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This Mining Lease



is made the 5th day of March 1994 between THE GOVERNMENT OF THE REPUBLIC OF GHANA (hereinafter called "the Government") acting by RICHARD KWAME PREPRAH, the Minister of Energy and Mines (hereinafter called "the Minister") of the one part and ASHANTI GOLDFIELDS COMPANY LIMITED (formerly called ASHANTI GOLDFIELDS CORPORATION GHANA LIMITED) havint its registered office at GOLD HOUSE, P.O. BOX 2665, ACCRA, GHANA, (hereinafter called "the Company") of the second part:

WHEREAS:



1. By the various Mining Leases made between the Government and the Company, whose dates and short descriptions are set out in the first schedule hereto (hereinafter called the "Original Leases") the Goovernment grandet unto the Company all those pieces and parcels of land and mineral rigths, together with all other interests therein contained for the terms of years, subject to the payment of the rent thereby reserved and to the covenants, agreements and conditiosn therein contained.

2. The Governemnet has agreed with the Company that for the consideration hereinafter mentioned, the Company shall surrender the lands, and the mineral rights granted to the Company by the Original leases to the Government as the person entitled to the reversion in such lands, and to the mineral rights therein, immediately expecttant thereon on the terms granted by the said leases.

3. The Government shall simultaneously execute in favour of the Company these presents in the form of a new Mining Lease (hereinafter called "the Lease"), granting unto the Company mineral rights over the lands more particularly set out in the second schedule hereto on the terms and condistions hereinafter appearing.



NOW THIS AGREMENT WITNESSETH that:

In consideration of the Lease hereby granted to the Company by the Government, the Company as beneficial owner of the Original Leases hereby surrenders to the Government the lands and mineral rights granted by the Original Leases to the intent that the terms thereby granted be merged and be extinquished in the reversion in the said lands and mineral rights immediately exepctant thereon, but subject to the provisions of paragraph 39 of this Agreement.



1. GRANT OF SURFACE AND MINING RIGHTS

(a) The Government hereby grants to the Company mining rights to ALL that piece of land described in the second schedule hereto and more particularly delineated on the Plan hereto attached and shown edged red (hereinafter called "the Lease Area") together with mines, beds, seams, veins, channels and strata of gold

and other mineral substances lying and bieng within and under the surface for a term of thirty (30) years from the date of this Agreement.

(b) The Government hereby grants to the Company the exclusive rights to work, develop and produce gold and other mineral substances in the Lease Are for the said term of thirty (30) years (including, the processing, storing and transportation of ore and materials together with the rigths and powers reasonably incidental thereto) subject to the provisions of this Agreement.

(c) The Company shall not, however, conduct any operations in a sacred area and shall not, without the prior consent in writing of the Minsiter conduct any operations:

(i) within 50 yards of any building, installation, reservoir or dam, public road, railway or area appropriated for railway; or

(ii) in an area occupied by a marke, burial ground/cemetery or Government office, or situated within a town or village or set apart for, used, appropriated or decicated to a public purpose.

(d) The Company shall conduct its operaitons in a manner consistent with good commercial mining practices so as not to interfere unreasonably with vegetation in the Lease Area or with the customay rights and privileges of persons to huynt and snare game, gather firewood for domestic purpose or to collect snails.

(e) The public shall be permitted at their sole risk to use without charge, any road constructed by the Company in the Lease Area, in a manner consistent with good mining practices, safety and security, provided that such use does not unreasonably interfere with the operations of the Company hereunderand provided also that such permission shall not extend to areas enclosed for mining operations.

(f) The Company may use the existing trees in the Lease Area to the extent that such use is necessary for its operations hereunder or cultivate for its exclusive use such trees, wood or timber species as may be required for purposes of firewook, timber or mine support.

(g) The Company may use the land in the Lease Area for fish farming and cultivations of crops for the feeding of its employees.

(h) Nothing contained in this Agreement shall be deemed to confer any rights on the Company conflicting with provisions contained in the Minerals and Mining Law,

1986 P.N.D.C.L. 153 nor to permit the Company to dispense with the necessity of applying for and obtaining any permit or authority which the Company may be required by law or regulation to obtain in respect of any work to or activity proposed to be carried out hereunder.



2. GRANT OF RIGHTS TO THIRD PARTIES IN THE MINING AREA:

(a) Subject to satisfactory arrangements between the Government and the Company, the Government shall grant the first option to the COmpany to work mineralts other than gold discovered in the Lease Area.

(b) Failing such satisfatctory arrangement between the Government and the Company, the Government reserves the rigths to grant licenses to third parties to prospect for or to enter into agreements for the production of mienrals other than gold in the Lease Area, provided that any such activity shall not unreasonably interfere with the rights granted to the Company hereunder.



