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19 day of May 1997 between THE GOVERNMENT OF THE REPUBLIC OF GHANA (hereinafter called "the Government")


ng by RICHARD KWAME PEPRAH, the Minister of Mines and Energy


hereinafter called "the Minister") of the one part and ASHANTI FIELDS (BIBIANI) LIMITED having its registered office at GOLD, PATRICE LUMUMBA ROAD, ROMAN RIDGE P.O. BOX 2665, ACCRA (hereinafter called "the Company") of the second part:




AREAS:


government is desirous of developing its mineral resources


h manner as will ensure that the maximum possible benefits


to the nation from the exploitation of minerals and has


to grant the Company a Mining Lease the terms and

conditions hereinafter following:




THIS AGREEMENT WITNESSETH that:




GANT OF SURFACE AND MINING RIGHTS





The Government hereby grants to the Company mining


rights to ALL that piece of land described in the

schedule hereto and more particularly delineated on


the Plan attached and shown edged red (hereinafter


called the Lease Area") together with mines, beds,

seams veins, channels and strata of gold lying and


being within and under the term of


thirty (30) years from the date of this Agreement.


Such term shall be renewable from time to time in

accordance with the Minerals and Mining Law, 1986,


The Government hereby grants to the Company the

} exclusive rights to work, develop and produce gold in

the Lease Area for the said term of thirty (30) years


(including, the processing, storing and transportation

of and materials together with the rights and


powers reasonably incidental thereto) subject to the


provisions of this Agreement.





The Company shall not, however, conduct any operate


in a sacred area and shall not, without the prior


consent in writing the Minister






(i) within 50 yards of any building, installation,


reservoir or dain, public road, rai lway or arc


appropriated for railway;


(ii.) in an area occupied by a market, burial


ground/cemetery or Government office, or situated


within a town or village or set apart for, used,


appropriated or dedicated to a public purpose.


(d) The Company shall commence commercial production ot


gold within two (2) years from the date of this Mining


Lease.


(e) The Company shall conduct its operations in a manner


consistent with good commercial mining practices so as


not to interfere unreasonably with vegetation in the


Lease Area or with the customary rights and privileges


of persons to hunt and snare game, gather firewood for


domestic purposes or to collect snails.


(f) The public shall be permitted at their sole risk to


use without charge, any road constructed by the


Company in the Lease Area, in a manner consistent with


good mining practices, safety and security, provided


that such use does not unreasonably interfere with the


operations of the Company hereunder and provided also


that such permission shall not extend to areas


enclosed for mining operations.


(g) Nothing contained in this Agreement shall be deemed to


confer any rights on the Company conflicting with


provisions contained in the Minerals and Mining Law,


1986 P.N.D.C.L. 153 or to permit the Company to


dispense with the necessity of applying for and


obtaining any permit or authorisation which the


Company may be required by law or regulation to obtain


in respect of any work or activity proposed to be


carried out hereunder.


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


(a) Subject to satisfactory arrangements between the


Government and the Company, the Government shall grant


the first option to the Company to work mi nerals other


then gold discovered in the I.ease Area.


(b) Failing such satisfactory arrangements between the


Government and the Company, the Government reserves


the right to grant licences to third parties to


prospect for or to enter into agreement: for the


production of minerals other than gold in the Lease


Area, provided that any such activity shall not:


unreasonably interfere with the rights granted to the


Company hereunder.


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


(a) The Government may by reasonable notice in writing to


the Company exclude from the Lease Area, at any time


and from time to time, any part which may be required


for any stated public purpose whatsoever, provided


that:


(i) The parts so excluded shall not have a surface


area in the aggregate greater than ten percent of


the Lease Area.


(ii) Any parts of the Lease Area so excluded shall


continue to form part of the Lease Area subject


to this Agreement except that no mining


operations shall be conducted on the parts so


excluded.


(iii) No part of the Lease Area shall be so excluded in


respect of which the Company shall have given


prior notice specifying that such part is


required for mining operations hereunder or on


which active operations have commenced or are in


progress (such as digging, construction,


installation or other works related to gold


mining) but, in lieu thereof, a part equal in


area to any such part shall be excluded for such


public purposes; and


(iv) The Government shall not take to itself or grant


to third parties the right to mine gold from any


part so excluded.


