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16 January 2018
Dated 16th January, 2018
THE REPUBLIC OF GHANA
ANGLOGOLD ASHANTI (GHANA) LIMITED
1 Definitions and Interpretation.........................................................................................................1
2 Condition and Effective Date..........................................................................................................6
5 Taxes, Duties and Levies...............................................................................................................9
6 Financial Reporting and Exchange Control...................................................................................9
7 Group Com pany Transactions.....................................................................................................10
8 AGAG Covenants.........................................................................................................................10
9 Employment and Training............................................................................................................11
10 Undertakings of the Government.................................................................................................12
11 Conflicts with and Amendments to Mining Leases......................................................................15
13 Warranty and Indemnification......................................................................................................16
14 Periodic Review............................................................................................................................17
16 Governing Law.............................................................................................................................20
19 Force Majeure............................................. 25
20 Anti-corruption, Environmental Protection, Human Rights and National Security.......................26
21 Entire Agreement and Modifications............................................................................................26
22 Assignment and Succession.....................................................................................................--26
24 Non-waiver of Rights....................................................................................................................27
THIS AGREEMENT is dated..............................2018 and made between:
(1) THE REPUBLIC OF GHANA, represented by the Minister of Lands and Natural
Resources (hereinafter referred to as the Government); and
(2) ANGLOGOLD ASHANTI (GHANA) LIMITED, a company with limited liability
established under the laws of Ghana (hereinafter referred to as AGAG).
(A) In February 2004, the Government and AGA (as defined below) entered into a stability
agreement which was amended in February 2007 (the Existing Stability Agreement),
which agreements were ratified by Parliament (as defined below) and pursuant to which
the Government granted certain support to AGA and its subsidiaries in Ghana.
(B) AGAG has determined, taking account of the terms of this development agreement that
the Redevelopment (as defined below) of the Obuasi Mine is a viable project and
proposes to undertake the Redevelopment in accordance with the Redevelopment Plan
(as defined below).
(C) The Government has agreed, subject to Parliamentary approval, to enter into a
development agreement with AGAG, in accordance with the Minerals and Mining Act (as
defined below) to assist AGAG to obtain the support of investors and to achieve stability
for the Redevelopment.
THE PARTIES AGREE AS FOLLOWS each in consideration of the agreement of the
1 Definitions and Interpretation
1.1 The following terms wherever used in this Agreement shall have the respective meanings
set forth below:
AGA means AngloGold Ashanti Limited a company incorporated in South Africa with
registered number 1944/017354/06, the registered office of which is at 76 Rahima Moosa
Street, Newtown 2001, South Africa.
AGAI means AngloGold Ashanti (Iduapriem) Limited a company incorporated in Ghana
with registered number C-33018, the registered office of which, is at 1 Patrice Lumumba
Road, Kawukudi Junction, Roman Ridge, Accra.
Agreement means this development agreement.
Binsere Mining Leases means the three Mining Leases entered into between the
Government and AGAG each dated 9 April 1998.
Constitution means the 1992 Constitution of the Republic of Ghana.
Contract Area means any area designated by the Mining Leases.
Development means all preparation for the removal and recovery of Minerals, including
the construction or installation of a mill, a Mining Plant or any other Infrastructure to be
used for the mining, handling, milling, beneficiation or other processing of Minerals.
Dollar and US$ mean United States dollars and any other currency that is legal tender
in the United States of America.
Effective Date means the date described in Clause 2.
Existing Stability Agreement has the meaning given in Recital (A).
Exploration means activities directed towards ascertaining the existence, location,
quantity, quality or commercial value of deposits of Minerals.
Financial Year means 1 January to 31 December (inclusive), or such other period as
the Parties may agree.
Force Majeure has the meaning given in Clause 19.3.
Foreign Currency means Dollars and any other currency except Ghana Cedis.
GAAP means generally accepted accounting principles that the Institute of Chartered
Accountants, Ghana may from time to time adopt.
General Mining Regulations means the Minerals and Mining (General) Regulations,
2012 (L.l. 2173).
Ghana Cedi means the lawful currency of Ghana and any currency that is legal tender
Government means the Government of the Republic of Ghana as defined under Article
295 of the Constitution.
Group Company means a legal Person that, with respect to AGAG, directly or indirectly
controls, is controlled by, or is under common control with AGAG. For this purpose,
“control” shall have the same meaning as “controller” in section 111 of the Minerals and
ICSID Convention means the 1965 Washington Convention on the Settlement of
Investment Disputes between States and Nationals of Other States, and ICSID refers to
the International Centre for Settlement of Investment Disputes established by that
Infrastructure includes the following:
(a) immovable transportation and communication facilities (including roads,
bridges, railroads, airports, landing strips and landing pads for aircraft,
hangars and other airport facilities, garages, channels, tramways, pipelines
and radio, telephone, telegraph, telecommunications, and electronic or other
forms of communications facilities);
(b) immovable port facilities (including docks, harbours, piers, jetties,
breakwaters, terminal facilities and warehouses, and loading and unloading
(c) immovable power, water and sewerage facilities (including electrical
generating plants and transmission lines, dams, water drains, water supply
systems and systems for disposing of tailings, plant waste and sewage);
(d) immovable public welfare facilities (including schools, clinics and public halls);
(e) miscellaneous immovable facilities used primarily in connection with the
operation of any of the foregoing (including offices, machine shops, foundries,
repair shops and warehouses);
(f) other immovable facilities used primarily in connection with or as an incident
to Operations; and
(g) movable facilities and equipment used as an integral part of the immovable
facilities described above or used in connection with Operations. For purposes
of this Agreement, immovable items consist of all tangible items that are
securely affixed and attached to the land or to buildings or other structures on
the land. All other items are movable items.
Law means any Constitution, law, statute, decree, rule, regulation, judicial decision,
judgement, order, proclamation, executive order or other sovereign act of the
Government that regulates, controls or relates to AGAG and to its Operations, or that is
generally applicable in Ghana.
Mineral means minerals as defined under section 111 of the Minerals and Mining Act as
Minerals Commission means the Minerals Commission established under section 1 of
the Minerals Commission Act, 1993 (Act 450).
