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REPUBLIC OF CAMEROON                                                     PEACE-WORK-FATHERLAND


































SINOSTEEl

















MINING AGREEMENT


BETWEEN








THE REPUBLIC OF CAMEROON


AND


SINOSTEEL CAM S.A





RELATING TO THE INDUSTRIAL MINING OF THE


LOBE IRON ORE IN KRIBI
























1


BETWEEN THE UNDERSIGNED:





THE REPUBLIC OF CAMEROON, represented by the Minister in charge of Mines, with


vested authority and according to the provisions of Section 44 (2) of Law No. 2016/017 of 14


December 2016 instituting the Mining Code, Hereinafter designated the "State”, on the one


hand,





AND





SINOSTEEL CAM S.A., Limited Liability Company governed by Cameroon law with share


capital of CFA Francs 400,000,000, and head office located at Rue 1828, Bastos-Ekoudou, P.O.


Box: 252 - Yaounde - Cameroon, registered on 10 October 2008 at the Yaounde Trade and


Personal Property Credit Register (RCCM) as SINOSTEEL CAM S.A. under number


RC/YAO/2008/B/1737, having as Taxpayer's number: M100800026370U, represented by Mr


ZHENGHAO ZHENG, in his capacity as General Manager of SINOSTEEL CAM S.A.,


Hereinafter designated "SINOSTEEL CAM S.A.", on the other hand.


The State and SINOSTEEL CAM S.A. shall be collectively designated as the "Parties" and,


individually as, a "Party".





PREAMBLE





Mindful of constitution;


Mindful of Law No. 2016/017 of 14 December 2016 instituting the Mining Code;


Considering that mining deposits, which include the soil and the sub-soil of the territory of the


State, are and remain the sole property of the State;


Considering the importance of the mining sector for the economic and social development of


the Republic of Cameroon;


Considering the will of the State, under its mineral resources development programme, to


foster and boost private investment in exploring and mining these resources;


Considering the findings of the exploration phase purpose of exploration permit number 154


called LOBE, awarded to SINOSTEEL CAM S.A. by Order No.


00175/MINIMIDT/SG/DMG/SDAM of 22 March 2008, as successively renewed by Orders


No. 00447/MINIMIDT/SG/DMG/SDAM of 8 September 2009 and No.


006972/MINMIDT/SG/DM/SDCM of 19 November 2013, which established the existence of


the iron ore deposit at LOBE, in the Kribi 1 and Campo Sub-Divisions, Ocean Division, South


Region, Republic of Cameroon; 




















2


Considering the findings of the feasibility study ordered by SINOSTEEL CAM S.A., which


demonstrate that mining the LOBE iron ore deposit is economically profitable, as per the tax

and customs system under this agreement;




Recognizing the rights of the indigenous peoples and local communities of the LOBE;




Considering the free, prior and informed consent of the indigenous peoples and local


populations for the execution of LOBE iron ore mining project;





HEREBY AGREE AS FOLLOWS: 







PART I:


GENERAL PROVISIONS





PRESIDENCY OF THE REPUBLIC


ARTICLE 2.- PURPOSE OF THE AGREEMENT


This agreement hereby lays down the rights and obligations of the Parties as stipulated in Law


No. 2016/017 of 14 December 2016 instituting the Mining Code, and guarantees, to


SINOSTEEL CAM S.A., the stable legal, economic, fiscal, customs and exchange conditions


explicitly listed within the framework of the LOBE iron ore industrial mining.








ARTICLE 2.- SCOPE OF THE AGREEMENT


(1) The rights laid down by this agreement shall only be binding to the Parties herein and their

respective permitted assignees.


(2) Shareholders, affiliates, co-contractors, sub-contractors, consignors and creditors as well as


other third party beneficiaries shall benefit, in accordance with the terms and conditions of this


agreement, from the rights and guarantees granted to them respectively within the framework


of their activities on the extraction and processing of ores, plus the production of iron ore


concentrates in Cameroon.


(3) Establishment site


The LOBE industrial mining project is located about 200km South-East of the city of Douala,


Cameroon's economic capital, and 40km from the seaside city of Kribi from a bird's eye view.


More specifically, it is found in the Kribi and Campo Sub-Divisions of the Ocean Division


in the South Region of Cameroon. It covers a total surface area of 138.5 km2. The geographic


and cadastral coordinates of the permit are annexed in this agreement.


(4) Detailed content of the project


a) The Project, purpose of this agreement, is a large-scale mining project of the LOBE iron


ore found within the mining area. SINOSTEEL CAM S.A. plans to extract 10000,000 tonnes


of ore per year with 33% of iron, and then enrich it to produce 4 (four) million tonnes of high


content iron ore concentrates over 60%.


 b)The project, purpose of this Agreement, comprises:


The development of a mine towards the production of 4 (four) million tonnes of iron


ore concentrates per year as initial capacity;


the creation of an iron ore enrichment unit;


the establishment of a pipeline to transport the enriched iron ore;


- the setting up of a power generation unit for the project;


the continuation of exploration activities within the perimeter of the mining permit;


- the development of a mining terminal and its related infrastructure for the marketing


of products on the international market.





ARTICLE 3.- DEFINITIONS


(1) The definitions enshrined in Law No. 2016/017 of 14 December 2016 instituting the Mining


Code shall apply to the terms used under this agreement. The terms used under this agreement


may however not, for any reason, override the provisions of the above law.


(2) Under this agreement, the following terms, not defined by the above law or aimed at


supplementing and/or clarifying it, shall have the following definitions:


Project agreement(s) refer(s) collectively to this agreement, special agreements, the mining


permit and individually to one of these documents and any other agreement, certificate or


document signed, issued or established in line with the Project.


Co-contractors refer to an entity (other than the Creditors) which, within the framework of a


contract signed with SINOSTEEL CAM S.A., provides its goods and/or services for the needs


of the Project.





Force Majeure refers, for either of the Parties, to any external, unpredictable, overwhelming


and unavoidable event or circumstance for the Party invoking it, against its will and beyond its


reasonable control which prevents the Party invoking it to fulfil its legal and/or regulatory


obligations as well as any other obligation under this agreement and any project agreement to


which it is a party.


Bank guarantee refers to a collateral, which is acceptable, and regular for the State, at its sole


discretion, issued by an independent bank, located on the territory of the State or not, for the


amounts mentioned in this agreement.