3. POWER OF GOVERNMENT TO EXCLUDE PARTS OF THE MINING AREA

(a) The Government may by reasonable notice in writing to the Company exclude from the Lease Area, at any time and from time to time, any part which mayu be required for any stated public purpose whatsover, provided that:

(i) The parts so excluded shall not have a surface area in the aggregate greater than ten percent of the Lease Area.

(ii) Any parts of the Lease area so excluded shall continue to form part of the Lease Area subject to this Agreemnt except that no mining operations shall be conducted on the parts so excluded.

(iii) No part of the Lease Area shall be so excluded in respect of which the Company shall have given prior notice specfiying that such part is required for mining operations hereunder or on which active operations have commenced or are in progress (such as digging, constructions, installation or other works related to gold mining) but, in lieu thereof, a part equal in area to any such part shall be excluded for such public purposes, and

(iv) The Government shall not take to itself nor grant to third parties the right to mine gold and other mineral substances from any part so excluded.

(b) The Company shall be relieved of all liabilities o obligations hereunder in respect of any part exluded under this paragraph except liailities or obligations accured prior to such exclusion.





4. WORK OBLIGATION



The COmpany shall continuously operate in the Lease Area in accordance with good mining practices until such time as the reserves or deposits may be exhausted or the mine can no longer be economically worked or until this Agreement expires, whichever shall be sooner.



5. CONDUCT OF OPERATIONS:

(a) The Company shall conduct all of its operations hereunder with due diligence, efficiency, safety and economy, in accordance withi good miningpractices and in a proper and workmanlike mnner, observing sound technical and engineering principles using appropriate modern and effective equipment, machiney, materials and mtehods, and to pay particular regard to conservaton of resources, reclamation of land and environmental protection.

(b) The Company shall mine and extract ore in accordance with paragraph 5(a) herein utilizing methods which include quarrying, pitting, trenching, stoping, shaft, sinking, and dredging in the Lease Area.

(c) The Company shall maintain all equipment in good in safe condition, normal wear and tear excluded, and shall keep all excavated areas, shafts, pits and trenches in good and safe condition and take all practical steps:-

(i) To prevent damage to adoining farms and villages;

(ii) To avoid to trees, crops, buildings, structures and other property in the Lease Area. To the extent, however, that any such damage is necessary or unavoidable, the Company shall pay fair and reasonable compensation.

(d) The Company shall fence off effectually from the adjoining lands, all pits, shafts and other works made or used under the powers hereof.

(e) The Company shall as far as is necessary or practicable provide and maintain in good repair and condition roads, gates, stiles and fences for the convenient occupation of the surfaces of the Lease Area.

(f) The Company shall provide and maintain proper and sufficient drains, culvers, arches to passageways for carrying off any waters which shall arise or be produced or interrpted by any of the works hereby authorised so that the drainage of the Lease Area may not be prevented or prejudiced.





6. NOTIFICATION OF DISCOVERY OF OTHER MINERALS

(a) The Company shall report forthwith to the Minister, the Chief Executive of the Minerals Commission, the Chief Inspector of Mines and the Director of Geological Survey, the discovery in the Lease Area of any other mineral deposits and the Company shall be given the first option to prospect further and to work the said minerals, subject to satisfactory arrangements between the Government and the Company.

(b) Failing any such satisfactory arrangements the Company shall not produce any minerals from the Lease Area other than gold except where they are unavoidably linked with the production of gold.



7. SAMPLES:

(a) The Company shall not during the currency of this agreement remove, dispose of or destroy, except in analyses, any cores or samples obtained from the Lease Area without the prior consent in writing of the Chief Inspector of Mines.

(b) The Company shall provide the Director of Geological Survey with such samples from the Lease Area as he may from time to time reasonably request for, and shall keep such samples as he may be directed so to do by the Chief Inspector of Mines.



8. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

(a) THe Company shall comply with all such reasonable instractions as may from time to time be given by the Chief Inspector of Mines for securing the health and safety of persons engaged in or connected with the operations hereunder.

(b) The Company shall adopt all necessary and practical precautionay measures to prevent undue pollution of rivers and other optable water and to ensure that such pollution does not cause harm or destruction to human or animal life or fresh water fisch or vegetation.



9. POWERS OF CHIEF INSPECTOR OF MINES TO EXECUTE CERTAIN WORKS:



If the COmpany shall at any time fail to comply with any provisions of this Agreement or applicable law and such failure is likely, in the opinion of the Chief Inspector of Mines, to:

(i) endanger the health or safety of persons, or

(ii) cause harm or destruction to potable water; or

(iii) result in damage to mining equipment or other structure and installation;



the Chief Inspector of Mines, shall after giving the Company reasonable notice, execute any works which is his



opinion are necessary and practicable in the circunstamces and the costs and expenses of such works shall be borne by the Company.



10. LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY:

(a) Nothing in thsi Agreement shall exempt the Company from liability for any damage, loss or injury caused to any person, property or interest as a resulta of the exercise by the Company of any rigths or powers granted to it under this Agreement.

(b) The Company shall at all times indemnify the Government and its officers and agents againsta all claims and liabilities in respect of any loss suffered by or damage done to third parties arising out of the exercise by the Company of any rights or powers granted to it under this Agreement provided that th Company shall noso indemnify the Government, its officers and agents where the claim or liability arises out of the wrongful or negligent acts of the Government, its officers and agents.



11. EMPLOYMENT AND TRAINING:

(a) Citizens of Ghana shall be given preference for employment by the Company in all phases of its operations hereunder to the maximum possible extent, consisten with safety, efficiencyy and economy.

(b) Execpt with respect to unskilled personnel, the Company may employ non-Ghanaian personnel in the conduct of its operations provided that the number of such non-Ghanaian personnel employed shall not exceed the quota permitted by the Government.

(c) The Company shall provde appropriate programmes of instruction and theoretical and practical training to ensure the advancement, development, improved skills and qualification of Ghanaian employees in all categories of employment.



12. PREFERENCE FOR GHANAIAN GOODS AND SERVICES:



In the conduct of its operations and in the purchase, construction and installation of facilities, the Company shall give preference to:-

(a) materials and products made in Ghana, if such materials and products are comparable or better in price, quality and delivey dates than materials and products from foreign sources;

(b) service agencies located in Ghana owned by Ghanaian law, including but not limited to, insurance agencies, bidding contractors, import brokers, dealers and agents if such agencies give or provide equal or better price





and quality of service than competing foreign firms and can render services at such times as the Company may require.



13. AFFILIATED COMPANY TRANSACTIONS:

(a) Any services including services in respect of the purchase and acquisition of materials outside Ghana provided by an affiliated company, shall be obtained only at a price which is fair and reasonable. The Company shall, at the request of the Minister, provide such justification of costs as may be required, duly supported by an Auditor's certificate if necessary.

(b) Any other transactions between the Company and an affilited company shall be on the basis of competitive international prices and upon such terms and conditions as would be fair and reasonable had such transactions taken place between unrelated parties.

(c) The Company shall notify the Minister of any and all transaction between the Company and an affiliated company and shall suplly such details relating to such transctions as the Minister may by notice reasonably require.



14. TECHNICAL RECORDS:

(a) The Company shall maintain at its registered or mine offices complete records of pits and trenches (location, depths of overburden and gravel and assay value) in the Lease Area in such form as may from time to time be approved by the Chief Inspector of Mines, Chief Exectuvie of the
(b) The Company shall maintain at the said offices copies of all reports including interpretations dealing with gold prospects in the Lease Area in the course of its operations hereunder and copies of all tests and analyses, geological and geophysical maps, diagrams or charts relevant to its operations hereunder. These reports and records may be examidned by persons in the service or acting on behaf of the Government and authorized in writing by the Minister.

(c) The Company shall maintain ai the said offices correct and intelligible plans and sections of all mines which plans and sections shall show the operations and workings which have been carried on as well as dykes, veins, faults and other disturbances which have been encoutered in such workings and operations. All such plans and sections shall be made, amended and completed from actual surveys conducted for that purpose.





(d) Upon expiration or termination of this Agreement or the surrender of any part of the Lease Area, such records and data as are required to be maintainded pursuant to this paragraph which relate to the Lease Area, or such part of the Lease Area as may have been surrendered sahll be delivered to the Chief Inspector of Mines, Chief Excutive of the Minerals Commission and the Director of Geological Survey and shall become the property of the Government without charge.



15. PRODUCTION RECORDS:



The Company shall maintain at the said offices complete and accurate technical records of its operaitions and production in the Lease Area in such form as may from time to time be approved by the Chief Inspector of Mines.



16. FINANCIAL RECORDS

(a) The Company shall maintain at its registered or mine offices detailed and complete accounts and systematic financial records of its oeprations as may be required by law. The books of account shall show all revenues received by the Company from all sources including its oeprations hereunder, as well as all its expenditure, The Company shall provide for a clear basis for understanting and relating the financial records and accunts to its operations.

(b) The Company's books of account shall be kept on the basis of generally aceptec accounts principles.

(c) The Company shall keep separately recors and financial statements in terms of Ghana currency and also in terms of US Dollars or other international currency and may record in forign currency such claims and liailities as arise in such foreign currency.

(d) The Company's books of accounts shall be audited within six months after the close of each Financial Year by a qualified Accountant and member of the Ghana Institute of Chartered Accountants. Such auditing shall not in any way imply acceptance of its results by the Government or preclude the Government from auditing such books of account. The Company shall deliver to the Minister without charge, copies of all or any part of such financial records as he may from time to time reasonably request.



