who are not citizens of Sierra Leone, the

provisions of any treaty or agreement in res_pect of double taxation as may

be concluded between the Government and the government of the country

of which such officer or employee is a subject or citizen shall be


Housing of Laborers

The Company shall be entitled to demand and receive rents at such rates and

subject to such conditions as may be approved by the Commissioner of Labour

in respect oftbe occupation by laborers or others of huts or houses constructed

by or at the cost of the Company within or outside prospecting areas or the

Mining Area. The Commissioner of Labour shall permit the Company to charge

reasonable rents.


Health and Safe-ty



The Company shall conduct its programme of mining operations for the

protection of the general health and safety of its employees and of all

other persons contracted by the Company having legal access to the

area covered by this Agreement.

The Company shall install and utilize recognized modern safety

devices and observe recognized modem safety precautions in

accordance with internariona I health and safety protection standards.


The Company shall maintain in a safe and sound condition for the

duration of this Agreement all infrastructure and equipment

constructed or acquired in connection with its programme of mining




The Company shall train its employees in accordance with generally

accepted health and safety procedures and practices.


The Company shall provide, maintain, and operate health _programmes

and facilities to serve its employees and shall install, maintain and use

modern health devices and equipment and shall practice modern health

_procedures and precautions in accordance with accepted international

medical standards. Any Company-supplied housing shall be built to a

standard that provides suitable living environments adequate for health

and well-being, and which meet a_pplicable sanitation standards.

Environmental Protection


The Company shall conduct its programme of mining operations in

accordance with the Environmental Protection Agency Act 2008 (the

"EPA 2008"), as well as Section 132 of the Mines and Minerals Act,

subject to any regulations made under the EPA 2008, as amended from

time to time.


The Company shalJ at all times do everything reasonable in its _p ower

to limit the damage and disturbance to the local environment and

populace. The Environment Protection Agency (the "EPA") may at

any time conduct periodic inspections of the Mining Area.


The Company shall, in accordance with the EPA 2008, conduct its

mining operations and all project activity in accordance with

environmental permits issued under the EPA 2008 and with a degree

of care and professionalism in accordance with international

environmental protection standards.


The Company shall employ in its mining operations available

techniques, practices and methods of operation for the prevention,

limitation or treatment of pollution and the avoidance of unnecessary

loss of, or damage to, natural resources, in each case in accordance

with applicable law.



Medical Services

The Company shall maintain and operate or cause to be operated, health

facilities to ensure the availability in the Mining Area of medical

treatment, care and attention in accordance with applicable law, and such

other improved standards as may be agreed between the Parties. Such

treatment, care and attention shall be free of charge for the Company's

employees and their resident spouses and dependents. Government

officials and/or employees assigned to and regularly employed in the

Mining Area in an official capacity, and resident in or adjacent to the

Mining Area. and their resident sp011ses and dependents. shall, during the


time of such assignment, employment and residence, also be entitled to

receive medical care on the same basis as the Company's employees. The

Company shall endeavor to provide reasonable access to such health

facilities to members of local communities for ambulatory or emergency

care. It is understood that "reasonable access" may include the imposition

of fees that are reasonable in light of the economic level of such

communities, it being understood that such fees are unlikely to cover the

cost of service.



Government Protection andAssistance


The Government undertakes to grant to the Company such

assistance as it reasonably can to enable and facilitate the Company

to carry out its functions and achieve its objectives in the best and

most efficient manner.


Subject to proper undertakings relating to confidentiality, the

Government will make available to the Company all aerial,

magnetometer and other geological surveys and photographs and all

other plans, maps, information and advice relating to bauxite which

the Government is at liberty to disclose and will permit the

Company to obtain copies of all such surveys, photographs, plans,

maps and information for its own use upon payment of the actual

cost of making such additional copies. The Company will make

available to the Government Geological Survey Division all similar

data that it compiles or acquires from others under circumstances

which permit disclosure thereof to others.


Confidential Information (as defined below) shall be retained by the

Government and the Company in strictest confidence and shall not be

disclosed to any third party without the express prior written consent of

the other Party, which consent shall not be unreasonably withheld,

conditioned or delayed, provided that the Company's consent shal1 be

deemed given if not withheld io writing within 24 hours after the

Government notifies the Com_pany in writing of an emergency situation

where disclosure is required to protect the health, safety, and security of

the citizens. "Confiden tial Information " means (i) information that is

confidential under applicable law; (ii) personnel matters, health records of

individual employees, or other documents in which employees or others

have a reasonable expectation of privacy and other matters that involve

the privacy of individuals; (iii) confidential technical or proprietary

information regarding equipment, process innovations, or business

secrets; and (v) the Company's intellectual property related to its

programme of mining operations. "Confidential Information" does not

mean or include information that (i) becomes publicly available without

wrongful disclosure; (ii) was obtained by a Party from a third party that is

not known by the obtaining Party to be under any obligation of

confidentiality with respect to such information; (iii) is required to be

disclosed by applicable law. by any court proceeding or arbitral award,

or by any applicable rule of a stock exchange; or (iv) is disclosed to


Affiliates, professional advisers, potential providers of finance, bona fide

potential purchasers. Notwithstanding the foregoing, this Agreement will

be made publicly available. In addition, the Company and the

Government shall each comply with requirements of the Extractive

Industries Transparency Initiative with respect to all payments and

re.porting to be made by either of them pursuant to this Agreement..