State holding refers to State shares in the share capital of SINOSTEEL CAM S.A. under this


agreement, as provided by Section 59 of Law No. 2016/017 of 14 December 2016 instituting


the Mining Code.




4


Creditor refers to any natural or legal person, national or international financial institution,


export credit agency, any credit insurer or any other body which granted SINOSTEEL CAM


S.A. a merchant credit, a loan, obligations or any financing or refinancing related to the Project.


Product refers to the iron ore extracted within the framework of this agreement.


Third Party refers to any person other than a party to the agreement, an entity designated by


the State, a subsidiary, a shareholder or any other entity subrogated to the rights of SINOSTEEL


CAM S.A.


ARTICLE 4. - DURATION OF THE AGREEMENT


(1) This agreement shall be valid for a duration equal to that of the mining permit in


accordance with Section 56 (1) of Law No. 2016/017 of 14 December 2016 instituting


the Mining Code. It shall have an initial duration of 20 (twenty) years as from the date


of granting of the mining permit.


(2) The renewal of the mining permit shall lead to the renewal of the mining agreement.


ARTICLE 5. - SCOPE OF THE AGREEMENT


(1) Economic significance of the project


a) The PROJECT seeks to strengthen the existing industrial fabric while strongly boosting


Cameroon's balance of trade.


b) SINOSTEEL CAM SA, plans to create at least 600 direct jobs and more than 1000 indirect


jobs.


c) The project seeks to encourage other industries using IRON as raw material to establish


themselves in Cameroon.


(2) Socio-cultural significance of the project


a) the project comprises a programme to construct various socio-cultural infrastructures


(sports centres, leisure centres, cultural centres, etc.) which will favour the well-being of


both the employees and the local communities.



5


(3) Technological significance


Staff working with SINOSTEEL CAM S.A., its co-contractors and sub-contractors acquire


technology and know-how through the "Learning by doing" principle.


(4) Technical and financial conditions of the project.


a) Technical conditions of the project


To execute the project and its different components (power generation unit, mining terminal,


etc.), SINOSTEEL CAM S.A. shall sign, with support of the state, special agreements within


a period of 6 (six) months as from the date of the signing of this mining agreement.


b) Financial conditions of the project


The project will be financed out of SINOSTEEL CAM S.A's own funds up to 30%, and bank


loans up to 70%.


ARTICLE 6.- OWNERSHIP OF PRODUCTS AND MARKETING CONDITIONS


(1) The products shall be owned by SINOSTEEL CAM S.A. pursuant to the provisions


of Section 5 (2) of the Mining Code.


The products shall be marketed in compliance with national and international market rules.


(2) However, during the period of the project, SINOSTEEL CAM S.A commits to avail


at least 15% (fifteen per cent) of produced iron ore concentrates for the local market at standard


international market price with a discount -which takes into account free expenses.


(3) The availability of 15% (fifteen per cent) of iron ore concentrates destined for local


processing shall comply with the rules of demand and supply. Nonetheless, in case of full or


partial absence on the local market, the Minister in charge of Mines may authorize SINOSTEEL


CAM S.A., after verification, to export part or all of the 15% (fifteen per cent).





ARTICLE 7.- REGIME OF MOVABLE AND IMMOVABLE PROPERTIES


NECESSARY FOR THE REALIZATION OF THE PROJECT





(1) The movable property needed for the execution of the project is the exclusive property


of SINOSTEEL CAM S.A.


(2) The constructed immovable property needed for the execution of the project is the


exclusive property of SINOSTEEL CAM S.A. Yet, at the end of mining, the State shall


have a right of preference on the acquisition of the said assets. Some assets like roads


can be handed over to the State.


(3) The bare land covered by the exploitation permit shall be registered in the name of the


State and made available to SINOSTEEL CAM S.A, according to the conditions and


modalities defined by the mining code.___________________








000095





PRESIDENCY OF THE REPUBLIC


 PART II:


RIGHTS AND OBLIGATIONS OF PARTIES








ARTICLE 8. - RECIPROCAL OBLIGATIONS / GOVERNANCE AND


TRANSPARENCY


(1) The Parties commit to cooperate to achieve the objectives of this agreement. Each party


shall have the obligation to respect its commitments, responsibilities and obligations under this


mining agreement, its annexes as well as its amendments in accordance with the law and


regulation in force.








(4) The Parties must comply with international commitment taken by the State and


applicable to their activities, to improve governance in the mining sector, especially


those related to the Extractive Industries Transparency Initiative (EITI).








SECTION 1:


RIGHTS AND OBLIGATIONS OF SINOSTEEL CAM S.A.








ARTICLE 9. - LOCAL CONTENT


(1) Employment and training of national/foreign staff


a) SINOSTEEL CAM S.A. shall be free to hire and fire in accordance with the Mining


Code and the labor code.


b) However, where skills are equal, SINOSTEEL CAM S.A. shall give preference of


employment to Cameroonian staff.


c) Information on the workforce (number, level of qualification, etc.) needed to execute


project work will be provided by any individual or body mandated by the State.


d) For the duration of this agreement, SINOSTEEL CAM S.A. shall comply with the


labour law and regulation as stipulated in the texts in force, especially on safety,


occupational health and social security.


(2) Type of jobs or skills required for the project


a) Job concerns the components of SINOSTEEL CAM S.A.'s activities such as constructions,


ore extraction, ore enrichment, transportation, power generation, setting up the mining terminal.


b) Further clarification on the mapping of positions and jobs at SINOSTEEL CAM S.A. are


well detailed and annexed to this agreement.__




















7


(3)-Training and Technology transfer


a) SINOSTEEL CAM S.A. commits to offer throughout the project or instruct the main co-


contractors and/or main sub-contractors to offer in-service vocational training programmes on


health, safety, risk management and skills needed for the operational phase of the project, with


the aim of maximizing the "cameroonization" of the workforce and, overall, to protect local


jobs.


b) SINOSTEEL CAM S.A. commits to provide, or instruct the main co-contractors and/or


main sub-contractors, in close collaboration with the relevant State services, to provide


vocational training structures and programmes for its workforce.


c) SINOSTEEL CAM S.A undertakes to agree with the state of the technical requirements


serving as indicators of recognition of the quality of qualified professional, in order to help


the main co-contractors, to implement the planned training programs.