17. REPORTS:

(a) The Company shall furnish a report each quarter, to the Minister, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Director of Geological Survey, in such form as may from time to time be approved by the Minister, regarding the



quantities of gold won in that quarter, quantities sold, the revenue recived and royalties payable for that quarter and such other information as may be required. Such reports shall be submitted not later than 30 days after the end of each quarter.

(b) The Company shall furnish a repot each half-year to the Minister, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Director of Geological Survey in such form as may from time to time be approved by the Minister summarizing the results of its operations in the Lease Area during the half-year and records to be ket by the Company pursuant to paragraphs 15, 16 and 17 hereof. Each such report shall include a description of any geological or geophysical work carried out by the Company in that half-year and a plan upon a scale approved by the Chief Inspector of Mines whoing mine workings and dredging areas. Such reports shall be submitted not later than forty days after the half-year to which they relate.

(c) The Company shall furnish a report each Financial Year in such form as may from time to time be approved by the Minister to the Minister, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Director of Geological Survey Department sumamrising the results of its operations in the Lease Area during that Financial Year and the records required to be kept by the Company pursuant to paragraphs 15, 16 and 17 hereof. Each such report shall inlcude a description of the proposed operations for the following year with an estimate of the production and revenue to be submitted not later than sixty days after the end of each Financial Year.

(d) The Company shall furnish the Minister, the Chief Inspetor of Mines, the Chief Executive of the Minerals Commission and the Director of Geological Survey not later than three months after the expiration or termination of this Agreement, with a report giving an account of the geologial map on a scale prescribed in the mining Regulations.

(e) The Company shall furnish the Minister and the Chief Executive of the Minerals Commission, with a report of the articulars of any proposed alteration to its regulations. The Compnay shall also furnish the Minister and the Chief Executive of the Minerals.





Commission with a repor on the particulars of any fresh issues of shares of its capital stock or borrowings in excess of an amount equivalent to the Stated Capital of the Company. All such reports shall be in such form as the Minister may require and shall be submitted not less than twenty one days (or such lesser period as the Minister may agree) in advance of the proposed alteration, isue or borrwing, as the case may be.

(f) The Company shall, not later than 180 days after the end of each Financial Year, furnish the Minister and the Chef Executive of the Minerals Commssion with a copy each of its annual financial reports including a balance sheet, profit and loss account, and all notes pertaining thereto, duly certified by a qualified accountant who is a member of the Ghana Institue of Chartered Accountants. Such certificate shall not in any way imply acceptance of such reports by the Government or preclude theGovernment from auditing the

company's books of account.

(g) The Company shall furnish the Minister, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Director of Geological Suvey with such other reports and information concerning tis operations as they may from time to time reasonably require.



18. INSPECTION:

(a) Any person or persons in the service of or acting on behalf of the Government and authorized in writing by the Minister shall be entitled at all reasonable times to enter into and upon and upon any partof the Lease Area and the Company's registered office, for any of the following purposes:

(i) to examine the mine workings, equipment, building, installation and any other structures used in the minig operation;

(ii) to inspect the samples which the Company is required to keep in accordance with the provisions of this Agreement;

(iii) to inspect and check the accuracy of the weights and measures and weighing and measuring devices, used or kept by the Company;

(iv) to examine and make abstracts of the books and records kept by the Company pursuant to this Agreement;

(v) to verify or ensure compliance by the Company with all applicable laws and regulations and with its obligations hereunder;





(vi) to execute any works which the Chief Inspector of Mines may be entitled to execute in accordance with the provisions of the Mining Laws and Regulations of Ghana, or of this Agreement.

(b) The Company shall make reasonable arrangements to facilitate any such work or inspection, including making available employees of the Company to render assitance with respect to any such work or inspection. All such works and inspections shall be listed by the Company in the Reports furnished each half year.



19. CONFIDENTIAL TREATMENT:



The Government shall treat all information supplied by the Company hereunder as confidential for a period of five years from the date of submission of such information or upon termination of this AGreement whichever is sooner and shall not reveal such information to third parties except with the written consent of the Company which consent shall not be unreasonably withheld. The Government and persons authorized by the Government may nevertheless use such information received from the Company for the purspose of preparing and publishing general reports on Minerals in Ghana and in connection with any dispute between the GOvernment and the COmpany.



20. RENT

(a) The Company shall, subject to review as hereinafter provided, pay to the Government an annual rent being Ten thousan and twenty-eight United States Dollares (USD10.028,00) (calculated on the basis of USD30,00 per square kilometre).

(b) The said rent shall be paid half yearly in advance on or before the first day of january and on or bejore the first day of jly in each year. The payment of rent may if the company so elects be made in the cedi equivalent at the date(s) of paymenbt of the amount specified in sub-paragraph (a) above.