Minerals and Mining Act means Minerals and Mining Act, 2006 (Act 703), as amended.
Mining Leases means the Obuasi Mining Lease and the Binsere Mining Leases or any
of them as they may be amended, renewed, merged or replaced from time to time.
Mining Plant means mining plant as defined under section 111 of the Minerals and
Minister means the Minister responsible for mines.
Notice means notice given in accordance with Clause 18.
Obuasi Mine means the mine operated by AGAG pursuant to the Mining Leases.
Obuasi Mining Lease means the mining lease entered into between the Government
and AGAG dated 5 March 1994 as amended by an addendum effective 18 February
2004, both of which have been ratified by Parliament.
Operations means any and all activities and transactions conducted by or on behalf of
AGAG, in connection with Exploration, Development, Production and reclamation and
the financing of any of them (including the Redevelopment), as it relates to the Obuasi
Parliament means the Parliament of the Republic of Ghana or any successor legislative
entity or authority.
Party means the Government or AGAG (as well as any permitted assignee of either of
them) as the context may require or permit.
Person means any natural person and any legal person. For purposes of this
Agreement, a natural person means a human being and a legal person means a
partnership, joint venture, corporation, limited liability company, trust, estate, or any entity
that is recognised by the laws of any state as a distinct legal entity, as well as a
government or state.
Prevailing Market Rate of Exchange means the predominant rate, expressed in the
relevant Foreign Currency, on any day during which AGAG engages in a foreign
exchange transaction under this Agreement, at which willing sellers and willing buyers,
acting at arm's length, in the ordinary course of business have most recently purchased
or sold or agreed to purchase or sell Ghana Cedis.
Production means the commercial exploitation of Minerals found in the Contract Area
and all other activities wherever performed that are incidental thereto including the
design, construction, installation, fabrication, operation, maintenance and repair of
Mining Plant or other Infrastructure, facilities and equipment and the mining, excavation,
extraction, recovery, handling, beneficiation, processing, milling, stockpiling,
transportation, export and sale of Minerals.
Redevelopment means the redevelopment of the Obuasi Mine in accordance with the
Redevelopment Plan means the plan for Redevelopment approved by the Government
and attached to this Agreement as an Appendix.
Shareholder means any direct or indirect shareholder of AGAG, an indirect shareholder
being a Person who controls the exercise of more than 50% of the voting power at any
general meeting of a holding company of AGAG.
Stability Period means the period of ten (10) years from the Effective Date, as may be
extended for a further term of five (5) years in accordance with Clause 4.3.
Subcontractors means any Person rendering goods or services to AGAG (or its
contractors or subcontractors) in relation to the Operations or importing goods in
connection with the Operations.
Subsidiary and Holding Company have the meanings set out in the First Schedule to
the Ghana Companies Act, 1963 (Act 179), as amended.
UNCITRAL Arbitration Rules means the Arbitration Rules of the United Nations
Commission on International Trade Law.
1.2 Headings to the clauses and sections of this Agreement are inserted for convenience
only and shall not affect its construction.
! 1.3 Unless otherwise stated:
i (a) a reference to “hereof’, “hereunder”, “herein” or words of similar meaning,
means this Agreement;
(b) the words “and" and “and/or” include the conjunctive and disjunctive, as the
context may require or permit;
(c) the word “include" (and any variation of that word) means including but not
1.4 This Agreement shall be read with such changes in gender or number as the context
shall require and words importing the singular shall include the plural and vice versa.
1.5 Each of the Parties to this Agreement have participated in the drafting and negotiation
of this Agreement and this Agreement shall not be construed against either Party as the
1.6 With effect from the Effective Date, the Existing Stability Agreement will cease to apply
to AGAG and the Existing Stability Agreement shall only continue in relation to the other
subsidiaries of AGA incorporated in Ghana, in particular AGAI.
2 Condition and Effective Date
2.1 This Agreement shall be conditional upon the ratification of this Agreement by
Parliament under Article 268 of the Constitution and sections 48 and 49 of the Minerals
and Mining Act.
2.2 The Effective Date shall be the date on which this Agreement is ratified by Parliament.
The term of this Agreement shall commence on the Effective Date, and unless sooner
terminated in accordance with this Agreement, shall continue for the Stability Period.
4.1 During the Stability Period, AGAG shall not:
(a) be adversely affected by a new enactment, order, instrument or other action
made under a new enactment or changes to an enactment, order, instrument
that existed at the date of this Agreement or other action taken under these
that have the effect or purport to have the effect of imposing obligations on
(b) be adversely affected by any subsequent changes to:
i. the level of and payment of customs or other duties relating to the
entry of materials, goods, equipment and any other inputs necessary
to the operation of the Obuasi Mine;
ii. the level of and payment of royalties, taxes, fees, and other fiscal
imposts; and #
iii. laws relating to exchange control, transfer of capital and dividend
4.2 Clause 4.1 shall not apply to a new enactment, order, or instrument, or other action made
under a new enactment, order, or instrument to promote the use of Ghanaian goods and
services in the Operations.
4.3 The Stability Period shall be for a period of ten (10) years from the Effective Date, which
period (the Initial Stability Period) shall be extended for a further term of five (5) years
(the Extended Stability Period) on terms agreed to by the Parties acting reasonably and
taking into account the economic returns of the Obuasi Mine to each of the Parties, if:
(a) at the end of the Initial Stability Period AGAG has complied fully with the
Redevelopment Plan; and
(b) under a plan (the Extension Plan) presented to and accepted by the Minister,
AGAG commits to make an additional investment, subsequent to the
investments under the Redevelopment Plan, of at least Three Hundred Million
United States Dollars (US$300,000,000) in a mining project which is the
subject of the Mining Leases, provided that the period for the completion of
the project shall not exceed four (4) years beyond the Initial Stability Period,
and the additional investment is projected under the Extension Plan to result
in any of the following:
(i) an increase in gold production by AGAG of at least ten per cent (10%)
when compared to the average of the three (3) calendar years before
the completion of the project described in the Extension Plan and
financed by the additional investment; or
(ii) an increase by at least three (3) years in the life of the mine which is
the subject of the Mining Leases; or
(iii) an increase of at least ten per cent (10%) in the number of permanent
employees who are citizens of Ghana employed by AGAG at the
mine which is the subject of the Mining Leases when compared to 31
December of the year prior to the year in which AGAG began
construction or other activity required to complete the project
described in the Extension Plan and financed by the additional
investment; or 8
(iv) the satisfaction of any other measure approved by the Minister.