(4) Recruitment plan


a) SINOSTEEL CAM S.A undertakes to achieve during the operation phase, and to demand


this same objective from main co-contractors and main sub-contractors, the minimum quotas


of Cameroonian nationals among their employees who are in the Cameroon and are working on


the Project, as follows:


for managerial positions: at least 50% (fifty per cent) of nationals;


for supervisory positions: at least 60% (sixty per cent) of nationals ;


for unskilled positions: at least 90% (ninety per cent) of nationals.


b) Data on jobs created shall be forwarded to the relevant Government services.


(5) Training program


SINOSTEEL CAM S.A, shall forward to the Ministry in charge of mines the job descriptions


and the job reference in order to anticipate the training and upgrading programs


(6) Participation in the development of local SMEs


a) SINOSTEEL CAM S.A. commits to hire in priority, for sub-contracting under the project,


national SMEs with the necessary capacity to provide goods, products, materials, equipment


and services.


(7) Social development programme for the local communities


a) Within the framework of this project, SINOSTEEL CAM S.A. commits in close/


collaboration with local authorities and all other stakeholders to foster development in the














PRESIDENCY OF THE REPUBLIC


local communities by implementing its community development programme found in the


annex.


b) The terms for the management and follow-up of this programme will be subject to a co-


management protocol signed between the Ministry in charge of Mines, any institution mandated


to the effect, the representatives of the population and SINOSTEEL CAM S.A.


c) SINOSTEEL CAM S.A. undertakes to construct, within the framework of its operations,


appropriate lodging facilities as well as medical, school, sports and recreational facilities for its


employees.


ARTICLE 10. - LAND AND MINING GUARANTEES


(1) The State guarantees to SINOSTEEL CAM S.A. the tenure of the land subject of the


mining permit in accordance with the provisions of the mining Code.


(2) Pursuant to the provisions of the mining Code, SINOSTEEL CAM S.A shall have


movable rights over the resources and property rights over the land.


(3) The State guarantees SINOSTEEL CAM S.A, its co-contractors and sub-contractors


that all administrative permits and procedures to facilitate the mining operations shall


be granted in compliance with the regulatory deadlines and conditions.


(4) SINOSTEEL CAM S.A. shall, under strict respect of the regulation in force, have the


right to use blasting materials and the elements founds within the authorized perimeter.








ARTICLE 11. - EXPROPRIATION, DAMAGES AND COMPENSATION OF LOCAL


COMMUNITIES


(1) The conditions for expropriation, damages and compensation of local communities


shall be those stipulated by the Mining Code.


(2) Fees, allowances and overall, all charges resulting from the execution of procedures


to liberate and assign tenure of land shall behove on SINOSTEEL CAM S.A.


(3)The communities concerned by (1) above are those identified by Sections 116 and


118 of Law No. 2016/017 of 14 December 2016 instituting the Mining Code.





ARTICLE 12.- COMPENSATION IN CASE OF ASSIGNMENT OF THE ASSETS OF


SINOSTEEL CAM S.A.





(1) The State guarantees that the company SINOSTEEL CAM S.A. and other affiliated


companies that their mining facilities, the mine and mineral substances from mining,


the fields and other immovable assets shall not be subject to expropriation.


PRESIDENCE DE LAREPUBLIQUE








000095*21


PRESIDENCY OF THE REPUBLIC





9





(2) However, if circumstances or a particular situation require such measures, the State


commits, in accordance with the law and regulation in force, to pay fair compensation


for damaged interests as agreed between the parties.


ARTICLE 13.- HEALTH, HYGIENE, OCCUPATIONAL SAFETY AND


ENVIRONMENTAL PROTECTION


(1) General provisions


Any harmful health, hygiene, safety and environmental injury accountable to SINOSTEEL


CAM S.A shall concern the latter.


(2) Environment and Sustainable development.


SINOSTEEL CAM S.A. undertakes to protect the environment and foster sustainable


development, to protect living things and local communities within the framework of this


Project, as per the regulation in force, codes of good practices as well as recognized


international standards in this area, especially for:


soil protection;


air emissions;


sewage disposal, water crossings or water body management;


- management of tailings, solid and liquid waste;


- noise;


spills.


As such, SINOSTEEL CAM S.A. undertakes, in particular, to comply with the Environmental


and Social Management Plan of the Project.


(3) Occupational Hygiene, Health and Safety


a) SINOSTEEL CAM S.A. undertakes to elaborate, adopt and comply with rules on


occupational hygiene, health and safety as per the law and regulation in force, and to instruct


all co-contractors and sub-contractors to comply with Quality, Hygiene, Safety and


Environmental plan of the Project.


b) The rules mentioned in (3) above shall extend to general conditions for the


construction, use and maintenance of project facilities and infrastructure.


c) SINOSTEEL CAM S.A. shall forward to the State the reports of preventive


maintenance of facilities in accordance with the regulation in force and the provisions of this


PRESIDENCE DE LAREPUBLIQUE








Vh SA


00009-5 - •21 AVR -2022


PRESIDENCY 0 THE REPUBLIC


10


(4) Obligations pertaining to abandonment of facilities and rehabilitation of


affected sites


SINOSTEEL CAM S.A. undertakes to respect the regulation pertaining to the abandonment of


facilities and the rehabilitation of affected sites, notably in accordance with:


- Section 9 (d) of Framework Law No. 96/12 of 5 August 1996 relating to Environmental


Management, and subsequent texts,


-Section 136 of Law No. 2016/017 of 14 December 2016 instituting the mining Code.








ARTICLE 14.- CONTRIBUTION TO THE MINING POLICY IMPLEMENTATION


FUND











(1) SINOSTEEL CAM S.A. will be subjected to the payments of amounts owed for:


a) the Mining Sector Development Fund whose annual contribution is fixed at 2 francs


CFA per tone of the gross production of SINOSTEEL CAM S.A.


b) the Mining Site and Quarry Restoration, Rehabilitation and Closure Fund whose annual


contribution is fixed according to estimated costs of executing the environmental


preservation and rehabilitation programme drawn up and approved by mutual agreement


by the parties, and attached as an annex.


Restoration costs are annual and spread over the life of the mine.