(c) The said rent shall be reviewd every fifth anniversary of the date of this Lease (each such anniversary being hereiafter referred to as a "Review Date"). At each Review Date, the said rent shall be reviewd and shall thereafter (unless otherwise agreed) be increased by the Government provided always that the rent payable following each Review Date shall not exceed the rent payable immediately before the relevan Review Date by more than 20%.

(d) In the event of a surrender of any part of the Lease Area pursuant to paragraph 25 hereof, no rental





payments shall be refunded in whole or in part in respect of any area so surrendered for which yearly rental has been paid in advance nor shall rental payments be refunded in the event of termination.



21. ROYALTIES

(a) The company shall pay to the government royalty as prescribed by legislation.

(b) The Company shall pay royalty to the Government each qarter through the commissioner of internal revenue based on the production ofr that qarter, within 30 days from the end of the qarter. Any necessary adsjustments shall be made annually within 60 days of the end of each financial year, except that any over-payment of royalty shall not be refunded by the government but shall be credited against royalty due and payable in the nex quarter.

(c) In the event of a dispute with respect to the amount of royalty payable hereunder the Company shall first make paymnet of the lower of the disputed amounts and shll pay forthwith any further royalty which shall be agreed upon or determined to be payable by arbitration in accordance with paragraph 35 hereof. Such furter royalty shall carry interest to be agreed upon or at the ruling prime rate in Ghana at the time of the award or agreement to take effect from the date on which such amount ought originally to have been paid.

(d) The Company shall also pay royalty on all timber felled by the Company in accordance with existing legislation.



22. LATE PAYMENTS

(a) Anything herein contained to the contraty notwithstanding, the company shall pay as penalty for any late payment of any amounts due to the government hereunder, an additional amount calculated at the bank of Gahna re-discount rate for every thirty-day period or part thereof for the period of the delay in paying the amounts that is to say the period between the actual payment date and the date on which each such payment should have been made.

(b) In the event the Company shall fail to make payment to the Government of any amount due hereunder, the government without prejudice to any other rights and remedies to which it may be entitled, may, after giving 30 days notice in writing, enter into and upon the lease area and seize and distrain and sell as landlords may do for rent in arrears, all or any of the stocks of gold produced therefrom, and the plan and equipment, materials and supplies belonging to the company which



shall be thereon; and out of the monies obtained from the sale of such distress may retain and pay all of the arrears of any amounts due hereunder and the costs and expenses incidental to any such distress and sale and deliver up the surplus (if any) to the company.



23. TAXATION



The company shall pay tax in accordance with the laws of Ghana.



24. FOREIGN EXCHANGE



All foreing exchange transacions shall be in accordance with the laws of Ghana.



25. SURRENDER

(a) The Company may surrender at any time and from time to time, by giving not less than three months notice to minister, all its rights hereunder in respect of any part of the lease area not larger in the aggregate than 20% of the said area. The company may surrender a larger part of the lease area by giving not less than twelve months notice to the minister. The company shall be relieved of all obligations in respect of the part or parts of the lease area so surrendered except those obligations which accrued prior to the effective date of surrender.

(b) The company shall leave the part of the lease area surrendered and everything thereon in a good and safe condition, provided, however that the company shall have no such obligations for areas surrendered on which the company has not undertaken any works or which have not been affected by the operations of the company. The company shall take all reasonable measures, in accordance with good minig practices to leave the surface or such part of the lease area surrendered, in good and usable condition having regard to the ecology, drainage, reclameation and the protection of the environment. In the event that the company fails to do so, the minister shall make such part and everythin thereon safe and in good, usable condition at the expense of the company. The provisions of sub-paragraphs (a) and (c) of paragrapha 28 hereof shall apply.

(c) The company shall, on such terms and conditions as may be agreed upon between the government and the company be entitled to such wayleaves, easements or other rigths through or across the surrendered pard or parts as may be necessary for its oeprations and such wayleaves shall not form part or be included in the calculation of the area of the retained part.



(d) The government may require that there be reserved over any part surrendered such wayleaves, easements or other rights as will in its opinion be necessary or convenien to any party to whom the government may subsequently grant a prospecting license or mining lease.



26. EXTENSION



If the company, not less than one year before the expiration of this agreement applies to the minister for an extension of the termi hereof and if the company shall not be in default at that time in the performance of any of its obligations hereunder, the company shall be entitled to an extension of the period of this agreement upon such terms and conditions as the parties may then agree.



27. COMPANY'S RIGHTS TO TERMINATE AGREEMENT



The company may, if in its opinion the mine can no longer be economically worked, terminate this agreement by giving not less than nine (9) months notice to the government. Such termination shall be without prejudice to any obligation or liagility incurred by the company hereunder prior to the effective date of such termination.