4.4 Where the Minister has not acknowledged the Extension Plan referred to in Clause 4.3(b)
ninety (90) days after it has been delivered, AGAG shall deliver a reminder notice to the
Minister. The Extension Plan shall be deemed to have been accepted by the Minister if
notice of disapproval has not been delivered to AGAG thirty (30) days after delivery of
the reminder notice.
4.5 Fulfilment of the measures described in Clause 4.3(b) and set forth in the Extension Plan
shall be deemed to have occurred if, within one (1) year after the completion of the
project financed by the additional investment, any one of the conditions set forth in
Clause 4.3(b) and as described in the Extension Plan has been met or, in the case of
Clause 4.3(b)(ii), it can be demonstrated to the reasonable satisfaction of the Minister
that activities have been completed and given effect such as will permit the attainment
of that condition.
4.6 Should the conditions described in Clause 4.3 fail to be satisfied on the basis and within
the period described in Clause 4.4 and 4.5 and in the Extension Plan, unless such failure
is due to Force Majeure or to action taken or inaction by the Government after
acceptance of the Extension Plan that prevents the satisfaction of any of the relevant
conditions in the Extension Plan, the Government may rescind the Extended Stability
Period and AGAG will thereafter become liable for any additional financial obligations
that would have accrued but for the extension of the Initial Stability Period.
5 Taxes, Duties and Levies
AGAG shall, subject to Clause 4, be subject to all taxes, duties and levies in force in
Ghana from time to time under Law as may apply to them except where AGAG is exempt
wholly or partly from the application of a Law relating to taxes, duties and levies pursuant
to Article 174 (2) of the 1992 Constitution of the Republic of Ghana.
6 Financial Reporting and Exchange Control
6.1 Currency for Accounting
Accounting by AGAG under this Agreement shall be in Dollars and any amounts paid or
received, and obligations incurred or transactions carried out, in Ghana Cedis or in any
Foreign Currency other than Dollars shall be converted to Dollars at the Prevailing
Market Rate of Exchange between Dollars and Ghana Cedis or any other Foreign
Currency on the date of the applicable transaction in accordance with GAAP. AGAG shall
not be required to keep records and financial statements in Ghana Cedis.
6.2 Exchange Control
(a) AGAG may without restriction, directly or indirectly, of the Government, obtain,
retain, hold, deal with and disburse up to eighty (80) per cent of proceeds
received from exporting Minerals in Foreign Currencies in places it has chosen
under the Existing Stability Agreement or that it may choose in accordance
with any foreign exchange retention account agreement hereinafter entered
into with the Bank of Ghana or otherwise in accordance with Law.
(b) AGAG shall be entitled to hold, in Foreign Currency, any amounts returned to
or held in Ghana in excess of twenty (20) per cent of proceeds received from
(c) AGAG may acquire Ghana Cedis at the Prevailing Market Rate of Exchange,
and also exchange Ghana Cedis for Foreign Currency at the Prevailing Market
Rate of Exchange provided that any of the above transactions in Ghana shall
comply with Law including any requirement that such transactions in Ghana
be conducted with Persons authorised by Law to engage in such transactions.
6.3 Right to Remit Payments
AGAG shall be entitled to remit in Dollars all payments of dividends, interest, finance
charges, principal, management and technical services fees and other properly payable
items arising from, as a result of, or related to Operations.
7 Group Company Transactions
7.1 Transactions including the purchases of goods and services and the provision of loans
and the accrual of interest between AGAG and a Group Company or any other Person
of whom AGAG or a Group Company of AGAG is a controller shall unless otherwise
provided by this Agreement or Law be conducted on an arm's length basis as would
occur between unrelated parties and as required by Law.
7.2 AGAG shall, in accordance with Law, provide documentation of the prices, discounts and
commissions and a copy of any contracts and other relevant documentation related to
transactions with Group Companies. 2
7.3 For the purposes of this Clause 7, “controller” shall have the meaning given to it by
section 111 of the Minerals and Mining Act.
8 AGAG Covenants
8.1 Community T rust
AGAG has established a community trust for the Obuasi Mine through a wholly owned
subsidiary named AngloGold Ashanti Obuasi Community Trust Fund with a board of
directors drawn from AGAG management and the communities in Ghana in which AGAG
operates. AGAG shall contribute US$2.00 per ounce of gold sold by AGAG from the
Obuasi Mine to the fund. The disbursement of funds shall be determined by the board
of directors of the AngloGold Ashanti Obuasi Community Trust Fund.
8.2 Health and Safety
AGAG shall maintain health and safety standards in accordance with the Minerals and
Mining (Health, Safety and Technical) Regulations, 2012 (L.l. 2182). AGAG may apply
its own best practices in connection with Operations provided that they are not
inconsistent with applicable Law and international best practices.
8.3 Use of Ghanaian Goods and Services
Subject to Clause 4.2, AGAG shall when purchasing goods and services required with
respect to Operations, comply with section 105 of the Minerals and Mining Act and
Regulation 2 of the General Mining Regulations as well as any new enactment, order or
instrument made to give preference to materials and goods made in Ghana, and
services provided by Ghanaians or entities incorporated or formed in Ghana and owned
and controlled by Ghanaians.
9 Employment and Training
To the extent that Persons having the requisite skill and experience are available for and
willing to accept employment with AGAG, AGAG shall employ (and shall give preference
to the employment of) such qualified Persons who are citizens of Ghana (and to such
other Persons as the Law may require) for skilled technical, administrative, financial and
managerial positions in accordance with Law (in particular Regulation 1 of the General
Mining Regulations) for the purpose of ensuring that managerial functions of AGAG at
all levels including technical and senior executive levels shall be substantially performed
by citizens of Ghana. Notwithstanding the foregoing, AGAG shall have the right freely to
appoint and employ as its Chief Executive Officer, Chief Financial Officer and Head of
Operations, Persons who may be either Ghanaian citizens or citizens of any other nation,
(a) where any individual may be disqualified by Law from entering or residing in
(b) where an individual is from a nation whose citizens may as a general category
be banned by Law from residing or working in Ghana.