At the request of the Director of Mines, the Company shall arrange that all

survey work required by the Mines and Minerals Act or this Agreement to be

performed in connection with the clearing, survey, demarcation and beaconing

of boundaries or otherwise, shall be carried out by a licensed surveyor

approved by the Government, subject to the right of the Government to cause

the required survey work fo r any disputed boundary to be performed by the

Director of Surveys and Lands.



Imports and Exports


The Government agrees that it will promptly grant any and all permits

and permissions of whatsoever nature required by law for the

importation into Sierra Leone through public port or private ship loading

station if agreed upon by the owner of such infrastructure, of all Mining

Machinery, Plant and Equipment, as well as Mining Consumables and

any other goods or services necessary or desirable for or in connection

with the conduct of prospecting and mining operations contemplated by

this Agreement or any activities related thereto, and of such manufacture

and types and from whatsoever source as may be determined by the

Company; provided that such goods or services are not otherwise

available in Sierra Leone at comparable quality and competitive priGes.


The Company shall be entitled to the right to use and export from any

public port or private ship loading station situated at other points on the

coast if agreed upon by the owner of such infrastructure, to such

consignees and destinations as it may determine, and the Government

will promptly grant any permit or other form of authorization required by

law to enable (i) all bauxite produced by the Company pursuant to the

Mining Lease and all products derived therefrom and (ii) any goods

imported by it which it no longer requires in the conduct of its

prospecting or mining operations hereunder or its activities related

thereto to be exported.

Thofeyim River Port and Th ofeyim River Terminal Road




The Government shall facilitate the discussions between the owner of

Thofeyim River Port and the Company for shared use for exports of


Relzabi/itation and Revegetation of Mined-Out Areas


In accordance with Section 136 of the Mines and Minerals Act, attached

hereto as Schedule 3 is a mine closure and reclamation plan (the "Closure

P lan"), which addresse-., the anti cipated environmental, social and




economic state of the Mining Area during the Company's programme of

mining operations. The Closure Plan shall be updated when material

changes are proposed, and any updates shall be s ubject to Government

approval. Each update of the Closure Plan shall. among other things.

provide for suitable reforestation, agricultural and other projects within the

Mining Area or in areas adjacent thereto within the same Chiefdom , with a

view to replacing the agricultural productivity affected by the Company's

programme of mining operations. Tbe Closure Plan also shall continue to

provide for a process for participation by the communities in the Mining

Area and other stakeholders in the development of post-closure

management and monitoring.

Within 12 months after Year 1 (as defined below). to ensure com_pliance with

such programme of reclamation and rehabilitation of mined out areas, the

Company shall arrange for the placement of a sum reasonably satisfactory to

the Minister and of an amount to cover the estimated cost of restoration and

rehabilitation required for disturbance to date. as calculated at the end of each

financial year in accordance with the Closure Plan prepared in accordance

with clause 8(o)(l), in an escrow account with a financial institution (which

shall not be an Affiliate of the Company) with a long-term credit rating of at

least A (or its equivalent) from at least two internationally recognized creditrating agencies. At such time as regulations are adopted requiring financial

guarantees under the EPA in relation to reclamation and rehabilitation, the

bond will lapse automatically upon being re.placed by EPA guarantee.

Promotion of Local Industry

The Company shall endeavor to pursue the local development of activities

such as the production of bricks, ceramics and roofing tiles, from the

products of its mining operations in Sierra Leone including tailings. In

accordance with Section 163 of the Mines and Minerals Act, the Com_p any

shall give preference to (x) equipment, materials, services, and finished

products manufactured in Sierra Leone, provided they are competitive in

economic and technical terms, price, operational parameters, and delivery

terms, and (y) the services of the indigenous people of Sierra Leone or

businesses owned by them, including using air, water, rail, and other

transport services, provided such services are competitive in price and in

efficiency and quality for performing activities of a similar nature and

within similar timeframes.


Bauxite Sales and Shipments


The Company shalJ sell its bauxite production and any product derived

therefrom as principal to consumers or traders, which may include any

of its Affiliates.


The Company shall use commercially reasonable efforts to ensure that

any sales agent obtains the best prices for its products and the most

favourable shipping charges obtainable in the relevant markets.