28. GOVERNMENT'S RIGHTS TO TERMINATE AGREEMENT

(a) The government may, subject to the provisions of this paragraph, terminate this agreement if any of the follogin events shall occur:-

(i) the company shall fail to make any of the payments described in this agreement on the payment date;

(ii) the company shall contravene or fail to comply with any other provisions of this agreement; or

(iii) the company shall become insolvent or bankrupt or enter into any composition withi tis creditors or go into liquidation, wheter compulsory or voluntary, except for the purposes of reconstructions or amalgamation; or

(iv) the company makes a written statement to the government on any material matter in connection with this agreement or with its operaitions which the company knows to be false or makes recklessly without due regard as to wheter its was true or false.

(b) If and whenever the government decides there are grounds to terminate this agreement pursuant to clauses (i) and (ii) of the preceding sub-paragraph, the government shall give the company notice specifying the particular contravention or failure and permit the company to remedy the sae within three months of such





notice, or such longer period as the minister may specify in such notice as being reasonable in the circumstances.

(c) If the company shall fail to remedy any event specified in clauses (i) and (ii) of sub-paragraph (a) of this paragraph within the stated period, or an event specified in clauses (iii) and (iv) of the said sub-paragraph shall occurs the government may by notice to the company terminate this agreement, provided that if the company disputes whether there has been any contravention or failure to comply with the conditions hereof (including any dispute as to the calculation of payments by the company to the government hereunder), and the company shall, within such period as aforesaid refer the dispute to arbitration in accordance with paratraph 35 hereof and, thereafter, diligently prosecute its claim thereunder, the government shall not terminate this agreement except as the same may be consistent with the terms of the arbitration award.

(d) No delay or omission or couse of dealing by the government shall impair any of its rights hereunder or be construed to be a waiver of any event specified in sub-paragraph (a) of this paragraph or an acquiescence therein.

(e) Upon termination of this Agreement, every right of the company hereunder shall cease (save as otherwise specifically provided hereunder) but subject nevertheless and without prejudice to any obligation or liability imposed or incurred under this agreement prior to the effectice date of termination and to such rights as the government may have under the law.



29. ASSETS ON TERMINATION OR EXPIRATION

(a) Upon the termination or expiration of this agreemnt, immovable assets of the company in the lease area and all other appurtenances, pits, trenches and boreholes shall on the effective date of termination or expiration, become the property of the government without charge.

(b) All materials, supplies, vehicles and other movable asstes of the company in the lease area which are fully depreciated for tax purposes, shall become the property of the government without charge on the effective date of termination or expiration.

Any such property which is not then fully depreciated for tax purposes shall be offered for sale to the government within sixty days from the effectice date of such termination or expiration at the depreciated



cost. If the government shall not accept such offer within sixty days, the company may sell, remove, or otherwise dispose of all such property within a period of one hundred and eighty days after the expiration of such ofer. All such property not sold, removed or otherwise disposed of shall become the property of the government without charge.

(c) Notwithstanding the foregoing, the Minister, may by notice to the company require the removal or destruction of any assets of the company in the lease area and if the company does not remove or destroy such assets within a period of thirty days from the date of the minister's notice to that effect, the minister shall cause such removal or destruction at the expense of the company.

(d) The company shall take all reasonable measures to ensure that all of the assets to be offered for sale to the government or transferred to the government in accordance with this paragraph shall be maintained in substantially the same condition in which they were at the date of the termination or the date on which the company reasonably knew that such termination would occur and any such assetts shall not be disposed of, dismantled or destroyed excep as specifically provided for in this paragraph.

(e) Upon the termination or expiration of this agreement, the company shall leave the lease area and everything thereon in good condition, having regard to the ecology, drainage, reclamation, environmental protection, health and safety; provided however that the company shall have no obligation in respect of areas where the company has not undertaken any work or which have not been affectec by the company's operations. In this connection, unless the chief inspector of mines otherwise directs, the company shall, in accordance with good mining practice, fill up or fence and make safe all holes and excavations to the reaonable satisfaction of the chief inspector of mines. In addition the company shall take all reasonable measures to leave the surface or the lease area in useable condition and to restore all structures thereon not he property of the company to their origianl condition. In the event that the company fails to do so, the minister shall restore and make safe the lease area and everything thereon at the expense of the company.



(f) The Company shall have the right to enter upon the Lease Area for the aforesaid purposes, subject to the rights of surface owners or others, for a period of six months from the effective date of the termination or such longer period as the minister may decide.



30. FORCE MAJEURE

(a) All obligations on the part of the company to comply with any of the conditions herein (except the obligation to make payment of monies due to the government) shall be suspended during the period he COmpany is prevented by force majeure from fulfilling such obligations, the company having taken all reasonable precautions, due care and reasonable alternative measures wtith the objective of avoiding such non-compliance and of carrying out its obligations hereunder. THe Company shall take all reasonable steaps to remove such causes of the inability to fulfil the terms and conditions hereof with the minimum of delay.

