Bea Mountain Mining Corporation shall have the right to extend the term of this contract for additional terms not exceeding 25 years each upon providing the Government with notice, at least 1 year prior to the termination of the original term or any extended term, of its intention to seek such extension and, within 90 days after such notice, by providing the Government with a feasibility report which shall set forth the type and quantity of minerals that are estimated to exist in the contract area, or any part thereof, and describe in reasonable detail a proposed plan for the efficient and economic production of such minerals.
The original term of this contract shall commence on the effective date and shall end on the 25th anniversary of the effective date, unless sooner terminated in accordance with the other provisions of this contract.
Environmental impact assessment and management plan
The parties recognize that operations may result in some pollution, contamination or other environmental damage to land, water and the atmosphere within the contract area and elsewhere. Accordingly, Bea Mountain Mining Corporation shall submit to the Minister of Land, Mines and Energy before the commencement of exploration and production, an environmental impact statement. The environmental impact statement shall show the adverse effects operations will have on the environment and review plans to mitigate such effects.
Consistent with operational and economic requirements, Bea Mountain MIning Corporation shall take reasonable preventive, corrective and restorative measures to limit pollution or contamination of, or damage to, streams, water bodies, dry land surfaces and the atmosphere as a result of operations. Subject to the foregoing, at the conclusion of operations in a part of the contract area, Bea Mountain Mining Corporation shall undertake commercially reasonable efforts, in keeping with what is economically and technically feasible in the circumstances, to restore the terrain to a state in which it is usable for economically and socially desirable purposes.
Bea Mountain Mining Corporation shall have the right to remove, extract and use water, provided however that Bea Mountain Mining Corporation shall not deprive any person of a constant and reasonable supply of usable water from a previously utilized traditional source without replacing it, nor shall Bea Mountain Mining Corporation, without the Minister of Land, Mines and Energy's consent, interfere with any water rights enjoyed by any user under any agreement with the Government made prior to the date of execution of this contract.
a) Bea Mountain shall have an independent auditor audit its books of account within 3 months after the close of each financial year. A copy of the annual financial statement duly certified by this auditor shall be furnished to the Government within 20 days. The Government shall have the right freely to discuss the results of the audit and certification with the auditor. Such discussions do not imply acceptance of any such audit or certification by the Government or preclude the Government from auditing Bea Mountain's books, provided that the Government furnishes Bea Mountain with a copy of any such audit within 45 days of receipt. However, once either the Government or Bea Mountain has audited any book of accounts, the financial statement thus audited shall be considered acceptable and the audit results binding and conclusive as to its findings, unless a party has indicated to the contrary within 3 years after its receipt of a copy of the audited financial statement.
b) If Bea Mountain has, pursuant to this Agreement, underpaid its liability for taxes and duties, the Government may assess interest and penalties but not to exceed the London Interbank Offering Rate existing at the time of such assessment, plus 1 percentage point, multiplied by the amount underpaid. If LIBOR should cease to be reported, then the rate to be applied shall be another agreed substitute rate. If Bea Mountain has overpaid its liability for taxes and duties then, at its option, it may elect either to be reimbursed by the Government or to apply such overpayment against future taxes and duties.
c. In case a review of records or books outside of Liberia is required, Bea Mountain will cooperate to provide the Government with copies of the information, books and records needed to complete the audit. If the Government nonetheless deems it necessary for any part of such audit to be performed outside of Liberia, the cost of associated travel will be borne by the Government.
Bea Mountain Mining Corporation shall
shall pay to the Government:
(i) import duty and excise tax on gasoline;
(ii) 10% of the import duty and excise tax on consumables (other than fuels and oils);
(iii) the inspection fee (to a maximum of 1.5% of the import invoice);
(iv) Customs Users' fee of 2.5% of the value of imports.
Bea Mountain Mining Corporation shall be liable to taxation under provisions of the Act adopting a new Minerals and mining law and the Revenues and Finance Laws of Liberia on its net taxable income, which shall include capital gain, as follow. The aggregate rate of tax applicable to the net taxable income of Bea Mountain Mining Corporation shall not exceed 30%.
Bea Mountain Mining Corporation shall pay to the Government in dollars a royalty at the percentage rate specified below on the proceeds paid to Bea Mountain Mining Corporation from the sale of minerals recovered from a production area and sold by Bea Mountain Mining Corporation:
(a) gold and diamonds, 3%.
(b) all other minerals to be agreed but not to exceed 5%.
Bea Mountain MIning Corporation shall not import unskilled labor into Liberia. Bea Mountain MIning Corporation shall employ (and shall give preference to the employment of) qualified Liberian citizens for skilled technical, administrative and managerial positions. Bea Mountain Mining Corporation shall, however, have the right at all times to choose its senior management freely and without restriction.
Bea Mountain Mining Corporation shall, when purchasing goods and services required with respect to operations, give preference to Liberian goods and services that are equal in quality, terms, delivery, service, quantity and price to, or better than, goods and services obtainable outside Liberia. Subject to the foregoing, Bea Mountain Mining Corporation may freely contract with such persons as it desires. Nothing in this article shall require Bea Mountain Mining Corporation to act upon other than commercial considerations.
Bea Mountain Mining Corporation shall, among other measures, provide on a continuing basis for the training of suitable Liberian citizens, in order to qualify them for skilled, technical, administrative and managerial positions, by means of:
(a) establishing and operating vocational and advanced training centers in Liberia
(b) furnishing on-the-job counterpart training, not only in Liberia, but to the extent reasonably feasible in the offices of Bea Mountain Mining Corporation or its agents outside Liberia, in order that such Liberians may receive training in the overseas aspects of Bea Mountain Mining Corporation's shipping, marketing and accounting functions; and
(c) providing scholarships for qualified Liberian citizens to pursue advanced studies abroad.
Bea Mountain Mining Corporation shall have the right to acquire, construct, install and operate plant and equipment, Infrastructure and other facilities and equipment reasonably required for operations.
10.1. Public Land: To the extent that it does not involve an unreasonable interference with the rights of other persons, the Government shall grant Bea Mountain Mining Corporation the right to enter upon, utilize and possess, without cost, any public land not within the exploration area or a production area and which is reasonably required by Bea Mountain Mining Corporation for purposes of and incidental to operations including areas required for plant and equipment, Infrastructure and other facilities and equipment.
10.2 Private Land: If Bea Mountain Mining Corporation reasonably requires private land outside the contract area for operations, Bea Mountain Mining Corporation will endeavor to enter upon and utilize such land by direct agreement with the owner, and such land shall be deemed part of the contract area during any period of occupancy and use by Bea Mountain Mining Corporation.
Any dispute between the Government and Bea Mountain MIning Corporation arising out of, in relation to or in connection with this contract or its formation, validity, interpretation, performance, termination, enforceability or breach of this contract, for which resolution by submission to an expert is not specifically provided elsewhere in this contract shall be exclusively and finally settled by binding arbitration pursuant to the convention in
accordance with the rules of the centre in effect on the effective date.
All information exchanged between the
parties in the context of this contract shall be considered and treated as confidential information. The parties agree not to divulge such information to any other person without the prior written consent of the other party, which consent shall not be unreasonably withheld.
The contract shall be subject to periodic review once every five years after the commencement of production for good faith discussions to effect such modifications as may be necessary or desirable in the light of any substantial changes in circumstances which may have occurred during the previous five years.
In the event of a conflict between this contract or the rights, obligations and duties of a party under this contract, and any other provision of law, this contract shall govern the rights, obligations and duties of the parties.