The Company will ensure that any appointed sales agent will make

available to the Company all reports, contracts, documents and other

information required to enable the Company to comply with clauses





Without limitation to clause 8(k), the Government shall treat

confidentially and take all reasonable measures to prevent disclosure

of all documents and reports received under this clause 8(q).

Compliance with National Carrier Act

The Company shall have the right to source and utilise. at its sole discretion. the

most quality and cost effeccive export shipping freight rates for the export of

bauxite, and shall allow Sierra Leone National Carrier Limited to be included

among its preferred bidders for freight services of at least 20% of its cargo.


No Solicitation

The Company and its Affiliates shall not solicit current or former employees

of the Government within one year of the termination of their Government

employment without the prior written approval of the Government;

provided, however, that the foregoing restriction shall apply only to

employees who have attained a seniority of "director" or higher.


Further Studies

The Company agrees to carry out appropriate studies of the possible

development of selected bauxite ore reserves within the Mining Area, which

are presently classified as non-commercial.






The Company shall be entitled to assign this Agreement, the Mining Lease

or any rights, privileges or franchises granted or to be granted herein or

hereunder, provided the assignee agrees to be bound by all the terms and

conditions contained in each such assigned document.




All orders, approvals, declarations, notices and communications of any kind

between the Minister of Mineral Resources or any other agency or

representative of the Government and the Company shall be in writing, and the

Parties shall under no circumstances be permitted to allege or to rely upon any

oral order, approval, declaration, notice or communication.


All orders, approvals. declarations, notices and communications from the

Government to the Company shall be delivered to the address of the Company.


All declarations, notices and communications from the Company to the

Government shall, unless otherwise required by law or by the terms of this

Agreement, and unless the Government shall otherwise direct by written notice,

be mailed or delivered to the Permanent Secretary, Ministry of Mineral

Resources, at his office in Freetown.


All notices and other required communications will be in writing, and will be

addressed respectively as follows:


in the case of the Company:

SierraMin Bauxite (SL) Limited

115 Jomo Kenyatta Road

Freetown, Sierra Leone



in the case of the Government, to the Director of Mines or

the Minister of Mines and Mineral Resources in accordance

with the Mines and Minerals Act.

Limitation of Application of Mines and Afinerals Act, Income Tax Act and

Other Acts

Except as otherwise provided by the express terms of this Agreement, the

Company shall be subject to all of the internal laws of Sierra Leone as in

effect from time to time, including with respect to labour, environmental,

health and safety, customs and tax matters, and shall conduct itself in a

manner consistent with Siena Leone's obligations under international

treaties and agreements.



Prior Consent or Approval

Whenever, under the terms of this Agreement, the right of either Party to

do or to perform any act or thing is conditioned on the prior consent of the

other Party or of an official or representative of such other Party, it is

hereby stipulated and agreed that the requisite consent or approval will not

in any instance be unreasonably withheld.


Revocation by the Government

If and whenever any sum of money payable hereunder by the Company as

rent or royalty or taxes or other fiscal charges shall be in arrears for the

space of 3 (three) months after the date on which such sum becomes due

and payable, or if there shall be any material breach or non-observance by

the Company of any of the terms of the Mining Lease granted hereunder or

the Mines and Minerals Act, or if the Company shall become bankru_pt or

make or enter into any arrangement or composition with its creditors, or if a

receiver is appointed for the Company, or if it shall enter into liquidation,

whether compulsorily or voluntarily (except a voluntary liquidation of a

solvent company for the purpose of reconstruction), then and in any such

case, the Government may revoke the Mining Lease in accordance with

applicable law, and thereupon the Mining Lease and all rights granted

thereunder pursuant to this Agreement shall cease and determine, but

nevertheless subject and without prejudice to any obligation or liability

imposed by or incurred under the terms and conditions thereof. Provided

always that the aforesaid power shall not be exercised unless and until prior

written notice bas been given to the Company specifying the particular

breach complained of and, if the breach is capable ofremedy, requiring the

Company to remedy the breach and to make compensation in money for the

breach if such breach is capable of being rectified through compensation,

and the Company fails within 90 (ninety) calendar days thereafter to


remedy the breach if it is capable of remedy. If the Government has

sustained losses as a consequence of the breach, then the Company shall

make compensation in money to the Government for the damages caused

by such breach.


Force Majeure


Failure on the part of any Party to fulfill any of the terms and

conditions of this Agreement (including the Mining Lease) shall not

give one any claim against the other or be deemed a breach of this

Agreement insofar as such failure arises from Force Majeure, and if

through Force Majeure the fulfillment by any Party of any of the terms

and conditions of this Agreement is delayed, the period of such delay

shall be added to tbe periods fixed by this Agreement. This clause 9(f)

shall however, not apply to the failure on the part of the Company to

pay to the Government any monies due under this Agreement other

than in relation to shipments which are delayed as a result of force



In this clause 9(f) the expression "Force Majeure" includes, without

limitation, acts of God, war, global financial crisis, insurrection, riot,

civil commotion, tide, storm, tidal wave, flood, lightning, explosion,

fire, earthquake and any other happening which the Party affected

could not reasonably prevent or control.