The rehabilitation and closure costs are paid into an escrow account provided for this purpose.


c) the Special Account to Develop Local Capacities whose amount of annual contributions


agreed between the parties is fixed at 0.5% (zero point five per cent) of turnover


excluding taxes.


(2) The terms for the recovery and management of the contribution to the Special Account


to Develop Local Capacities shall be subject to a co-management protocol signed between the


Ministry in charge of mines, any institution mandated to this effect, the representative of th/


local community and SINOSTEEL CAM S.A.


PRESIDENCE DE LAREPUBLIQUE





VI! SA


0000 9 5 - 21AVR -2022


PRESIDENCY 0 F THE REPUBLIC








11


ARTICLE 15.- PAYMENT OF DUTIES, TAXES AND ROYALTIES


(1) In addition to ordinary duties and taxes under the tax law in force, SINOSTEEL CAM


S.A. shall be subjected to the payment of non-refundable survey and exploration fees, the


following duties, taxes and royalties provided under the Mining Code:


a) non-refundable survey and exploration fees;


b) fixed duties;


c) Area-based royalties;


d) Value-based royalties.


(2) The amount and the terms of payment of the fixed duties, taxes and royalties due, are


those provided for by Law No. 2016/017 of December 14, 2016 on the mining Code





ARTICLE 16. - MINING PERMIT RIGHTS





(1) SINOSTEEL CAM S.A. shall, inter alia, have the right:





to access and occupy the land, subject of the permit for industrial mining pursuant to


the provisions of Section 106, 107 and 113 of the Mining Code in a bid to carry out


activities relating to the mining title;


to extract from the earth or below the earth's surface, mineral substances, by any process


or method which complies with the proper rules’, to extract useful substances;


to build a beneficiation plant on the land under consideration;


to process specific minerals, subject of the permit for industrial mining on the said field


or elsewhere and to declare the other associated substances;


to erect any other structure necessary for the processing of piles and tailings;


to remove and pick rocks, ground and minerals from the earth before or after processing;


to withdraw and use water found on or flowing through the field in question, needed for


mining and beneficiation activities, in accordance with the law in force;


to carry out any other appropriate action for the execution of mining or beneficiation


activities on the field under consideration.


to exclusively carry out mining activities on the land, subject of the permit, for


extraction and all activities thereto related and to only possess ores, subject of the said


permit.





(2) Notwithstanding the provisions of paragraph (1) above, SINOSTEEL CAM S.A.


undertakes not to carry on any activity other than that covered by the said mining permit





(3) It is agreed that the mining permit shall grant to SINOSTEEL CAM S.A. the


exclusive right to occupy and use the sites and infrastructure, subject of the project leases, to


concession, or to ownership title, for the duration of the mining permit.





ARTICLE 17. - INSURANCE


(1) SINOSTEEL CAM S.A commits to subscribe to insurance policies, which cover


the risks listed in this agreement, in accordance with all laws applicable to insurance and the


acquisition of appropriate coverage. J


 PRESIDENCE DE LA REPUBLIQUE


VISA





00009552 AVR 2)22


PRESIDENCY OF’THE REPUBLIC J


(2) The sub-contractorsandco-conravtrsofShe8T EEL CAM S.A. shall be


required to subscribe to insurance which notably covers the following risks:





- prejudice or damages caused to the Project facilities, and other facilities, equipment,


existing or completed elements within the occupied Project area;


- professional civil liability for business executives;





ARTICLE 18.- ACCOUNTING


(1) Accounting provisions


SINOSTEEL CAM S.A. undertakes to keep its accounts in accordance with OHADA


accounting principles, as well as the provisions of article 189 of the Mining Code.


(2) Accounting reports


SINOSTEEL CAM S.A undertakes to send annually to the Minister in charge of mines, with a


copy to the Minister in charge of finance, a financial report including the income statement and


the balance sheet.


(3) Depreciation of investments


a) SINOSTEEL CAM SA recognizes that the State has the right to carry out at its


expense, via a body approved by the State, a second-opinion audit of the total amount of


investments during the research phase, previously audited by the firm PRICE WATER HOUSE


directly mandated by SINOSTEEL CAM SA


b) The new amount obtained from the audit will be approved by joint order of the


Ministers responsible for mines and finance, and then mentioned in this agreement as an


amendment to the agreement.


c) SINOSTEEL CAM SA acknowledges having waived the list of fixed assets eligible


for accelerated depreciation.


d) SINOSTEEL CAM SA can benefit from the reimbursement of VAT on the elements


necessary for its activity under the conditions set by the General Tax Code.


(4) Procedure to open, hold and close bank accounts in Cameroon, in foreign


currencies


a) Within the framework of implementation and operation of the Project, subject of this


agreement, SINOSTEEL CAM S.A. shall have the right to open accounts in local currency


within credit institutions of their choice, duly approved by the State.


b) The opening of bank accounts on the national territory in foreign currencies by


SINOSTEEL CAM S.A. shall be subjected to the principle of freedom of choice stated in (a)


above, provided that it however complies with the conditions thereof. . /








13


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PREIPENCYOFTHEREPUBLI


c) The terms and condkiene em8-efeterregemeesigse----e -those fixed by the banking


conditions of credit institutions where the said accounts are lodged, the relevant provisions of


the aforementioned Regulation and its subsequent amendments.





(5) Indexing according to business environment of mineral substances


SINOSTEEL undertakes to negotiate with the State the conditions for the implementation of


indexation clauses to the economic environment of mineral substances, in the event of a change


in the conditions which would significantly affect the interests of the Parties, duly noted by the


latter.








ARTICLE 19.- ARCHAEOLOGICAL EXCAVATIONS AND TREASURES


(1) Any archaeological wealth, treasures or other elements deemed valuable, discovered during


the execution of works are and remain the property of the State. These discoveries shall


immediately be declared by SINOSTEEL CAM S.A. to the Ministry in charge of Culture.


(2) When the perimeter undergoes archaeological excavations, SINOSTEEL CAM S.A.


undertakes to work in a way that does not hamper continuation or conduct of excavation.


(3) SINOSTEEL CAM S.A. also undertakes to preserve the cultural heritage of the indigenous


peoples and local communities within the framework of implementation of its project.