(b) The Company shall be relieved of all liabilities or


obligations hereunder in respect of any part excluded


under this paragraph except liabilities or obligations


accrued prior to such exclusion.


4 . WORK OBLIGATION:


The Company shall continuously operate in the Lease Aroa in


accordance with good mining practices until such time an


the reserves or deposits may be exhausted or the mine con


no longer be economically worked or until this Agreement


expires, whichever shall be sooner.


5 - CONDUCT OF OPERATIONS:


(a) The Company shall conduct all of its operations


hereunder with due diligence, efficiency, safety and


economy, in accordance with good mining practices and


in a proper and workmanlike manner, observing


sound technical and engineering principles using


appropriate modern and effective equipment, machinery,


materials and methods, and pay particular regard to


conservation of resources, reclamation of land and


environmental protection generally.


(b) The Company shall mine and extract ore in accordance


with paragraph 5(a) herein utilizing methods which


include quarrying, pitting, trenching, stoping, shaft


sinking, and dredging in the Lease Area.


(c) The Company shall maintain all equipment in good and


safe condition, normal wear and tear excluded, and


shall keep all excavated areas, shafts, pits and


trenches in good and safe condition and take all


practical steps:-


(i) to prevent damage to adjoining farms and


villages;


(ii) to avoid damage to trees, crops,, buildings,


structures and other property in the Lease Area;


to the extent, however, that any such damage is


necessary or unavoidable, the Company shall pay


fair and reasonable compensation.


(d) The Company shall fence off effectually from the


adjoining lands, all pits, shafts and other works made


or used under the powers hereof.


(e) The Company shall as far as is necessary or


practicable provide and maintain in qood repair and


coadition roads, gates, stiles and fences for the


convenient occupation of the surface of the I.t:to


a








Area .


(f) The Company shall provide and maintain proper and


sufficient drains, culverts, arches and passageways


for carrying off any waters which shall arise or be


produced or interrupted by any of the works hereby


authorised so that the drainage of the L case Area may


not be prevented or prejudiced.


6. NOTIFICATION OF DISCOVERY OF OTHER MINERALS:


(a) The Company shall report forthwith to the Minister,


the Chief Executive of the Minerals Commission, the


Chief Inspector of Mines and the Director of


Geological Survey, the discovery in the Lease Area of


any other mineral deposits apart from gold and the


Company shall be given the first option to prospect


further and to work the said minerals, subject to


satisfactory arrangements between the Government and


the Company.


(b) Failing any such satisfactory arrangements the Company


shall not produce any minerals from the Lease Area


other than gold except where they are unavoidably


linked with the production of gold.


7. STAPLES:


(a) The Company shall not during the currency of this


agreement remove, dispose of or destroy, except in


analyses, any cores or samples obtained from the Lease


Area without the prior consent in writing of the Chief


Inspector of Mines.


(b) The Company shall provide the Director of Geological


Survey with such samples from the Lease Area as he may


from time to time reasonably request, and shall keep


such samples as he may be directed so to do by the


Chief Inspector of Mines.


8 . HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:


(a) The Company shall comply with all such reasonable


instructions as may from time to time be given by the


Chief Inspector of Mines for securing the health and


safety of persons, engaged in or connected with the


operations hereunder.


(b) The Company shall adopt all necessary and practical


precautionary measures to prevent undue pollution of


rivers and other potable water and to ensure that such


pollution does not cause harm or destruction to human


or animal life or fresh water fish or vegetation.


9 • POWER OF CHIEF INSPECTOR OF MINES TO EXECUTE CERTAIN WORKS:


If the Company shall at any time fail to comply with any


provisions of this Agreement or applicable law and such


failure is likely, in the opinion of the Chief Inspector of


Mines, to:


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


(ii) endanger the environment; or


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


(iv) result in damage to mining equipment or other


structure and installation;


the Chief Inspector of Mines, shall after giving the


Company reasonable notice, execute any works which in his


opinion are necessary and practicable in the circumstances


and the costs and expenses of such works shall be borne by


the Company.


10. LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY:


(a) Nothing in this Agreement shall exempt the Company


from liability for any damage, loss or injury caused


to any person, property or interest as a result of the


exercise by the Company or any rights or powers


granted to it under this Agreement.