Any claim of force majeure by the Company must be notified in

writing to the Minister of Mineral Resources within fourteen days of

the date when the force majeure occurred, or the Company should have

reasonably known of the event of force majeure, failing which the

claim of force majeure shalJ be waived. The Party claiming suspension

of its obligations as aforesaid shall take reasonable action to remove the

causes thereof and, upon their removal, promptly notify the other Party

and shall take all reasonable steps for the resumption of its operations

as soon as _possible after the removal of the force majeure situation.



In the event that the Parties mutually agree to amend any of the provisions of

this Agreement, such amendment may be effected by agreement between the

Parties evidenced by an instrument in writing. Any such amending agreement

shall take effect upon ratification by Parliament.




Periodic Review

This Agreement shall, upon written request of a Party, be subject to periodic

review beginning on the 5th (fifth) anniversary of the Effective Date and

every five (5) years thereafter for the purpose of good faith discussions to

consider any proposed modifications to this Agreement as may be necessary

or desirable in the light of any substantial changes in circumstances that may

have occurred during the previous five (5) years, or experience gained in that

period. The Parties agree always to be open to discussing any matter which

may help maximise the positive dev elopment benefits of the Company's

programme of mining operations, or minimise its undesirable impacts.

Nothing herein shall p1'eclude a Party from requesting the other Party to

initiate discussions regarding any provision herein, provided that this

Agreement shall remain in effect during the period during which the Parties

are conducting such discussions. Moreover, the parties to this Agreement

acknowledge that the review of the Agreement pursuant to this paragra_ph

shall not adversely affect the legal rights and remedies of either party hereto.


Corrupt Practices

The Company represents and warrants that none of the Company, any of its

Affiliates, any of its employees acting in the course of their employment, and

any person acting on behalf of the Company has made or promised to make

any payment or transfer of anything of value, directly or indirectly, to or for

the benefit of a Government employee or the family member of a

Government employee or to an intermediary for payment to or for the benefit

of a Government employee or the family member of a Government

employee in connection with this Agreement or the transactions

contem_plated hereby.

The Government represents and warrants that neither the Government nor

any employee on behalf of the Government bas solicited any payment or

transfer of anything of value, directly or indirectly, to or for the benefit of the

Government or such emp loyee in connection with this Agreement or the

transactions contemplated hereby.

The Company, its Affiliates, its employees acting in the course of their

employment, and any person acting on behalf of the Company shall comply

with anti-corruption laws at any time and from time to time applicable in

Sierra Leone. Any violations of the preceding sentence by the Company

shall be deemed material and shall give rise to a termination right for the




Governing Law

This Agreement shall be construed, and the rights and obligations of the

Parties hereunder shall be determined, according to the laws of Sierra Leone

and such rules of international law as may be applicable, excluding any

choice of law rules which would refer the matter to the laws of another




Immediately upon execution of this Agreement, the Government will cause

it and the Mining Lease to be ratified by the Parliament and promptly cause

it to be promulgated thereafter as an act of Parliament by publication as a

Supplement to the Sierra Leone Gazette.


Conciliation and Arbitration


Any dispute based in whole or in part upon any part of this Agreement

shall be submitted to bindlllg arbitration before 3 (three) arbitrators of

which one will be selected by each of the Parties involved in the


dispute and one will be appointed by the two arbitrators. If the Parties

cannot agree upon an third arbitrator, one shall be selected by the

London Court oflnternational Arbitration (LCIA). If, at any time, one

or more of the arbitrators are unable or unwilling to act as arbitrators,

the Parties shall then select a replacement successor arbitrator and if

they cannot agree upon a successor arbitrator, one will be appointed

by the LCIA. For the avoidance of doubt, the Government agrees that

oo provision of legislation in Sierra Leone shall be construed to limit

or impair any the rights of the Company to submit any dispute to

arbitration under this clause 9(1).




The arbitrators' compensation shall be agreed upon by the Parties and

the Government (on the one side) shall be responsible for half of the

arbitrator's fees and expenses and the other Party or Parties (on the

other side) shall be responsib le for the other half of such fees and



Arbitration shall be conducted according to the arbitration rules of the

LCIA , shall be in English and the arbitration hearing(s) shall be held

in London, England unless otherwise agreed by the Parties involved.


The ruling of the arbitrator shall be final and binding and enforceable

in and by the courts of Sierra Leone or any other appropriate

jurisdiction. The Parties' obligations under this arbitration provision

are enforceable even after this Agreement and/or the Mining Lease

has been terminated.