AGAG shall, subject to the foregoing, also have the right at all times to choose its
employees freely and without restriction. AGAG and the Government shall, from time to
time and as permitted by Law, determine how to accomplish the objectives set forth
above in this Clause 9.1.
AGAG shall among other measures, provide on a continuing basis for the training of
suitable Ghanaian citizens, in order to qualify them for skilled, technical, administrative
and managerial positions. AGAG shall submit to the Minerals Commission a detailed
programme for the recruitment and training of Ghanaians in connection with Operations
pursuant to the Mining Leases, and such programmes shall be designed towards the
eventual replacement of expatriate personnel by Ghanaian personnel, as required by
10 Undertakings of the Government
10.1 Government Interest
The Government undertakes that it shall not seek to exercise any right to acquire an
interest in AGAG, its Group Companies or any of their respective operations or assets
pursuant to requirements of section 43 of the Minerals and Mining Act, or of any other
Law or any successor law thereto.
10.2 Special Share
The Government reconfirms its agreement that the Government’s rights with respect to
the Special Share as set out in the articles of association of AGAG apply solely to
AGAG’s assets and operations in Ghana.
10.3 Electricity Generation and Transmission
(a) The Government shall through its best endeavours make available electric
power sufficient to meet AGAG’s reasonable needs for the conduct of
Operations in Ghana on the same basis as other mines in Ghana.
(b) The Government further affirms that AGAG may at its own cost and in
accordance with Law, generate, transmit, use and deal with electricity and
lawfully obtain electric power from other Persons who have been so authorised
in Ghana by the Government.
(c) With respect to all of the foregoing, AGAG may construct the necessary
Infrastructure and Mining Plant subject to the requirements of any Law
regulating the manner in which any of the foregoing rights shall be exercised
taking into account the safety of the public and prevention of harm to the
10.4 Incidental rights
(a) Conduct of Operations
AGAG may conduct Operations either directly or through agents and
contractors (including Subcontractors) and shall do so in accordance with (a)
the terms of this Agreement and (b) the terms of the Mining Leases, and in a
manner consistent with Law.
Subject to section 14 of the Minerals and Mining Act, AGAG may, mortgage,
charge or otherwise encumber all or part of its interest under this Agreement
or the Mining Leases to raise, from one or more Group Companies or third
parties, financing for its Operations and other obligations under this
Agreement. The Government agrees that in the event of default by AGAG, a
Person who holds such mortgage, charge or other encumbrance may either
conduct Operations to the same extent and on the same basis as AGAG if it
is qualified under Law and has demonstrated the technical and financial ability
to conduct Operations under this Agreement or, with the prior consent of the
Minister, which consent shall not be unreasonably withheld, and as permitted
by Law, may exercise any power of sale granted by any such mortgage,
charge or other encumbrance.
(c) Right to Export Minerals and Other Rights
Under the Mining Leases and under this Agreement, AGAG has the exclusive
right, subject to Law to:
i. export and sell, without restriction by the Government or any other
Person, Minerals obtained from Operations in a Contract Area to any
Person in any country or state;
ii. carry on Exploration for Minerals within the Contract Area;
iii. mine Minerals within the Contract Area; and
iv. subject to Clause 6.2 (a), receive all income and proceeds from the
export or sale of Minerals and to deposit them in banks within Ghana
and outside of Ghana.
(d) Protection against Nationalisation or Expropriation
Except as permitted in accordance with the provisions of Article 20 of the
Constitution, the Government undertakes and affirms that it shall not
nationalise or expropriate (or with respect to any of the following take any
measures equivalent to nationalisation or expropriation):
i. any Infrastructure or other property, movable or immovable, tangible
or intangible (including any bank accounts) owned by AGAG, subject
to its right to possess or use, and whether in its possession or in the
possession of its Group Companies, agents, representatives or
ii. Minerals in any form as permitted by the Mining Leases resulting from
iii. any equity, shares, loans or ownership interests of whatever nature
held in or owned or issued by AGAG; and
iv. any structure or entity put in place by AGAG in connection with
Any action taken by the Government pursuant to the Constitution as described
above, or any other action by the Government in violation of the terms of this
paragraph (d) shall each entitle AGAG, in addition to any other remedy
provided by Law or otherwise by this Agreement, to payment of compensation
by the Government as provided under Article 20 of the Constitution.
(e) Peaceful Enjoyment
The Government hereby warrants that AGAG shall have peaceful enjoyment
of the rights granted hereunder in accordance with Ghanaian Law.
(f) Surface Rights
AGAG may, under the Mining Leases and subject to the requirements of Law,
enter upon and utilise all land within the Contract Area for purposes of and
incidental to its Operations. Nothing contained in this paragraph (f) shall be
construed to permit AGAG to explore for Minerals or to produce Minerals found
in any land that is not within the Contract Area
(g) Mining Plant and the use of Public Infrastructure
i. AGAG may, subject to Law, acquire, construct, install, maintain and
operate a Mining Plant and other Infrastructure reasonably required for
ii. AGAG may, subject to Law, use public Infrastructure, owned, operated
or provided by the Government, or by any other Person under licence
or authority of the Government, to the same extent that those facilities
may be used by others to meet the needs of AGAG with respect to
iii. To the extent reasonable in connection with Operations, AGAG may
integrate any item of Mining Plant with similar items of public
Infrastructure, where it is reasonable and lawful to do so, and subject
to prior consent of the Government.
iv. The Government reserves the right to construct roads, highways,
railroads, telegraph' and telephone lines or other public utility
Infrastructure within the Contract Area, on reasonable Notice to and
after consultation with AGAG. In the event of such construction, the
Government shall, after receipt of an invoice from AGAG compensate
it for any damage caused to the property of AGAG and shall indemnify
and hold AGAG harmless from any claims by third parties arising from
11 Conflicts with and Amendments to Mining Leases
11.1 The terms of this Agreement, including the provisions of Clause 17, shall also control
and govern the rights of the Parties under the Mining Leases. In the event of any conflict
between the terms of this Agreement and the Mining Leases the terms of this Agreement
11.2 The Parties acknowledge and agree that, other than to the extent of any such conflict,
the Mining Leases shall remain valid and in full force and effect.