(b) The Company shall at all times indemnify the


Government and its officers and agents against all


claims and liabilities in respect of any loss suffered


by or damage done to third parties arising out of the


exercise by the Company of any rights or powers


granted to it under this Agreement provided that the


Company shall not so indemnify the Government, its


officers and agents where the claim or liability


arises out of the wrongful or negligent acts of the


Government, its officers and agents.


I











11. EMPLOYMENT AND TRAINING:


(a) Citizens of Ghana shall be given preference for


employment by the Company in all phases of its


operations hereunder to the maximum possible extent,


consistent with safety, efficiency and economy.


(b) Except with respect to unskilled personnel, the


Company may employ non-Ghanaian personnel in the


conduct of its operations provided that the number of


such non-Ghanaian personnel employed shall not exceed


the quota permitted by the Government.


(c) The Company shall provide appropriate programmes of


instruction and theoretical and practical training to


ensure the advancement, development, improved skills


and qualification of Ghanaian employees in all


categories of employment.


12. PREFERENCE FOR GHANAIAN GOODS AND SERVICES:


In the conduct of its operations and in the purchase,


construction and installation of facilities, the Company


shall give preference to:-


(a) materials and products made in Ghana, if such


materials and products are comparable or better in


price, quality and delivery dates than materials and


products from foreign sources;


(b) service agencies located in Ghana owned by Ghanaian


citizens or companies organized pursuant to Ghanaian


law, including but not limited to, insurance agencies,


bidding contractors, import brokers, dealers and


agents if such agencies give or provide equal or


better in price and quality of service than competing


foreign firms and can render services at such times as


the Company may require.


13 . AFFILIATED COMPANY TRANSACTIONS:


(a) Any services including services in respect of the


purchase and acquisition of materials outside Ghana


provided by an affiliated company, shall be obtained


only at a price which is fair and reasonable. The


Company shall, at the request of the Minister, provide


such justif icat iop: of costs as may be required, duly


supported by an Auditor's certificate if necossary.


I











(b) Any other transactions between the Company and an


affiliated company shall be on the basis of


competitive international prices and upon such terms


and conditions as would be fair and reasonable had


such transactions taken place beween unrelated


parties.


(c) The Company shall notify the Minister of any and all


transactions between the Company and an affiliated


company and shall supply such details relating to such


transactions as the Minister may by notice reasonably


require.


14. TECHNICAL RECORDS:


(a) The Company shall maintain at its registered or mine


offices complete records of pits and trenches


(location, depths of overburden and gravel and assay


value) in the Lease Area in such form as may from time


to time be approved by the Chief Inspector of Mines,


Chief Executive of the Minerals Commission and the


Director of Geological Survey.


(b) The Company shall maintain at the said offices copies


of all reports including interpretations dealing with


gold prospects in the Lease Area in the course of its


operations hereunder and copies of all tests and


analyses, geological and geophysical maps, diagrams or


charts relevant to its operations hereunder. These


reports and records may be examined by persons in the


service or acting on behalf of the Government and


authorised in writing by the Minister.


(c) The Company shall maintain at the said offices correct


and intelligible plans and sections of all mines which


plans and sections shall show the operations and


workings which have been carried on as well as dykes,


veins, faults and other disturbances which have been


encountered in such workings and operations. All such


plans and sections shall be made, amended and


completed from actual surveys conducted for that


purpose.


(d) Upon expiration or termination of this Agreement or


the surrender of any part of the Lease Area, such


records and data as are required to be maintained


pursuant to this paragraph which relate to the Lease


Area, or such part of the Lease Area as may have been


surrendered shall be delivered to the Chief Inspector


of Mines, Chief Executive of the Minerals Commission


and the Director of Geological Survey and sha]1 become


the property of the Government without charge.


15. PRODUCTION RECORDS:


The Company shall maintain at the registered or mine


offices complete and accurate technical records of its


operations and production in the Lease Area in such form as


may from time to time be approved by the Chief Inspector of


Mines.


16. FINANCIAL RECORDS:


(a) The Company shall maintain at its registered or mine


offices detailed and complete accounts and systematic


financial records of its operations as may be required


by law. The books of account shall show all revenues


received by the Company from all sources including its


operations hereunder, as well as all its expenditure.


The Company shall provide for a clear basis for


understanding and relating the financial records and


accounts to its operations.