The Company will have the right to apply for inj unctive measures

(interim injunction) to any competent court pending the resolution of a

dispute by LCIA.


The Government hereby irrevocably submits to the jurisdiction of the

LCIA and any other courts in which any judgment or award rendered by

an arbitral tribunal constituted pursuant to this Agreement may be

enforced, and for the purposes thereof irrevocably waives any right of

sovereign immunity that it may have whether before the LCIA or

otherwise from suit and/or jurisdiction and/or adjudication, including but

in no way limited to waiving any right of sovereign immunity as to it and

any of its property, regardless of the commercial or non-commercial

nature of this property. Such property includes any bank account

belonging to the Government whether held in the name of a diplomatic

mission or otherwise. The waiver extends to property, including bank

accounts, belonging to the Government' s central bank or other monetary

authority. For the avoidance of doubt, the irrevocable waiver in this

clause includes a waiver of any right of sovereign immunity in respect of

pre-judgment interim relief and post-judgment execution of any judgment

or arbitral award .

IN WTTNESS WHEREOF the Parties have caused this Agreement to be executed in the manner

hereinafter appearing.

SIGNED, SEALED AND DELIVERED by the Honourable Minister of Mines and Mineral

Resources for and on ~hrf11ieGoveininent of Sierra Leone.

n~,-----------------J:L~ ' . '. :-:-Pt

.. ....... .

In the presence of.........................


for and on behalf of SierraMin Bauxite (SL) Limited

.B y_-~!'1

~)..s. ~ _ ~: _-~r!eSA _;__J),.::rC

In the presence o f ~........... .


Description of the Mining Lease Area

The Mining Lease is defined by 9 concrete beacons and the lines GonneGting them as desGribed

below. All coordinates are in National Grid . Lines connecting beacons are measured in

kilometers and directions are grid bearings.








747645 .1



746183 .2





959827 .4


















AREA= 123.91Km

CHIEFDO M = M aforki

DISTRICT= Port Lo ko


Attachm ent

Map of the Mining Lease Area



Closure Plan


Sierramin Bauxite Project (the "Project")


The Mining Area for the Project consists mainly of low value undeveloped land currently vegetated

with scrub. There are very few mature trees, agricultural areas or community developments. The

Project has an initial life of 17 years however there is significant evidence of substantial resources of

bauxite which could support mining for 2 to 3 times the initial mining period.

The bauxite deposits are poddy in nature and generally occur on topographic highs. Mining is

planned to remove and store topsoil close by, a relatively small amount of overburden will be mined

which will be stored close by the mining face initially. Once the mining operations are in steady state

it is planned to back-fi.ll selected excavations with overburden on an on-going basis. To_psoil will be

redistributed over the filled excavations and planting undertaken following consultation with the local

communities and other interested stakeholders. Planting priorities will be driven by the requirements

of the local communities and will include food crops, timber and indigenous _plants. Annual budget is

US$0.2 per tonne ore mined and is cWTently included in annual mining costs.

Run of mine ore will be trucked to a central plant facility where the ore will be beneficiated to export

quality. Dry waste will be produced during the first two years after which a wet tailing will be

produced. There is no potential for acid rock mine drainage given the nature of the material being

mined or the host rock. Both dry and wet waste is relatively inert and thus post-closure activities will

focus on controlling solids in water run-off and ensuring the wet tarnngs impoundment dam wall is

pro_perly maintained.

The plant site occupies approximately lkm 2 . At the conclusion of operations it is planned that all

equipment and buildings will be removed from site and the area allowed to re-vegetate. Cost of

removal of plant is assumed to be covered by the salvage cost.



The Project will employ approximately 300 people directly with another 300-400 employed by

contractors and suppliers_ Employees will be taught a wide variety of skills which will significantly

up-skill from the current level. This will undoubtedly encourage employee mobility as lhey become

attractive employees on a national and international stage. It is planned optimise long term



- I
















.. ..














- ...

litlf . ..

'\ ',.....




-. v·




.-.::2 .....,,


..~ ~ < -







I -I..





- ,,

-,,. -












...... ~






-- -.. '- -.~.,,. ...


Beacon Points


Scale.1 90 00~


___":J_•~:c::--:=--- ----======------•'1C11c..-.•.n


1.-===--A-~_P_c_a_11o_~_A_"'_•_ _ __ _ _ _ _________






3N037V&il'S C.CO)l


. .,

31\03lV&Jr, £Jllll

3t-.0.:I1V&BIS Cf..O [





3tJC3l\~ ,




--- ~

- ....





~ l-



x. To promote sustainable development, enhancement of general welfare and

improvement in the quality of life of the local community affected by the

mining development as described by the Community Development Agreement

according to Schedule H hereto.


The Company shall be entitled to all rights and privileges whether or not referred to

herein, granted under the Act.