SECTION 2:


RIGHTS AND OBLIGATIONS OF THE STATE


ARTICLE 20. - STATE HOLDING


(1) Mining permit, subject of this agreement, compulsorily awards to the State, 10%


(ten per cent) of the shares of SINOSTEEL CAM S.A., free of charge. The state’s stake cannot


be diluted in the event of an increase in the share capital of Sinosteel Cam S.A.


(2) In addition to the 10% free shares allocated under paragraph (1) above,


the parties agree, at the express request of the State of Cameroon, on a production


sharing mechanism by allocating to the State one percent (1%) of the iron


concentrate produced by SINOSTEEL CAM S.A., as from the first production,


under the conditions and according to the modalities to be defined by agreement


between the parties.


(3) Notwithstanding the provisions of (1) above, the State may, at its own cost and after


agreement by the Parties, increase its holding in the social capital which shares shall not exceed


the additional 25% (twenty five per cent) in accordance with Section 59(2) of the Mining Code.





(4) At the time of its integration in the share capital of SINOSTEEL CAM SA, the State


or the public body duly mandated by the State shall sign with SINOSTEEL CAM a


shareholders' agreement which shall specify in particular the rules relating to the share capital,


the exercise of voting rights and the conditions of participation in the organization and


functioning of SINOSTEEL CAM. SA.


A


14





 00009521 AVR 2022


PRESPENCY,FSHEREP UBLIC.ent institution) and the


(5) Rules of asso


commercial companies Parties to the agreement





When, during SINOSTEEL CAM S.A.'s evolution mentioned in (1) above, there is a transfer


of shares from another shareholder, the State or Government institution designated to this effect


shall have priority over the said shares. In this case, the State or designated Government


institution may transfer the said shares to private operators or to a new strategic partner within


a maximum period of 5 (five) years. The transfer shall be approved by decree of the President


of the Republic.








ARTICLE 21.- GENERAL GUARANTEES


(1) Under this agreement, SINOSTEEL CAM S.A. shall benefit from general


guarantees and advantages stipulated by the law instituting by Mining Code.


As such, the State shall provide its support towards achieving the purpose of this agreement. It


shall guarantee that all the obligations stipulated under its responsibility will be executed


according to legislative and regulatory provisions and this agreement, either by itself, or any


institution mandated by it thereof.


(2) In the line of their professional activities, foreign employers and workers of


SINOSTEEL CAM S.A. for any reason under this agreement or the execution of their activities


shall be subject without discrimination to the law and regulation in force.


(3) Subject to the law and regulation in force and international agreements,


SINOSTEEL CAM S.A., as well as all natural and corporate bodies linked to the Project, for


any reason, and established lawfully shall benefit from:


- the right to dispose freely of their property and to organize their business in their own way;


- the freedom to hire and to fire;


- the free choice of suppliers and service providers;


- the free access to raw materials and inputs;


- the free movement within the territory of their semi-finished and finished products.








ARTICLE 22.- LEGAL, FISCAL AND CUSTOMS STABILITY


(1) The State shall guarantee SINOSTEEL CAM S.A. the legal, fiscal and customs





stability under the conditions fixed by Law No. 2016/017 of 14 December 2016 instituting the


Mining Code, notably Sections 177 et seq. and 190 of the above law. This includes:


- the stability of rates and rules for tax base, duties and fees applicable to SINOSTEEL


CAM S.A. under this agreement;


- the stability of the legal, fiscal, customs and exchange regime;


- the stability of the terms and conditions of this agreement;


- tax incentives and customs exemptions;





15


(2) The period of stability enjoyed by SINOSTEEL CAM S.A is the mining period that


enables her to reach a fifteen percent (15%) internal rate return, as indicated in the feasibility


study and entered in the mining convention. In any case, SINOSTEEL CAM S.A cannot claim


legal and fiscal-customs stability for a period exceeding fifteen (15) years of operation.


(3) No modification to the legal and fiscal and customs regime currently in force in


Cameroon, likely to have a negative effect on the rights and obligations of SINOSTEEL CAM


S.A as it results from this agreement, will be applicable to SINOSTEEL CAM S.A.


ARTICLE 23.- CUSTOMS INCENTIVES


In the operating phase covered by an operating permit, SINOSTEEL CAM S.A is subject to the


common law customs regime, with the exception of the following specific customs advantages,


during the period of installation or construction of the mine:


-exemption from taxes and customs duties on equipment, materials, inputs and capital goods


necessary for production as well as on the first batch of spare parts which should accompany


the start-up equipment, with the exception of passenger vehicles, office equipment and


supplies;


-exemption from taxes and customs duties on replacement of equipment in the event of a


technical incident and on equipment to be used for expending the mining operation;


-exemption from taxes and customs duties on the importation of inputs, materials and


equipment needed for the construction of buildings, as well as on specific lubricants, up to the


date of the first commercial production established by a joint order of the Minister in charge of


mines and the Minister in charge of finance.


The above customs exemptions shall not exclude taxes on services provided.


ARTICLE 24.- TAX INCENTIVES


(1) In the operating phase covered by an operating permit, SINOSTEEL CAM S.A is


subject to the common law tax regime, with the exception of the following specific tax


advantages, during the period of installation or construction of the mine:


a) Payment of registration fees on corporation, company duration extension and capital


increase deeds spread out over a period of one (01) year. Such fees may be split and paid as


follows:


- The first third upon submission of incorporation deed;


- The second third and final third semi-annually.


b) Extension of ^arry forward period from four (04) to five (05) years.














PRESIDENCY OF THE REPUBLIC


Products intended for export shall be liable to a zero (0) VAT rate where such products are


liable to this tax. However, products meant for consumption on the domestic market shall liable


to the duties and taxes levied on similar imported products.


(2) SINOSTEEL CAM S.A deeds shall be exempt from payment of registration fees


and stamp duty, up to the date of the first commercial production, with the exception of deeds


on leasing and renting of accommodation premises.








ARTICLE 25. - EXCHANGE GUARANTEES








(1) It is acknowledged that under this agreement, the freedom to transfer capital and


income shall be guaranteed to foreign natural and corporate bodies carrying out mining


investment financed by currency contribution.





(2) Foreigners may carry out mining investments or be employed at SINOSTEEL CAM


S.A. They would have the right, pursuant to the relevant exchange regulation, to transfer in the


currency exchanged during the deployment of the said investments, dividends, products of all


nature, invested capital, products from the liquidation or closure of assets, salaries, as well as


social contributions and pension funds. PRESIDENCE DE LAREPUBLIQUE











ARTICLE 26. - NON-DISCRIMINATION 0000955.