12.1 This Agreement
This Agreement is not confidential and the Parties and the Group Companies of AGAG
expect to make public information relating to this Agreement and payments under this
12.2 Other Information
All information, reports, and documents provided to the Government in the context of this
Agreement, including those conveying geological information, Mineral reserves, sales
data, Production data, amounts set aside as reserves for reclamation or other obligations
including those as required by GAAP, financial information and data and all other
information related to Operations shall be considered and treated as confidential
information, subject to sub-paragraphs (a) - (c) below and section 20 of the Minerals and
Mining Act and other applicable Law. The Government agrees not to divulge this
confidential information to any other Person without the prior written consent of AGAG
(which consent shall not be unreasonably withheld) except in the following cases:
(a) where the information is used by one Party in the course of arbitration or court
proceedings against the other Barty;
(b) where such information is made available to a third party providing services to
the Government if that third party undertakes an obligation to treat the
information as confidential and use it only for the specified purposes; or
(c) where disclosure of the information is required in accordance with this
Agreement or with Law.
12.3 Public Information
The obligation of confidentiality stipulated in this Clause 12 shall not apply to information
exchanged between the Parties that is or comes in the public domain through no act or
omission by a Party.
13 Warranty and Indemnification
13.1 Due Authorisation
Each Party warrants to the other that:
(a) it has all necessary power and authority to execute and deliver this Agreement,
and subject to receipt of the approval set out in Clause 2.1 to perform its
(b) this Agreement has been duly and validly executed and delivered; and
(c) subject to receipt of the approval set out in Clause 2.1, this Agreement
constitutes a legal valid and binding obligation of the Party.
Any breach of an obligation in this Agreement by either Party entitles the Party aggrieved by
the breach to be indemnified by the other Party in an amount equal to the damage suffered by
the aggrieved Party subject to the limitations set out in Clause 17. If a Party is required to
make additional payments, because of an inability by a Party to perform for the reasons set
forth in this Clause or a breach as described in this Clause, then the Party so required shall,
upon an award pursuant to any arbitration under Clause 17 with respect to its right to
indemnification hereunder, provide written notice to the other Party for settlement.
14 Periodic Review
14.1 Profound Changes in Circumstances
For the purpose of considering Profound Changes in Circumstances from those existing
on the Effective Date or on the date of the most recent review of this Agreement under
this Clause 14.1, the Government and AGAG shall at the request of the other consult
together at any time after 31 December 2023. The Parties shall meet to review the matter
raised after the request as is reasonably convenient for them both to determine if
Profound Changes in Circumstances are established to have occurred. To the extent a
Profound Change in Circumstances has occurred, the Parties shall enter into good faith
discussions to consider such modification, change in or clarification of this Agreement
as they may in good faith agree is necessary provided that it is agreed by the Parties
that such good faith discussions shall not require a party to agree to any modification of
this Agreement. The Parties shall effect such modifications to this Agreement that the
Parties agree are necessary and the Government shall seek to obtain the requisite
approval of Parliament as soon as practicable. Such modification shall only take effect
once any approvals are in force and effect. For purposes of this Agreement, Profound
Changes in Circumstances shall mean such changes in the economic conditions of the
gold mining industry worldwide or in Ghana, or such changes in the economic, political
or social circumstances existing in Ghana or elsewhere in the world at large as to result
in such a material and fundamental alteration of the conditions, assumptions and basis
relied upon by the Parties at the Effective Date (or the time after any subsequent review
pursuant to this Clause 14.1 that the overall balance of equities and benefits reasonably
anticipated by them will no longer be achievable as a practical matter.
14.2 Other Consultation
In addition to the consultation provided by Clause 14.1, each Party may at any time
request a consultation with the other Party with respect to any matter affecting the rights
and obligations of the Parties under this Agreement or any matter relating to
Operations. The Parties shall meet to review the matter raised as soon after such
request, as shall be reasonably convenient for them both. Subsequent to the
consultation, the Parties shall take the action, if any, that is mutually agreed to address
Termination by the Government
The Government shall have the right to terminate this Agreement with respect to AGAG,
as provided herein and subject to the provisions of this Clause 15, if any of the following
events (hereinafter called “Events of Default” shall occur and continue:
(a) AGAG fails to comply with its obligations under this Agreement and the failure
has an adverse effect on the Government, including in particular the failure to
carry out the Redevelopment according to the Redevelopment Plan unless
failure is caused by the Government or is caused by or results from Force
(b) The Government has terminated the Mining Leases in accordance with the
terms of the Mining Leases;
(c) AGAG voluntarily makes an assignment of all or substantially all of its assets
for the benefit of creditors other than an assignment made to secure
indebtedness incurred in the ordinary course of business;
(d) AGAG files a petition or application to any tribunal for the appointment of a
trustee or receiver for all or a substantial part of its assets;
(e) AGAG files or commences proceedings for its bankruptcy, reorganisation,
arrangement or insolvency under the laws of any jurisdiction, or if any such
petition or application is filed, or any such proceedings are commenced
against it, and AGAG indicates its approval thereof, consent thereto or
acquiescence therein and such proceedings are not terminated or withdrawn
within ninety (90) days;
(f) If any order is entered appointing a trustee or receiver for AGAG, or
adjudicating it bankrupt or insolvent, or approving a petition in any such
proceedings, and AGAG permits such order to remain in effect for more than
ninety (90) days; or
(g) Following the recommencement of Production after Redevelopment, AGAG
ceases Production with respect to all Contract Area, contrary to the provisions
of the General Mining Regulations unless the failure or cessation is caused by
15.2 Opportunity to Cure
The Government shall provide Notice to AGAG of an alleged occurrence of an Event of
Default on the grounds described in Clause 15.1 above and of the Government's position
on the matter and shall offer AGAG a fair opportunity to consult with the Government to
resolve the matter. If, after sixty (60) days of consultation, the Government is of the
opinion that the matter cannot be resolved by further consultation, the Government may
send to AGAG Notice of the Government's intention to terminate this Agreement with
respect to AGAG. If the Event of Default is not cured within one hundred and twenty
(120) days after the Notice, or within such longer period as the Minister may determine
for AGAG to effect the cure, then this Agreement shall be terminated by the Government.