Nothing contained herein shall exempt the Licensee from any obligation, condition, or

requirement contained in any other Act of the Republic of Sierra Leone.

IN WITNESS WHEREOF, the Licensor hereto has set his hand and Seal and the

Company has caused its common seal to be hereto affirmed the day and year first

above written.





representing fr,e Governme


In the presence of:

.. ~ . '......



·· ···········-·····



SIGNED, SEALED AND DELIVERED for and on behalf of

ltscC:W..SIERRAMIN BAUXITE (SL) LIMITED ... .. ... .. ..... .....

s.~~\~;. . .~.:...Ls. f.~,/~-::/..............


In the presence of:


I'\ W l



Address: . /.-:;l,.~C--50.'/~.... S-1--:r..~


h. ... Vf(-: ... 1.--:a--..r-GJL

~i;~~~e~~.=.·~·-:_.g{;h~.~~·.~-~.·-·.·.·_·. . . . . .... . . . . :









... '-

• Sl,:l







Ju, : ~,A L.. . ''E

, ·RPJ',1.£



5.L?.,L~_ _


s1a,:,,,,1Fn-_.r 1n..D'.' -












l'.XID s:g:p,~ " ~ l..Q'.L

.:r- !I-



'ill-"P.-.A LE , :!:




sinP ,.:,.,, -










( ::;'!'!-'\

• l('




4..l tJ


















. I








--- --Company's Rights Under the


- and-Minerals

- - -Act







--Effecti ve Date

!{cfcren ce Date

Renewal - - _ _ _ _

- Extension of the Mining A rea

- - - - - - - -- - - --- - - Commen


-- -- t

- App lica ble Law in Accordance .vith the Mines and Minerals


Act 2009


Yea rs from Effective Date

A g reed


Upon Rati fJ cation/Gazette__



6 September 2016 - The Date the


was Issued

-- -15 Years


---- ---Agreed

a) Senami n sha ll be g iven ti· c Fi rst Right of Priority

Subject to the M ines and lfi neral Act and O ll1erwise in

Accordance with General y Applicable Law to Mine

Tdenti lied Bauxite Reserv :s Ava ilable in a Locati on

Adjacent to its Mining A, !a.

b) Sie1TaMin Shall Submit;


Description and Ma p of the Mining Area for

Proposed Extension

11 J Geological Report :tating the Reserves Extension













Proposed Mining Progra mme for Utili zation

Description to C omply with Environment and

Other Terms and Conditions of this Agreement

c) The Government Shall Process Such Application and

Grant the Right U nder th e Mines and Minera ls Ac t 2009

d) Und er th e Approval, th e Mining Lease Sh all be

Am e nd ed to Incorporate the Mining Area Description

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _a nd M ap

_ _ __


The M ining Lease

a) S ie rraMin Shall Surre nd er Pa rt(s) o f Mining Area by


Writing and the Land S ha ll Cease to be part of the

C oncession

b) Go SL Shall Indemnify SierraMin Agains t All C la ims in

Respect of the Mining Area

c) Upon Sun-e nder, the Director of Mines Shall Give

S ierraMin Six Months to R e move All its BeJong ingsPlants, Machi nery, B uildings Etc

d) If Any Mineral is Discovered/R ecovered in th e

Concession, Sien-aMin S hall be D e livered to the Director

of Mines and SierraMin S ha]I I lave First Ri ght for

___ _ _ _ _ _ _ __

Ex2!._oration for the Said Mineral

_ _ ----------; _ _ _ _ _ __

Ag reed

Fiscal Regim e - Gener~,,

Agreem ent Shall be on the Basis of the Laws and

__ . j>rinc_iple


R egulations of Sie rra Leone

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __



Related Party Transactions

a) T ransaction s B etween the SicrraMin and its Affiliates

Shall be Determ ined Pursuant to Anns-Le ngth

Transaction Negotiated o n the Princ iples o f Transfer

Pricing ror Multinatio nal Ente rprises and T ax

Administrat ion by OECD










Financial Statement and Books

of Accounts




Jncomc Tax












Charges on Imports






---b) SierraMin Bauxile Shall, Upon the R, !quest of GoSL

Provide Copies of Any Contract wi th -its Affili ates

a) Presentation of F inancial Statemen1 s hall be by

Applicable Law


a) Mining Lease Rent - By Applicabl e Law - (3 yea r)

G race Period and 3% Kiclcs in A g rcemcnt

b) Surface R ent- ~~licablc Law

a) Years I - 3 Exempt/Zero Percent, Ar d Thereafter

Applicable Law

b} Delete Part Two

a) Roya lty Rate Shall Be Determined b cpplicablc Law

b) Such Payments Shall Constitute 0 e ing Cost of the


c) Paymen t Date Shall be 45 Days of E 1 Month's


d) Roya lty Payment Shall be in U S D ol s

e) 5 & 6 Will be Replaced by th e T 1 0 aragraphs

a) Move All to the definition Section


b) Charges on Imports of Fuel, Mach n1 • Plant and

Eq uipment Shall be Applicable La w

c) Imports on Lubes Shall be Applic, b ,aw

d) P ayments Shall be in US Dollars ti NR A

e) If Materials Under T his Section ar N T Used for 3

Years and SierraMin Intends to Se

~m, SierraMin

Shall Pay Customs, Import Duties n .,ev i es on Ma dcet

Value Within 30 Days of the Date or Ile.