■ RESIDENCY. OF THE REPUBLIC .


(1) Through the duration of this agreement). edment; when n mining company npnratinj i in


Cameroon benefits from one or several conditions which, on the whole, are considered by


SINOSTEEL CAM S.A. as more favourable than those in this agreement, the beneficial


condition(s) may be granted to SINOSTEEL CAM S.A., at its request.





(2) The guarantees granted under this agreement to SINOSTEEL CAM S.A. and to third


party beneficiaries shall remain valid without consideration of any other less favourable


conditions applicable to other companies engaged in similar activities, even though such


conditions may result from amendments to Cameroon law.











ARTICLE 27. - MINING INFORMATION AND CONFIDENTIALITY








(1) The State hereby acknowledges that the agreement, its annexes and all information


on the execution of this agreement, all reports, results of analysis, order books, geological and


mining data, maps and all other information received from SINOSTEEL CAM S.A., either


through inspection or otherwise, shall be subject, vis-a-vis third parties, to confidential handling


by the Parties. They shall constitute "Industrial Secrets".














17


(2) The State guarantees SINOSTEEL CAM S.A. that none of its agents or workers


should communicate these industrial secrets to third parties without the prior written agreement


of SINOSTEEL CAM S.A. The latter shall claim compensation for damage resulting from non-


compliance by the State, of its commitment not to disclose industrial secrets, during the validity


of the mining permit.


(3) However, this obligation of confidentiality stated in (1) above shall not contain


information:


- in the public domain;


- previously known by one Party before communicating it under this agreement;


- lawfully obtained from third parties who themselves obtained them lawfully and are


neither subject to any restriction to disclose nor obligation of confidentiality; or


- Local Content, as stipulated in this agreement.





(4) Without prejudice to the provisions of (1) above, the Parties shall have the possibility to


forward the report of activities relating to mining information and data collection, in accordance


with regulatory provisions in force, notably to the following persons:


a) authorities in charge of regulation and surveillance, and their affiliated companies as


well as stock market authorities if themselves, or their affiliated companies, are lawfully


required to do so;


b) legal or arbitral bodies, in the case of pending proceedings;


c) their affiliated companies, on the understanding that the Party which communicates this


information to an affiliated company guarantees to the other Party that the said affiliated


beneficiary of the information shall comply with the obligation of confidentiality;


d) to sub-contractors and workers of sub-contractors for mining activities, to their


counsellors and consultants, to direct or indirect potential buyers, of all or part of the


social capital, as well as their counsellors, still on the understanding that the


beneficiaries of this information must have signed a prior confidentiality agreement or


be subjected to an obligation of confidentiality by virtue of their duties;


e) to workers, executives, leaders, agents of the liquidator or an affiliated company subject


to respecting the confidentiality agreement, on the understanding that the disclosing


Party shall assume the responsibility of any violation of this article by these persons; or


f) to creditors and ) its investors within the framework of financing mining operations,


subject to the si ing of a prior confidentiality agreement.


PRESIDENCE DE LAREPUBLIQUE








000095--2 1 lAVR/2022








PRESIDENCY OF THE REPUBLIC














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ARTICLE 28.- ADMINISTRATIVE SURVEILLANCE AND TECHNICAL


CONTROLS


(1) During the operational phase, SINOSTEEL CAM S.A. shall be subjected to


administrative surveillance and technical controls provided by the administration in charge of


mines, other relevant Government services or any duly mandated institution, under the


conditions provided by the regulation in force.


(2) Administrative surveillance and technical controls may be subject to administrative


sanctions and punishment of offences as per the provisions of PART X of Law No. 2016/017


of 14 December 2016 instituting the Mining Code.











ARTICLE 29.- RIGHTS AND OBLIGATIONS OF INSTITUTIONS MANDATED BY


THE STATE TO MANAGE ITS COMMERCIAL INTERESTS











(1) The State shall have the right to mandate institutions in charge of managing its


commercial interests resulting from this agreement. In the case where the State uses this right,


it shall notify the mandate to SINOSTEEL CAM S.A., and all other companies involved in the


project, if necessary.


(2) The notification should present, inter alia, the exact identification of the mandated


institution, the person authorized to represent the institution, the scope and duration of its


powers. The notification must be made prior to the exercise of the mandate.


However, the State shall act as a guarantor of the execution of all its obligations and be


accountable for all actions taken by the mandated institution within the framework of managing


its commercial interests.





PART III:


MISCELLANEOUS AND FINAL PROVISIONS





ARTICLE 30.- TERMS AND CONDITIONS FOR THE AWARD, RENEWAL AND


WITHDRAWAL OF LICENCES AND PERMITS NEEDED FOR THE EXECUTION


OF PROJECTS





(1) The Parties acknowledge that the different activities related to the subject of this


agreement, shall be subordinated, where relevant, to the obtainment of each prior administrative





licence, or the issues of Permit, in accordance with legislative or regulatory instruments


governing the sector of the project concerned.


In this respect, SINOSTEEL CAM S.A. undertakes to comply with the terms and


conditions for the award, renewal and withdrawal of the said licences and permits, as the case














PRESIDENCY OF THE REPUBLIC


may be, in accordance with legislative or regulatory instruments governing each of the activities


subjects of this mining agreement.


(2) The State, through the Ministry in charge of mines, shall take all necessary measures


to ensure issuance by the Government services concerned, of the necessary licences and permits


for the execution of the said projects within deadlines fixed by the regulation in force.








ARTICLE 31. - THIRD PARTY ACCESS RIGHTS


(1) Any other operator requesting the use of the infrastructure constructed by


SINOSTEEL CAM S.A. within the project perimeter, in addition to complying with the


conditions fixed by SINOSTEEL CAM S.A., shall be required to comply with the law in force,


notably Sections 129 to 132 of the Mining Code.


(2) The access of third parties to facilities and infrastructure dedicated to projects


purpose of this agreement shall be subject to the prior authorization of SINOSTEEL CAM S.A.


as appropriate.


ARTICLE 32. - AMENDMENT OF THE AGREEMENT


This agreement can be amended only by written agreement between the parties.