15.3 Disputes Regarding Events of Default
Notwithstanding the provisions of Clause 15.2, if AGAG disputes whether there has been
an Event of Default and refers such dispute to arbitration in accordance with Clause 17,
or demands non-binding mediation and/or conciliation as required by Clause 17.1, within
sixty (60) days after receipt of the Government's Notice of its intention to terminate,
termination of this Agreement shall not take effect until the conclusion of the arbitration
or non-binding mediation and/or conciliation processes, and shall be in accordance either
with an accord reached by the Parties after any mediation or conciliation or with an
arbitration award upholding the Government's right to terminate.
16 Governing Law
This Agreement shall be construed and interpreted in accordance with the laws of
17.1 Submission to Arbitration
(a) The Parties hereby agree that in the event of any dispute, controversy or claim
arising out of or in relation to or in connection with this Agreement, including
without limitation any dispute as to its existence, interpretation, construction,
validity or termination, the rights or liabilities of the Parties, the enforceability,
performance, expiry, termination or breach of the Agreement or any Law
affecting the rights, obligations or duties of any Party under this Agreement,
whether such dispute is based on contract, tort or otherwise (a Dispute), the
Parties shall first attempt to amicably resolve the Dispute by mutual
discussion, which may also include any non-binding mediation or conciliation
processes available in Ghana and, recognising their mutual interests, attempt
to reach a satisfactory solution, provided that any such procedures need not
take place in Ghana but on demand by any Party shall take place in such other
venue as the Parties may agree or if they cannot agree then in London,
England (provided that the travel and accommodation costs reasonably and
properly incurred of the other Party shall be borne by the Party making the
demand that the mediation or conciliation take place elsewhere than in Accra,
Ghana). The Parties agree that the period set aside for mutual discussion,
mediation or other conciliation processes shall not, however, bar a Party from
applying for urgent interim relief.
(b) If the Parties do not reach settlement within a period of one hundred and
twenty (120) days after the date on which one Party has informed the other by
Notice of its intention to seek arbitration of a Dispute as provided hereunder,
then, upon further Notice by any Party to the other, any unresolved Dispute
(provided it is not one in respect of which resolution by submission to an expert
is specifically provided elsewhere in this Agreement), the Parties hereby
consent to submit the Dispute to the International Centre for Settlement of
Investment Disputes (ICSID) and such Dispute shall be exclusively and finally
settled by binding arbitration pursuant to the Convention on the Settlement of
Investment Disputes between States and Nationals of Other States (the ICSID
Convention or the Convention).
(c) The Parties hereby stipulate and agree that this Agreement and the subject-
matter thereof are an “investment” for the purposes of Article 25(1) of the
(d) Notwithstanding the fact that AGAG is incorporated in the Republic of Ghana,
for the purposes of Article 25(2)(b) of the Convention it shall be treated as a
"national of another Contracting State" because it is foreign controlled
(e) If ICSID refuses to register any Request for Arbitration or an ICSID tribunal
declines jurisdiction under the Convention, then the Parties agree to refer the
dispute to arbitration under the UNCITRAL Rules.
17.2 Constitution of the Arbitral Tribunal
Any Arbitral Tribunal constituted pursuant to this Agreement shall consist of three (3)
arbitrators; one (1) arbitrator to be appointed by each Party, and a third, presiding,
arbitrator appointed by the two Party-appointed arbitrators.
17.3 Seat and Language of the Arbitration
Subject to Article 62 of the Convention, and except as the Parties may otherwise agree
in writing, the Seat shall be as provided by the Convention. However, the venue of any
hearing conducted pursuant to this Agreement shall be Accra, Ghana, provided that at
the demand of either Party any such hearing will be held either at a place mutually agreed
to by the Parties or if not agreed, in the Seat. The proceedings shall, at all times, be
conducted in the English language.
17 4 Sovereign Immunity and Waiver of Defences
To the fullest extent permitted by Law, each of the Parties hereby irrevocably and
(a) waives for itself and its assets other than Protected Assets, any and all
immunities (Sovereign or otherwise, in any jurisdiction) from jurisdiction of any
Arbitral Tribunal constituted pursuant to this Agreement or court of competent
jurisdiction, from any relief before or after proceedings have commenced
including but not limited to injunctive relief and specific performance, from
enforcement, execution or attachment of an arbitral award or judgment against
its assets, as well as all claims of immunity from the service of process or the
jurisdiction of any court situated in any state, country or nation in aid of the
jurisdiction of such arbitral tribunal or in connection with the enforcement of
any such award, and for any other purpose whatsoever; and
(b) consents generally in respect of the enforcement and/or execution of any
judgment or arbitral award rendered in accordance with the dispute resolution
procedures set out in this Agreement against any assets of either party in any
jurisdiction irrespective of the use or intended use of the property or asset
against which enforcement and/or execution is sought, except Protected
Assets in the case of the Government.
(c) Notwithstanding paragraphs (a) and (b) above, the Parties agree that the
Government does not hereby waive immunity from execution or attachment in
respect of (a) property used by its diplomatic or consular missions wherever
located, (b) property of a military character and under control of a military
authority or defence agency of the Government wherever located, (c) assets
protected under the Petroleum Revenue Management Act, 2011 (Act 815) of
the Republic of Ghana, (d) property located in the Republic of Ghana and
dedicated to public or governmental use (as distinct from property dedicated
to commercial use) and (e) non-commercial cargo belonging to the Republic
of Ghana (the "Protected Assets").
17.5 Reservation of Rights
The right to refer a claim or Dispute to arbitration under this Agreement shall not be
affected by the fact that a claimant or respondent has received full or partial
compensation from another Person for a loss or injury that is the object of the claim or
Dispute, and any such other Person may participate in such proceedings by right of
17.6 Nature of Award
The Parties may, by mutual consent in writing, agree that the decision of the Arbitral
Tribunal be public.
