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Confidential


16 January 2018






































Dated 16th January, 2018



























































THE REPUBLIC OF GHANA





and





ANGLOGOLD ASHANTI (GHANA) LIMITED
























































DEVELOPMENT AGREEMENT


 Contents





Clause Page


1 Definitions and Interpretation.........................................................................................................1


2 Condition and Effective Date..........................................................................................................6


3 Term...............................................................................................................................................7


4 Stabilisation....................................................................................................................................7


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


12 Confidentiality...............................................................................................................................16


13 Warranty and Indemnification......................................................................................................16


14 Periodic Review............................................................................................................................17


15 Termination..................................................................................................................................18


16 Governing Law.............................................................................................................................20


17 Arbitration.....................................................................................................................................20


18 Notices.........................................................................................................................................23


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


23 Survival.........................................................................................................................................26


24 Non-waiver of Rights....................................................................................................................27


25 Severability...................................................................................................................................27


APPENDIX..............................................................................................................................................29


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).


BACKGROUND


(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


other:


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.














1


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).


P


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


in Ghana.








2


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


Mining Act.


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


convention.


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


facilities);


(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








3


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


defined below.


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


Mining Act.


#


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


Mine.


Parliament means the Parliament of the Republic of Ghana or any successor legislative


entity or authority.











4


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.


F


Redevelopment means the redevelopment of the Obuasi Mine in accordance with the


Redevelopment Plan.


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.














5


 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


limited to.


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


drafting Party.


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.














6


3 Term


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 Stabilisation


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


AGAG; and


(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


remittance.


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





7


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.











8


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


exporting Minerals.











9


(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


I ’








10


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


9.1 Employment


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


7


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,


except:


(a) where any individual may be disqualified by Law from entering or residing in


Ghana; or


(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.





11


9.2 Training


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


Law.


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











12


 taking into account the safety of the public and prevention of harm to the


environment.





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.


(b) Encumbrances


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














13


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


contractors;


ii. Minerals in any form as permitted by the Mining Leases resulting from


the Operations;


iii. any equity, shares, loans or ownership interests of whatever nature


held in or owned or issued by AGAG; and


P


iv. any structure or entity put in place by AGAG in connection with


Production.


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








14


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


Operations.


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


Operations.


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


the construction.


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


shall prevail.


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.











15


12 Confidentiality


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


Agreement.


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:








16


(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


obligations hereunder;


(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.


13.2 Indemnification


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


f


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








17


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


the matter.


15 Termination


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


Majeure.


(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;











18


(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


Force majeure


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.








19


16 Governing Law


This Agreement shall be construed and interpreted in accordance with the laws of


Ghana.


17 Arbitration


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








20


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


Convention.


(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


P


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


unconditionally:


(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











21


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


7


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


subrogation.


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














22


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 Notices


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.


18.2 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











23


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


addresses:


The Managing Director


AngloGold Ashanti (Ghana) Limited


Gold House, 1 Patrice Lumumba Road


Accra f


All Communications from AGAG to the Government shall be delivered by hand or sent


by prepaid internationally recognised courier service, to the following addresses:


The Minister


Ministry of Lands and Natural Resources


PO Box M212


Ministries


Accra, Ghana


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.














24


19 Force Majeure


19.1 Application


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.


19.2 Definition


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


diligence. Conditions


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.











25


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


modifications.


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.


21.2 Modifications


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,


7


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.


23 Survival


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











26


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.


25 Severability


I


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.


I


I


I


I


I


#


[The rest of the page has intentionally been left blank]
























































27


 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


GENERAL MANAGER





I


I in the presence of


I


I














!


I


I


1


1


1





28


 APPENDIX





REDEVELOPMENT PLAN








1. CONTEXT


AngloGold Ashanti (Ghana) Limited holds the Obuasi Mining Lease. The size of the concession is


201 km2.


The Obuasi mine has been in operation since 1897, and has produced about 32 Million ounces of


gold.


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 &


maintenance.


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


approvals.


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.




















29


 Phase Major Activity Approximate


duration





(months)


1 Project Execution and 6


Operational Readiness





Planning


2 Front End Engineering & Detailed design, tender of major 6


Design construction and operating


contracts.


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


reinstatement.


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


shaft refurbishment.


ODD extension and underground


development.


5 Construction to enable ramp Construct flotation tailings storage 24


up to 5000 tonnes per day. facility, and the dirty/clean water


separation ponds.


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


level.

















30


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











Proven


7


Probable 21,306,377 8.01 5,489,419


Total 21,306,377 8.01 5,489,419











2.3. Mining


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.














31


 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.





2.4. Processing


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


require attention.








Plant Area Demolish Replace Refurbish Upgrade


Crushing/Coarse Ore Stockpile %


Milling/Gravity/Flash Flotation • •


Bulk Flotation •


Tailings/Concentrate Thickening ✓


Concentrate Regrind • •


BIOX/CCD/Neutralisation •


BIOX CIL •


Elution/Goldroom/Carbon Regeneration • • •


Tailings/Backfill •


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.





2.5. Infrastructure





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


compartment.


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.








32


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.