(b) For the purpose of ths paragrah, force majeure includes government restraints not arising from non-compliance by the COmmpany with the conditions herein, acts of God, war, strikes, insurrection, riots, earthquakes, storm, flood or other adverse weather conditions or any other event which the company could not reasonably be expected to prevent or control, but shall not include any event caused by a failure to observe good mining practices or by the negligence of the COmpany or any of its employees or contractors.

(c) The COmpany shall notify the MInister within forty-eight hours of any event of force majeure affecting its ability to fulfil the conditions hereof or of any events which may endanger the natural resources of Ghana and similarly notify the Government of the restoration of normal conditions within forty-eight hours of such restoration. This provision shall be in addition to any requirements contained in the Mining Regualtions in force in Ghana.

(d) The term of this Agreement shall be extended for a period of time equal to the period or periods during which the Company was affected by conditions set forth in sub-paragraphs (a) and (b) of this paragraph or for such period as may be agreed by the parties.



31. POLITICAL ACTIVITY:



The Company shll not engage in political activity of any king in Ghana or make a donation, gift or grant to any political party. The Company shall make it a condition of employment that no employee, other than a citizen of Ghana





shall engage in politial activity and shll not make donations, gifts or grants to any political party. In the event o any such employee acting in disregard to this condition, he shall be dismissed forthwith.



32. ADVERTISEMENTS, PROSPECTUSES, ETC



Neither the Company nor any affiliated Company shall in any manner claim or suggest, wheter expressly or by implication that the Government or any agency or official thereof, has expressed any opinion with respect to gold in the Lease Area, and no statement to this effect shall be included in or endorsed on an prospectus notice, circular, advertisement, press release or similar document issued by the Company or any Affiliated Company for the purpose of raising new capital.



33. CO-OPERATION OF THE PARTIES



Each of the parties hereto undertake that it will from time to time do all such acts and make, enter into, execute, acknowledge and deliver at the request of the other party, such spplemental or additional instruments, documents, agreements, consents, information or otherwise as may be reasonably required for the purpose of implmenting or assuring the rights nd obligations of the other party under this Agreement.



34. NOTICE



Any application, notice, consent, approval, direction, instructio or waiver hereunder shall be in writing and shall be delivered by hand or by registered mail. Delivery by hand shall be deemed to be effective from the time of delivery and delivery by registered mail shall be deemed to be effective from such time as it would in the ordinay course of registered mail be delivered to the addresse.



35. ARBRITATION AND SETTLEMENT OF DISPUTES



(a) Any dispute or differecens between the parties arising out of or in connection with this Agreement or any agreed variation thereof or in respect of the interpretation or enforceent of the provision of this document or any agreed variation or as to the rights, duties or liabilities of either party shall unless the parties agree to submit to any procedures available in Ghana for the settlement of such dispute be submitted at the instance of either party to the jurisdiction of the international centre for the settlement of investment disputes or settlement by reconciliaton or arbitration pursuant to the convention on the settlement of Investment Disputes between States and Nationals of other States.



(b) THe Parties acknowledge and agree that this Agreement was made on the bassis of the laws and conditions previling at the date of the effective conclusion of the negotiation of this Agreement and accordingly, if thereafter, new laws and conditions come into existence which unfairly affect the interest of either party to this agreement, then the party so unfairly affected shall be entitled to request a re-negotiation and the parties shall thereupon re-negotiate. THe Parties hereby undertake and covenant with each other to make every effort to agreem co-operate, negotiate and to take such action as may be necessary to remove the causes of unfairness or disputes.



36. ASSIGNMENT AND TRANSFER OF STOCK

(a) This Agreement shall not be assignable in whole or in part by the COmpany without the consent of the Government.

(b) THe Government may impose such conditions precedent to the giving of such consent as it may deem appropriate in the circumstances. No assignment, however, may relieve the COmpany of its obligations under this Agreement except to the extent that such obligations are actully assumed by the Assignee.



37. HEADING



The heading given to paragraphs in ths Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.



38. GOVERNING LAWS



THis Agreement shall be governed and construed in accordance with the Laws for time being in force in Ghana.



39. EFFECTS OF SURRENDER OF ORIGINAL LEASES

(a) THe Government and the COmpany hereby agreem confirm and declare that notwithstanding the surrender of the Original Leases:-

(i) all rights, permits and licenses acquired or granted by the Company pursuant thereto shall be preserved and remain in full force and effect;

(ii) all assets movable and immovable referred to in the Original LEases to become the property of the Government without charge on the termination of the said Original LEases shall be retained by the COmpany.

(b) THe Government hereby waives and undertakes not to seek to exercise, all or any of ts rights under the Minerals and Mining Law, 1986 PNDCL.153 and under the Original Leases:

(i) to acquire or receive moveable assets of the Company shall remain the property of the Company; and

(ii) for any of its officers, named thereint to receive the records and data as specified in Clause 14(d) of each of the Original Leases.