17.7 Investor Rights
The Parties agree that a Shareholder (either acting alone or jointly with any other
Shareholder) of AGAG may initiate and prosecute on behalf of AGAG and/or on its own
behalf as investor any of the procedures stated in Clause 17.1 and in accordance with
and pursuant to Clauses 17.1 to 17.6 and shall benefit from the rights conferred on AGAG
under this Clause 17.
18.1 Written Communication
Any orders, approvals, declarations and notices of any kind between the Parties which
are required, expressly authorised or provided for under this Agreement (referred to as
a Communication) shall be in writing and delivered by hand, by fax, by electronic mail
or by prepaid internationally recognised courier service, in each case, in accordance with
Clause 18.3 or by any other means of communication agreed upon by the Parties.
Communication by fax or electronic mail is valid under this Agreement only to fax
numbers or electronic email addresses set forth below or identified as acceptable to a
Party by Notice to the other Party pursuant to this Clause 18. A Communication other
than an electronic mail shall bear an original or facsimile reproduction of the signature of
a representative of the sending Party responsible for such Communication and all
Communications shall indicate the identity of such representative and state how he or
she may be reached by telephone and, if practical, electronic mail. A Communication
under this Agreement is not effective until delivery.
A delivery of a Communication to a Party shall be deemed to have occurred in any one
of the following circumstances:
(a) if the Communication has been sent under Clause 18.3 below by prepaid
internationally recognised courier service or by hand, on the fourth day
following the date on which the Communication was sent by prepaid
internationally recognised courier service or, if delivered by hand prior to
5.00pm on the day of delivery, on that day, or if delivered by hand after 5.00pm
on the day of delivery, on the next business day;
(b) where such form of Communication is permitted under Clause 18.3 below or
has otherwise been agreed by the Parties, where a fax or electronic mail
confirmation of receipt has been electronically issued to the sender by a
receiving device at a fax number or at an authorised electronic mail address
indicating receipt of a Communication sent via fax or electronic mail;
(c) where a duly authorised representative of the Government, in the case of the
Government, or a corporate officer of AG AG, in the case of AGAG, has signed
a return receipt of registered mail or internationally recognised courier service;
(d) where verification of receipt of the Communication has been obtained in any
manner specifically agreed to in writing by the Parties; or
(e) where a Party has acknowledged receipt of the Communication in writing.
18.3 Address for Service of Notice
All Communications from the Government to AGAG shall be delivered by hand or sent
by prepaid internationally recognised courier service or by electronic mail, to the following
The Managing Director
AngloGold Ashanti (Ghana) Limited
Gold House, 1 Patrice Lumumba Road
All Communications from AGAG to the Government shall be delivered by hand or sent
by prepaid internationally recognised courier service, to the following addresses:
Ministry of Lands and Natural Resources
PO Box M212
18.4 Change of Address
Either Party may upon prior Notice to the other Party change the designation of the
Person named to receive Communications from the other Party, the address of the office
in Ghana or elsewhere authorised to receive such Communications.
19 Force Majeure
In the event of a Party being rendered unable, in whole or in part, by Force Majeure to
carry out any obligation under this Agreement, other than an obligation to make
payments of money that accrued before the commencement of Force Majeure, the Party
shall give Notice and the particulars of the Force Majeure in writing to the other Party
within forty-eight (48) hours after the occurrence of the cause relied on. The time periods
specified in this Agreement for the performance of obligations or the enjoyment of rights
that are affected by Force Majeure, except in connection with an obligation to make
payments of money that accrued prior to the commencement of Force Majeure, but
including the term of this Agreement, shall be extended by the period of time the inability
caused by such Force Majeure exists.
The term “Force Majeure" as used in this Agreement shall mean acts of God, accidents,
wars, acts of war, invasions, acts of public enemies, hostilities (whether war is declared
or not), restrictions on trade or other activities imposed by the Government or other
authority which has jurisdiction over a Party, embargoes, blockades, revolutions, riots,
civil commotions, acts of terrorism, sabotage, strikes and/or other industrial, labour or
employer-employee disputes (if not cured for a period of more than two (2) months),
fires, explosions, earthquakes or any other natural disasters, expropriation of facilities or
goods, epidemics, public health emergencies and any similar cause, provided that any
such cause was beyond the reasonable control of the Party claiming suspension and
could not have been avoided or overcome by the Party through the exercise of due
A Party shall not claim Force Majeure:
a. Unless that Party has taken all reasonable precautions, due care and reasonable
alternative measures in order to avoid the effect of the Force Majeure event on
the Party’s ability to perform its obligations under this Agreement and to mitigate
the consequences thereof;
b. If the Force Majeure event is, or was, the direct or indirect result of the breach by
that Party of any of its obligations under this Agreement.
20 Anti-corruption, Environmental Protection, Human Rights and National Security
Laws relating to anti-corruption, environmental protection, human rights and national
security shall continue to apply to AGAG except that in the event that changes in laws in
relation to environmental protection during the Stability Period impose new or amended
obligations which have an adverse impact on AGAG and/or the Operations and/or
AGAG’s rights and obligations, AGAG may give a written notice to the Government and
the application of such provisions shall be suspended for a period not exceeding six (6)
months until the Parties reach agreement on their implementation with or without
21 Entire Agreement and Modifications
21.1 Entire agreement
This Agreement represents the entire agreement between the Parties and supersedes
any previous oral and written negotiations and agreements.
This Agreement may only be modified or amended by the mutual written agreement of
the Parties and such modification or amendment would require ratification by Parliament,
in which case any such modification dr amendment shall not become effective until
ratified by Parliament.
22 Assignment and Succession
22.1 The terms and conditions of this Agreement shall inure to the benefit of and be binding
upon the successors, beneficiaries and assignees of the Parties. The rights and
obligations of the Parties under this Agreement shall not be affected by a corporate
merger, consolidation, amalgamation, or other acquisition or change in control of any
Group Company or parent entity of AGAG.
Notwithstanding termination of this Agreement by either Party or for any reason,
including a termination due to a finding that this Agreement or a portion thereof is void,
invalid, or unenforceable, Clauses 16 and 17, shall survive such termination and shall
remain effective as to any matters which are the subject of this Agreement or which arise
out of, in relation to or in connection with this Agreement. This termination shall be
without prejudice to rights, duties and obligations that have accrued before termination.