ARTICLE 33. - SUSPENSION OF OPERATIONS


(1) When SINOSTEEL CAM S.A. will envisage a suspension of operations for


whatever reason; it shall inform the Minister in charge of mines in writing with supporting


documents. The Parties to this agreement will meet to discuss on the relevance of the measure


without prior interruption to mining activities.


(2) Beyond a period of 45 days without reply from the Minister in charge of mines as


from the date of reception of the letter from the mining company, the latter may halt its


activities.


(3) In case of force majeure, the suspension shall run from the date of occurrence of


the said force majeure.





ARTICLE 34. - NON-WAIVER OF RIGHTS





(1) Each Party shall have the obligation to comply with the commitments,


responsibilities and duties assigned to them by this agreement._______


•PRESIDENCE DE LA REPUBLIQUE








000095 2 1 AVR 2022


PRESIDENCY OF THE REPUBLIC 20





(2) The fact that one of the Parties shall not require the other Party to strictly execute


the terms and conditions of this agreement, or that it takes the necessary measures at its disposal


to ensure execution, shall not be considered as a waiver to whatever rights are assigned to it


within the framework of this agreement. r -


PRESIDENCE DE LA REPUBLIQUE








ARTICLE 35.- SETTLEMENT OF DISPUTES








(1) Amicable settlement


a) The Parties undertake to amicably settle any conflict or dispute which inaj at i jlTi uiJ


the interpretation or application of this agreement within a period of 90 (ninety) days, as from


the date of notification to the other party of the intention to amicably settle the said conflict.


b) Where the conflict is on purely technical issues notably work and expenditure


commitment, research programmes, feasibility studies, handling operations and safety


measures, the Parties shall refer it to an independent expert, reputed for its technical skills,


jointly chosen on the basis of its technical and professional skills.


c) When the Parties do not agree on the designation of the expert, each of the Parties


shall designate an expert; both experts shall then include a third one who they shall jointly


designate. In case of disagreement by the first two experts on the designation of the third expert,


the latter shall be subject to a designation by the President of the High Court of the place of


operation of the mining title.


d) The findings of the expert(s) shall be presented within a maximum period of 60


(sixty) days as from the date of the designation of the expert or the third expert. It shall be final


and binding.


e) The fees of the expert(s) shall be borne by both Parties whose allocation shall be


subject to special agreement.


f) In case of no amicable settlement, the Parties agree to resort to the provisions of (2)


below to resolve their conflicts.


(2) Litigation


a) Any dispute between the Parties to this agreement shall permanently be settled by


arbitration in accordance with arbitration rules ("Arbitration Rules") of the Arbitration Centre


of the OHADA Common Court of Justice and Arbitration at Abidjan, at the request of the more


diligent Party.


b) The Parties to arbitration shall take care of their own arbitration fees and shall share


in equal parts the fees of arbitrators and the panel.


c) The State, within the framework of arbitration by virtue of this article, shall waive its


right to claim immunity from the jurisdiction of the arbitration tribunal.














21


d) Until the final ruling, the Parties commit to take interim measures which they deem


necessary for the protection of people, goods and this agreement.


However, no substituted entity shall have the right to agree to amendments or modifications of


this agreement.


ARTICLE 36.- ASSIGNMENT AND TRANSFER OF RIGHTS/REPLACEMENT OF


CREDITORS


(1) The duties and obligations resulting from this agreement may be assigned, pledged,


transferred, leased by SINOSTEEL CAM S.A. to any lender or creditor, as well as their


successors and assigns.


(2) The assignment, the enforcement of a pledge or the transfer of rights resulting from


this agreement shall automatically carry, unless otherwise specified in the deed of assignment,


transfer or pledge, the transfer of all buildings, structures and facilities belonging to


SINOSTEEL CAM S.A. as well as the advantage of allotment for tenure of access rights to


lands as stipulated by the Mining Code and the provisions of this agreement.


(3) Any transfer of rights conferred by this agreement shall be subject to the approval


of the Minister in charge of mines.


(4) The shares of the companies likely to be created under the mining agreement shall


be subscribed, held and ceded in accordance with the regulation in force, notably the revised


OHADA Uniform Act on Commercial Companies and Economic Interest Groups and the


Mining Code.


ARTICLE 37.- LANGUAGE OF THE AGREEMENT


This agreement shall be drafted in English and in French and the 02 (two) versions shall have


equal value.


ARTICLE 38.- FORCE MAJEURE


(1) Under this agreement, force majeure should be considered as defined in Article 1 of


this agreement.


(2) If one party finds it impossible to full or partially fulfil its obligations arising from


this agreement, due to a case of force majeure as defined above, it must inform the other party


in writing within 20 days following the occurrence of the event by indicating the reasons, except


for material impossibility.


(3) The performance of assigned obligations shall be subject to a suspension for the


PRESIDENCE DE LAREPUBLIQUE








VI: BA


00 0 0 9 5 - -21 AVB-2622


PRESIDENCY 01 : THE REPUBLIC


(4) In case of the resumption of activities, the mining permit and the agreement shall


be extended for a period equal to that of the suspension.


ARTICLE 39.- RIGHTS AND OBLIGATIONS AT THE END OF THE AGREEMENT


(1) Upon expiry of the mining permit and this agreement, SINOSTEEL CAM S.A.


shall, according to a prior validated and approved timetable by the Minister in charge of Mines,


dismantle according to standard practice all facilities of the project found on the land, subject


of the mining title. SINOSTEEL CAM S.A. may export all these equipment in accordance with


the conditions in force.


(2) SINOSTEEL CAM S.A. shall have the right to assign its assets to any individual or


company of its choice. However, if the State wishes to acquire them, it must react to the sale


offer within a period of not more than 120 (one hundred and twenty) days as from the


notification by SINOSTEEL CAM S.A. of a sale offer including prices. Beyond this period,


SINOSTEEL CAM S.A. shall be free to sell its assets while excluding the State.


(3) The assets shall be assigned to the State in exchange of a price corresponding to


their exact market value, if it is the lone potential buyer, or to the price of the highest bidder in


case of many potential buyers.


In case of assignment to the State as provided for in (3) above, the price of assignment


to the State shall not be lower than market value. Assets purchased by the State will be


transferred in exchange for payment.