FIRST SCHEDULE



1. Mining Lease Dated the 26th of November 1984 between the Government of Ghana and Ashanti Goldifieds Corporation Limited and Registered as NO.280/1985 covering "ALL THAT PIECE OR PARCEL OF LAND" containing an appropriate area of 64,000.00 acres (100 square miles (lying to the East of Fiankuma and Ampuyasi and to the West of Akrokeri and Kimisokakraba in the Adansi Banka District of Ashanti Region of the Republic of Ghana which piece of land is more particularly delineated on the plan annexed thereto for the purpose of identification and not of limitation.

2. Mining Lease dated the 27th of June 1991 between the Government of Ghana and Ashanti Goldifieds Corporation Limited and Registered as NO.470/1991 covering "ALL THAT PIECE OR PARCEL OF LAND" containing an appropriate area of 5,12 square kilometres lying t the North and South of Nyams village and Latitude 6º12' and bounded on the East and West by Obuasi Town and Longitude 1º44' resectively in the Adansi West Distric of Ashanti Region of the Republic of Ghana which piece or parcel of land is more particularly delineated on the plan annexed thereto for the purposes of identification and not of limitation.

3. Mining Lease dated the 27th of June 1991 between the Government of Ghana and Ashanti Goldifieds Corporation Limited and Registered as NO.471/1991 covering "ALL THAT PIECE OR PARCEL OF LAND" containing an appropriate area of 50 square kilometres lying to he West of the present A.G.C. concession; North of Bekansi South BOunday and South of hte Kumasi-Obuasi road in the Adansi West district of the Ashanti Region of the Republic of Ghana which piece of parcel of land is more particularly delineated on the plan annexed thereto for the purposes of identification and not of limitation.

4. Mining Lease dated the 27th of June 1991 between the Government of Ghana and Ashanti Goldifieds Corporation Limited and Registered as NO.472/1991 covering "ALL THAT PIECE OR PARCEL OF LAND" containing an appropriate area of 25 square kilometres lying to the West of the present A.G.C. concession and North of the Kumasi-Dunkwa Road in the Adansi West district of the Ashanti Region of theTHIS IS THE PLAN REFERRED TO IN THE AMENDED GOLD MINING LEASE



DATED THE 5TH DAY OF MARCH 1994



[signature]

THE MINISTER OF ENERGY AND MINESRepublic of Ghana which piece of parcel of land is more particularly delineated on the plan annexed thereto for the purpose of identification and not of limitation.



SECOND SCHEDULE

All that piece or parcel of land containning an approximate area of 334,27 square kilometres bounded on the North and South by Latitudes 6°20'00" and 6°02'30"; and on the East by Longitude 1°42'30" and 1°46'57" in the Amansie East and Adansi West districts respectively of the Ashanti Region of the Republic of Ghana which piece or parcel of land is more particularly delineated on the plan annexed hereto for the purposes of idenfitication and not of limitation.



IN WITNESS WHEREOF the party of the first part has hereunto set his hand and affixed the scal of the Ministry of Energy and Mines and the party hereto of the second part has hereunto caused its commun Seal to be affixed the day and year first above written.



SIGNED, SEALED AND DELIVERED:

THE GOVERNMENT OF THE REPUBLIC OF GHANA

By RICHARD KWAME PEPRAH

The Minister of Energy and Mines for and on behalf of the Govenment of Ghana who by his execution warrants to the other party that he is duly authorized and empowered to enter into this Agreement in the presence of:



[signature]



[signature]

THE COMMON SEAL OF THE WITHIN-NAMED ASHANTI GOLDFIELDS COMPANY LIMITED was affixed to these presents and the same were delivered in the presence of



[signature]

MANAGING DIRECTOR



[signature]

SECRETARYOATH OF PROOF



I, of ACCRA make oath and say that on the day of 19 I was present and saw Minister of Energy and Mines duly execute the Instrument now produced to me and marked "A" and that the said can read and write.



SWONR at Accra, this day of 19 .



BEFORE ME



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REGISTRAR OF LANDS



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DEPONENT



This is the Instrument Marked "A" Referred to in the Oath of Sworn before me this day of 19 .



----

REGISTRAR OF LANDS





CERTIFICATE OF PROOF



On the day 19 at O'clock in the noon this Instrument was proved before me by the Oath of the within-named to have been duly executed by the within-named for and on behalf of "the Government" of the Republic of Ghana for Lessor herein.



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REGISTRAR OF LANDS

DATED THE 5TH DAY OF MARCH 1994





GOVERNMENT OF THE REPUBLIC OF GHANA



AND



ASHANTI GOLDIFIELDS COMPANY LIMITED



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Mining Lease

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TERM:

COMMENCEMENT:

EXPIRY DATE:





[signature]

SOLICITOR OF THE SUPREME COURT GHANA