----- - Agreed














Freight Levy






a) Definition of Freight Levy

------- - - ----------------1 b) Freight Levy Shall be 0.35%



Port Charges

Port Charges Sha!!___!)_

e _0_.3_'½_o_ _ __


Na tional Carrie r

SierrMin Shall Comply with NCA to the Extent that Prices are Agreed

_ _... _

- - - - - - - - -----4 Competitjve


- -- l8

Goods and Services Tax

A greed

a) Applicable Law and SierraMin Shall Supply a L ist of

Nominated Suppliers to NRA a ndNMA.

_ _ _ _ _ _ _ _ _ _ _ ___, b) Define Nominated Suppliers_ - I- ------19 I Interest Deductions on

rnterest Deductions on Affiliates Debt Shall be by Applicable

A greed



Law(4:1 ) _ _ _ _ _ _ _ _ _ _



Comm unit)' Development fund Community Deve~ment Fund Shall be 1% of Revenue




Management of Funds an d

a) Payment H erein Shall be in US Dollars



b) Operating and Capital Costs SI ;111 be Paid From Monies

Earned or Borrowed

c) SierraMin Shall Have the Righ to Hold a Bank Account

jn a Bank of their Choi ce

d) SierraMin and Its Affil iates Sh ll r rave Ri ght to Obtain

Funding from I,enders and GoS L Shall Grant Security to

Lenders on Contract Whe re Sie 1-raMin is a Counterpart

e) D istribution to Affil iates/Lend rs Shal I incur Tax in

Place and on E ffective Date

r- ----f-------------1------------22 No Other Impositions


a) Upon the Ratification of this A: ~ree ment, GoSL Shall

Not Apply Any Other Tax on S ien·aMin - Stabilization

b) Pursuant to thi s Agree ment

c) PAYE and NASSIT Payment S hall be by Applicable


.__ I

I d) Payroll Taxes Shal I be by Apg .cable Law











Compliance Audit and

Cettifi cate of Company's


- --General Ri ghts and Obl igations

- - of the Company


Production; Program me of

Mining Operations



I 26




Rights Incident to Mining








in Years 1-5

c) Minor Taxes Shall be 1.5 Mi llion [D -illars

-- - - - - -- - -·Agreed

a) Reportin g Shall be Biannually tot 1e Director of Mines


b) 30 of Each Anniversary SierraMi n:Shall Provide

Financial Statement for the Previous Year Audi led

c) Audited Fimmcial Statement Shall b ! Drawn in English

d) GoSL Shall Have Access to the Fi na nc ial Records and

Books including All Bank Accou! ts


In Addition to Granting the this Agreem« n t SierraMin Shall

I Jave the f'ollowin~~1~


GoSL Acknowledges Direct and Indirect R1evcnue from the

Operations o f the Mine and Its Benefits t0 he Three Tiers of

Government; Central, Regional and Loca l ind Shall Ensure it

Support the P_!2.ject

---- Agreed

a) SierraMin Shall Have A ll Rights t0 ~acilitate the ir


b) Right to Use Water to Facilitate th e r Operations, to Fell

Trees a nd Clear Land to be Mined 1 Accordance with

the Mines and Min era 1s Act and C tl er Regulations

c) To Construct within and without t 1e Mining Arca Infrastructu re, E nergy Communic, f ons Al I Subject to