24 Non-waiver of Rights
The non-exercise or partial exercise by a Party of any of its rights under the terms of this
agreement shall not in any case constitute a waiver of that right.
If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole
or in part, the remaining provisions shall nevertheless remain valid and subsisting and
I shall be construed as if this Agreement had been executed without the illegal, invalid or
| unenforceable portion.
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IN WITNESS WHEREOF, the Parties have signed this Agreement, through their respective
duly authorised representatives, on the day, month and year indicate below. ( / )
SIGNED by the GOVERNMENT OF THE ) .............X, .......J/...........
REPUBLIC OF GHANA acting by the ) /
Minister of Lands and Natural Resources )
Tohn Petc‘ Amewd
in the presence of
SIGNED by ) ANGL D ASHANTI (OH.) LTD.
ANGLOGOLD ASHANTI (GHANA) LIMITEDF )
acting by Eric Asubonteng, its Managing Director ) MANAGING IRECTOR
I in the presence of
AngloGold Ashanti (Ghana) Limited holds the Obuasi Mining Lease. The size of the concession is
The Obuasi mine has been in operation since 1897, and has produced about 32 Million ounces of
Economic circumstances led to an interruption of underground mining activity at the end of 2014 to
allow for restructuring. Limited operations were undertaken in 2015, before being placed on care &
The restructuring process has seen significant changes in areas including the construction of a
decline to enable mechanisation of the mine, consolidation of the operating footprint, upgraded
security, demolition and rehabilitation of redundant infrastructure and right sizing of the organisation.
Certain social programs have been maintained during this period including the hospital, AGA school
and the malaria program.
A feasibility study was conducted to determine if re-opening the mine was economic and to define
the approach and scope of the project. The study demonstrated that the project is feasible, but only
through a phased approach to reduce the required cash, transitioning the mine to a modern
mechanised mining method, and with the committed support of the Government of Ghana through
certain fiscal terms, stability of the applicable legal regime, and the requisite consents and
2. PROJECT DESCRIPTION
2.1. Phased Approach
The project is implemented in several phases. Timings are from approval of the Development
Agreement and Tax Concession Agreement and assume no delays in obtaining of any
approvals; manufacturing and importation of equipment and no other events outside of AGAG’s
control which cause a delay, including normal mining risks.
Phase Major Activity Approximate
1 Project Execution and 6
2 Front End Engineering & Detailed design, tender of major 6
Design construction and operating
3 Construction & Refurbishment SAG Mill #2 and 2 x Biox modules. 12
to enable operations at 2000 Surface and underground
tonnes per day infrastructure.
Underground development and
4 Construction & Refurbishment SAG Mill #1, 3rd biox module, 12
to enable operations at 4000 Construct Biox tailings storage
tonnes per day facility.
Underground infrastructure and
ODD extension and underground
5 Construction to enable ramp Construct flotation tailings storage 24
up to 5000 tonnes per day. facility, and the dirty/clean water
6 Underground development and ODD extensions, KMS shaft, 24
associated shaft and ventilation, underground pumping
infrastructure to support mining systems.
operations down to the 50
2.2. Mineral Resources & Ore Reserve
The project is founded on the 2016 Mineral Resource and Reserve estimates, published in the
AGA annual reports.
Mineral Resource Dec 2016
Classification Tonnes Grade Ounces
Measured 56,390 3.91 7,084
Indicated 111,716,661 6.76 24,279,810
Inferred 29,446,735 9.72 9,202,306
Total 141,219,786 7.38 33,489,200
Ore Reserve Dec 2016
Classification Tonnes Grade Ounces
Probable 21,306,377 8.01 5,489,419
Total 21,306,377 8.01 5,489,419
Following reinstatement of underground development to the first mining areas, production is
planned to commence at approximately 2000tpd and then increase to 4000tpd and
progressively increase towards 5000tpd. Mining will start with existing infrastructure (including
the decline), while infrastructure is built or refurbished.
Mining is planned to start from the south, utilising the ODD decline. Mining commences at Sansu
3 and Block 8L and will then progress into Blocks 8, 9, and 10 during the mine life.
The mining method will mostly be long hole open stoping, with variations as required to suit the
orebody. Paste or hydraulic fill will be used to optimise ore extraction.
For the first 4 years of production, ore will be handled through the ODD (decline) and KRS
(shaft). As mining progresses, materials handling will transfer to the KMS shaft.
The existing South Treatment Plant will be extensively refurbished and upgraded. Based on a
remnant life assessment conducted on the plant, components of the plant will be refurbished,
upgraded or replaced. Other components will be demolished.
The table below summarises the work to be done for the respective areas of the plant that
Plant Area Demolish Replace Refurbish Upgrade
Crushing/Coarse Ore Stockpile %
Milling/Gravity/Flash Flotation • •
Bulk Flotation •
Tailings/Concentrate Thickening ✓
Concentrate Regrind • •
BIOX CIL •
Elution/Goldroom/Carbon Regeneration • • •
Reagents and Services •
The work is planned to allow for the completion of the necessary activities to prepare the plant
for the processing of 2000tpd initially, and increasing to 4000tpd and above.
The infrastructure construction and refurbishment includes upgrading the shafts and material
handling systems, dewatering, ventilation, backfill and electrical & instrumentation systems.
This is done progressively to match the production rate and gradually deepening of the mine.
The existing South TSF will initially be used while a new tailings storage facility is constructed,
starting with the construction of a BIOX tailings compartment, followed by a flotation tailings
3. PRODUCTION SCHEDULE
When production commences, ore mined in the first-year averages 2000 tpd, increasing to 4000 tpd
during the second year and then to 5000 tpd.
Gold produced in the first ten years averages approximately 300koz per year at steady state.
Based on current gold prices and costs, mine life is expected to be approximately 20 years.
4. CAPITAL ESTIMATE
The capital cost during the period to 31 December 2023 is estimated to be $880 million real.
The capital estimates for ongoing Life-of Mine cost for capitalised Ore Reserve Development
(underground development) and Stay-in-Business capital is provided in the fiscal parameters
contained in confidential information submitted to the Government on 27th June, 2017.