(4) In case of non-dismantling within the deadlines fixed by the Minister in charge of


mines, the latter will take measures for the facilities of the project to be auction publicly, or by


public call to tender. The proceeds from the sale shall be paid into the public treasury.


(5) When upon expiry of the mining title and mining agreement, SINOSTEEL CAM


S.A. does not retrieve the other extracted ores; they shall become the property of the State.


(6) SINOSTEEL is required to pay the duties and taxes still payable and to comply with


the obligations incumbent on it with regard to the environment and the rehabilitation of of


mined sites.


(7) All social infrastructures such as health centres, schools, leisure centres, remote


sites, created by SINOSTEEL CAM S.A. under this project, shall belong to the State as of right


at the end of the project.


ARTICLE 40.- END OF CONVENTION


(1) This agreement terminates, either before term or at term:


a) By termination by agreement of the Parties, when the Parties deem it to be mutually


beneficial.


b) By waiver or termination of SINOSTEEL CAM SA, in the event of the State's failure


to meet its obligations.


In this case, SINOSTEEL CAM SA undertakes to seize by correspondence against


discharge, the State by identifying the alleged breach, indicating the time limits within which


the company wishes the State to remedy the breaches and possibly, specifying the measures


required. It advocates in order putting an end to the alleged breaches in the best operational and


security conditions;


When at the end of this period, the State has not remedied the said breach, SINOSTEEL


CAM SA can either pronounce without recourse to the judge, and without prejudice to the


compensation by the State of the damage suffered, the termination of the corresponding


agreement, or request payment by the State of damages in compensation for the damage


suffered.


c) By withdrawal of the operating license of SINOSTEEL CAM SA, in the event of


breaches of its obligations and after an unsuccessful formal notice within a period not exceeding


ninety (90) clear days, or without justification by SINOSTEEL CAM SA for the reasons why


it cannot implement the measures recommended in said formal notice, in accordance with the


provisions of articles 57 (4), 211 and 213 of the Mining Code.


d) By expiration of the initial duration of the operating license of SINOSTEEL CAM


SA or by exceeding the renewal deadlines, or by the State's refusal to renew said license (in the


event of non-compliance with the renewal conditions), in accordance with with the provisions


of article 212 of the Mining Code.


(2) Withdrawal and renunciation also imply the termination of the lease afterpayment


of the rent due.


ARTICLE 41.- CONFLICT OF INTEREST


(1) Executives and workers of SINOSTEEL CAM S.A. may not, under threat of


sanctions, have direct or indirect financial interests in the direct or indirect sub-contracting


companies and/or other companies with any financial interest in SINOSTEEL CAM S.A.


(2) Civil servants within public administration and staff of public institutions attached


or under the supervision of the Ministry in charge of mines may not have direct or indirect


financial interests in SINOSTEEL CAM S.A. and in the direct and indirect sub-contractors of


SINOSTEEL CAM S.A.


(3) Without prejudice to (2) above, these civil servants and public workers mentioned


above shall be required, under threat of sanction provided in the regulation in force, to declare


their interest and/or decline jurisdiction in any decision making with a direct or indirect


incidence on their interests within SINOSTEEL CAM S.A. /














PRESIDENCY OF THE REPUBLIC





ARTICLE 42.- APPLICABLE LAW





This agreement and any dispute or claim arising from its content or training, or thereto related,


shall be governed and interpreted in accordance with the legislation and principles of Cameroon


law, including international treaties and commitments to which Cameroon is a party.


ARTICLE 43.- ANNEXES AND PREAMBLE TO THE AGREEMENT


The preamble and annexes attached to this agreement shall form an integral part of the


agreement.


ARTICLE 44.- SPECIAL AGREEMENTS


This agreement shall be subject to special agreements signed between the Parties to handle


specific issues with the concerned Government services.


ARTICLE 45.- MONITORING THE IMPLEMENTATION OF THE CONVENTION


The Parties agree to the establishment of an interm inisterial committee by the Minister in


charge of mines to monitor the implementation of this convention. The local or indigenous


populations near the mine, as well as civil society, participate in the monitoring activities of the


said Committee.


ARTICLE 46.- ENTRY INTO FORCE


This agreement signed between the State and SINOSTEEL CAM S.A shall enter into force as


from the date of notification and availability of the mining permit to SINOSTEEL CAM S.A.


ARTICLE 47.- REGISTRATION


This agreement shall be drafted, printed and registered at the expense of SINOSTEEL CAM


S.A.


ARTICLE 48.- NOTIFICATIONS


(1) Means of issuance


All communication or notification to Parties provided under this agreement shall be drafted in


English or in French and shall be done by any means that leaves a written record.


(2) Addresses


\ /


a) The notifications to the State shall be sent to the address below or to any other


address provided as a replacement, in compliance with this Agreement:


PRESIDENCE DE LAREPUBLIQUE


SA


VI:


0 00095- 2 1 AVR w


PRFSIDENCYO F THE REPUBLIC


REPUBLIC OF CAMEROON


Ministry in charge of Mines


Yaounde, Republic of Cameroon


and copy sent to:


SINOSTEEL CAM S.A.


To: Mr Managing Director of SINOSTEEL CAM S.A


Street: 1828, Bastos-Ekoudou


P. O. Box: 252 YAOUNDE-CAMEROON


b) The notifications to SINOSTEEL CAM S.A. shall be sent to the address below or to


any other address provided as a replacement, in compliance with this Agreement:





SINOSTEEL CAM S.A.


To: Mr Managing Director of SINOSTEEL CAM S.A





Street: 1828, Bastos-Ekoudou


P. O. Box: 252 YAOUNDE-CAMEROON





ANNEXES





Geographical and cadastral map of the mining site and its location with the area


and the geographical coordinates;





Reserves certification report


Powers given by the Investor to the signatory of this agreement;


Detailed layout plan ;


Mapping of positions and jobs.








PRESIDENCE DE LAREPUBLIQUE












































26


 DONE IN YAOUNDE, ON








FOR SINOSTEEL CAM S.A.,

















abrie








The Managing Director MINISTER OF MINES, INDUSTRY AND


TECHNOLOGICAL DEVELOPMENT























PRESIDENCE DE LAREPUBLIQUE


VISA .





0000950121 AVR 2022


PRESIDENCY* ofthe republic







































































27