Written Request for Utility . And h ! to Procure

Insurance for its Operations

d) In the Incidents of Pollution and C t 1er Environmental

Issues SierraMin Shal I Act in Ace or dance with the Laws

and Regulations of Sierra Leone a 1 l with Permissions

from the R elevant Agencies

e) GoSL Shall Ensure Such Approva s -are Granted






Occupation of Surface La nd







Accessory Works and

lnstal lations

---Employment and Training




a) GoSL Shall Make the Necessary Arrangement to

Facilitate the Payment of Fair and Reasonable

Compensation for Trees/Crops Damaged by the Mine


b) SierraMin Shall Pay Compensation Where it has Agreed

to Enter the Land and Upon Withdrawal It Shal l Cease to


c) Upon Damage, Payment Shall be Based on Estimated

Monetary Value

d) SierraMin Shall Not Unduly Interfere with the Living

Conditions of the Local Population

e) In ALL of the Above the Company Sha ll Proceed with

Utmost Caution

SierraMin Shall have the Rig ht to Construct and Operate within

its Concession whatever it Takes to Operate the Mines in

Accordance with the Laws of Sierra Leone and Best Mining


a) Citizens with the Required Skills, Knowledge and

Experience Shall be Given Preference in Employment

b) SierraMin Shall Not Import Unskill Labour for the


c) SierTaMin Shall Carry Out Training and Employment in

Accordance with the Laws of SielTa Leone

d) SicrraMin Shall Submit an Annual Written Report to the

Director of Mines Regarding Personnel Status















e) SicnaMin Shal1 Give Pre ference to Quali fied and

Competent Sierra Leoneans as Executives, Technicians

and Labour

f) GoSL Shall Grant A ll Necessary Visas and Permits for

Non-Citizens Employed by SierraMin

g) All Employees of S ierraMin Shall be Govern by the Tax

and Othe r Laws of Sie rra Leone


Housing or Labou rers

By Applicable Laws

3 1 _Iiealth a nd Safety__

By Applicable Laws

>- - 32 ~__i\..£Plicable Laws

- - - - - Protection

- - - Environmental

Medical Services


By Applicab~ Laws

-- -- 34

Governm ent Protection and

a) GoS L Shall take reasonable Steps to Enable ~md

A ssistan ce

Facil itatc th e Operations of the Mine

b) GoSL Shall M ake Ava ilable All Geolog ical Surveys and



Reports to Faci litate the Opcration~ f the Mine

35 C onfidentiality

Confidential Information Shall be Re tained by GoSL and


---- - 36


A ll Surveys Shall be Carri ed out by a Licensed S urveyor

~pprove_Q_by Go SL

- --- - - 37

Imports and Exports

GoSL ShaJI Grant A ll Pe rmits for Imports and Exports in

Accordance with the Laws

- ----38

Thofeyim River Port and

GoSL to Facilitate the Negotiation/Encourage the Discussions

River Terminal Road with SL Mining for Shared Use for Exeort of Minerals

1.-39- _Thefeyim

Rehab ilitation and

Put Financial Guarantee for Restoration and Rehabilitation of

Revegctation of Mined-Out

an Amount to be Placed in an Escrow Account H eld by


Financial Institution that is Stable/Reputable, Preferable

Standard C hartered Ba nk












A g!:_eed


A greed

-- Agreed

A greed







40 · - Promotion of Local Industry


Bauxite Sales and Sh ipment

- >-No Sol icitation





Further Studies


- -- --








SierraMin Shall Implement the Local Content Act

SierraMin Shall Implement National Carrier Act in Accordance

wi th Price an d Quality Sensitivity



SierraMin Shall Not Solicite Former Employee of GoSL within

One Year o f Termination of Service Without Approval fro m


SierraMin Shall Cany out Appropriate Studies for the

Development of Bauxite

--SierraMin Shall Assign Provided the Assignee Agrees to be

J_=3ound by the Term~ f these ~reeme12!__

All CorresRondences Shall be in Writing_ _ _ _ __

Sien-aMin Shall be Subjected lo the Laws of Sierra Leone


-45 - - Notices


f ,imitation o f Application of

Mine and Minerals Act, Income


and Other Acts

- Act

-- - 47

Prior Consent or Approval

Requis ite Consent and Approval Shall Nol in Any Instance be

Unreasonably Withheld


Revocation by Government

Revocation for Non Payment of Taxes Shall Have a Space of

Three Months

-49 - r orce Majeurc

This Agreement Sha ll Acknowledge Force Majcure

50 - Amendment

Amendment Shall be by Consent by Both Parties

5 1- Periodic Review

After Five Yea rs of Effective Date

52 S orrupt Practises

T his Agreement Shall Implement ACC Act


Laws of Sien a Leone

- Governing Law

























Ag reed


A gree~ _




Concil iation and Arbit rati on

- -·- -



Withho lding Taxes


_Ring_Eenc ing


Capita l Ga in Tax


Capita l Expenditure

-- - A-llowances


Mining Moni toring_fecs


Road User C harges

7 - Joi


- ew


_Advance Pricing Agreeme nt

- --9

Mine C losure

-l -


By three Arbitrators and One to be A ppointed by London Cowt Agreed

of Inte rnational Arbitration and Two to be Selected by Each


Applicable Law to A ll Withholding_Jaxes Indi cato rs

As in the Model Min ing Agreeme nt

Appl icable Law

Applica ble Law

As Per lhe Mode l Mining Agreement


A s Per M odel Mining Agreement (5 Year)


- -Practise

12 Months After Year One Progressive R eclamation by

Opening a n Escrow Account $ 200,000 Per Year


A g reed


A gre~

Ag reed

--A ~cd

A grecc!__

A gree~

A g reed

Ag reed