(b) The Company's books of account shall be kept on the


basis of generally accepted accounting principles.


(c) The Company shall keep separately records and


financial statements in terms of Ghana currency and


also in terms of U.S. Dollars or other international


currency and may record in foreign currency such


claims and liabilities as arise in such foreign


currency.


(d) The Company's books of account shall be audited within


six (6) months after the close of each Financial Year


by a qualified Accountant and member of the Ghana


Institute of Chartered Accountants. Such auditing


shall not in any -Hay imply acceptance of its results


by the Government or preclude the Government from


auditing such books of account. The Company shrill


deliver to the Minister without charge, copies of all.


or any part of such financial records as he may from


time to time reasonably request.


17. REPORTS:


(a) The Company shall furnish a report each quarter, to


the Minister, the Chief Inspector of Mines, the Chief


Executive of the Minerals Commission and the Director


of Geological Survey, in such form as may from time to


time be approved by the Minister, regarding the


quantities of gold won in that quarter, quantities


sold, the revenue received and royalties payable for


that quarter and such other information as may be


required. Such reports shall be submitted not later


than 30 days after the end of each quarter.


(b) The Company shall furnish a report each half-year to


the Minister, the Chief Inspector of Mines, the Chief


Executive of the Minerals Commission and the Director


of Geological Survey in such form as may from time to


time be approved by the Minister summarising the


results of its operations in the Lease Area during the


half-year and records to be kept by the Company


pursuant to paragraphs 14, 15, and 16 hereof. Each


such report shall include a description of any


geological or geophysical work carried out by the


Company in that half-year and a plan upon a scale


approved by the Chief Inspector of Mines showing mine


workings and dredging areas. Such reports shall be


submitted not later than forty days after the half-


year to which they relate.


(c) The Company shall furnish a report each Financial Year


in such form as may from time to time be approved by


the Minister to the Chief Inspector of Mines, the


Chief Executive of the Minerals Commission and the


Director of Geological Survey Department summarising


the results of its operations in the Lease Area during


that Financial Year and the records required to be


kept by the Company pursuant to pragraphs 14, is, and


16 hereof. Each such report shall include a


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R1.,8* 29023 2*n‘ 18 ; :


P 6 29:25 2912146"


R3 229*610 2*1*66-


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P.6 6n‘ 200 467


R 6*25’47* 2017 ‘ W


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P9 6*25’ 521 24 19’ 16"


P.10 6*25’52” 24 21'18"













































































-NA geological SURYEY, 1996 SCALL 1:50 000 GP/96/74.


I








description of the proposed operations for the


following year with an estimate of the production and





revenue to be obtained therefrom. Such reports shall


be submitted not later than sixty days after the end


of each Financial Year.


(d) The Company shall furnish the Minister, the Chief


Inspector of Mines, the Chief Executive of the


Minerals Commission and the Director of Geological.


Survey not later than three months after the


expiration or termination of this Agreement, with a


report giving an account of the geology of the Lease


Area including the stratigraphic and structural


conditions, together with a geological map on a scale


prescribed in the Mining Regulations.


(e) The Company shall furnish the Minister and the Chief


Executive of the Minerals Commission, with a report


of the particulars of any proposed alteration to its


regulations. The Company shall also furnish the


Minister and the Chief Executive of the Minerals


Commission with a report on the particulars of any


fresh issues of shares of its capital stock or


borrowings in excess of an amount equivalent to the


Stated Capital of the Company. All such reports shall


be in such form as the Minister may require and shall


be submitted not less than twenty one days (or such


lesser period as the Minister may agree) in advance of


the proposed alteration, issue or borrowing, as the


case may be.


(f) The Company shall, not later than 180 days after the


end of each Financial Year, furnish the Minister and


the Chief Executive of the Minerals Commission with a


copy each of its annual financial reports including a


balance sheet, profit and loss account, and all notes


pertaining thereto, duly certified by a qualified


accountant who is a member of the Ghana Institute of


Chartered Accountants. Such certificate shall not in


any way imply acceptance of such reports by the


Government or preclude the Government ft om auditing


fT the Company's books of account . --


 (g) The Company shall furnish the Minister, the Chief-


Inspector of Mines, the Chief Executive of thc


Minerals Commission and the Director of Gological


Survey with such other reports and informatio!


concerning its operations as they may from time tO


time reasonably require.


18 . INSPECTION:


(a) Any person or persons in the service of or acting on


behalf of the Government and authorized in writing by





the Minister shall be entitled at all reasonable times


to enter into and upon any part of the Lease Area and


the Company's registered office, for any of the


following purposes:


(i) to examine the mine workings, equipment,


buildings, installation and any other


structures used in the mining operation;


(ii) to inspect the samples which the Company is


required to keep in accordance with the


provisions of this Agreement;


(iii) to inspect and check the accuracy of the


weights and measures and weighing and


measuring devices, used or kept by the


Company;


(iv) to examine and make abstracts of the books


and records kept by the Company pursuant to


this Agreement;


(v) to verify or ensure compliance by the


Company with all applicable laws and


regulations and with its obligations


hereunder;


(vi) to execute any works which the Chief


Inspector of Mines may be entitled to


execute in accordance with the provisions of


the Mining Laws and Regulations of Ghana, or


of this Agreement.


(b) The Company shall make reasonable arrangements to


facilitate any such work or inspection, including


making available employees of the Company' tO renden


assistance w4th respect to any such Work Ol


inspection. All such works and inspections shall be


listed by the Company in the reports furnished each


half year.


19. CONFIDENTIAL TREATMENT:


The Government shall treat all information supplied by cho


Company hereunder as confidential for a period of five


years from the date of submission of such information or


upon termination of this Agreement whichever is sooner and


shall not reveal such information to third parties except


with the written consent of the Company which consent shall


not be unreasonably withheld. The Government and persons


authorized by the Government may nevertheless use such


information received from the Company for the purpose of


preparing and publishing general reports on Minerals in


Ghana and in connection with any dispute between the


Government and the Company.


20. FINANCIAL OBLIGATIONS:


(a) CONSIDERATION FEES


The Company shall, in consideration of the grant of


the Mining Lease pay to Government an amount of


US$30,000.00 (thirty thousand U.S. Dollars).


(b) RENT


The Company shall pay rent (which shall be subject to


review) at the rate of C250,000.00 (two hundred and


fifty thousand cedis) i.e. (C5000.00 per square


kilometre).


i) The said rent shall be paid half yearly in


advance on or before the first day of January and


on or before the first day of July in each year.


ii) In the event of a surrender of any part of the


Lease Area pursuant to paragraph 2 5 hereof, no


rental payments shall be refunded in whole or in


part in respect of any area so surrendered for


which yearly rental has been paid in advance or


shall rental payments be refunded in the event of


termination.


21. ROYALTIES;


(a) The Company shall pay to the Government royalty as


prescribed by legislation.


(b) The Company shall pay royalty to the Government cacti


quarter through the Commissioner of Intern 1 Revenue


based on the production for that quarter, within 30


days from the end of the quarter.


Any necessary adjustments shall, be made annually


within 60 days of the end of each Financial Year,


except that any over-payment of royalty shall not be


refunded by the Government but shall be credited


against royalty due and payable in the next quarter.


(c) In the event of a dispute with respect to the amount


of royalty payable hereunder the Company shall first


make payment of the lower of the disputed amounts and


shall pay forthwith any further royalty which shall be


agreed upon or determined to be payable by arbitration


in accordance with paragraph 35 hereof. Such further


royalty shall carry interest to be agreed upon or at


the ruling prime rate in Ghana at the time of the


award or agreement to take effect from the date on


which such amount ought originally to have been paid.


(d) The Company shall also pay royalty on ail timber


felled by the Company in accordance with existing


legislation.


22. LATE PAYMENTS:


(a) Anything herein contained to the contrary


notwithstanding, the Company shall pay as penalty for


any late payment of any amounts due to the Government


hereunder, an additional amount calculated at the Bank


of Ghana re-discount rate for every thirty-day period


or part thereof for the period of the delay in paying


the amounts, that is to say, the period between the


actual payment date and the date on which each such


payment should have been made.


(b) In the event the Company shall fail to make payment to


the Government of any amount due hereunder, the


Government ---thout prejudice to any other righthand


remedies to which it may be entitled, may, after


giving 30 days notice in writing, enter into and


upon the Lease Area and seize and distrain and sei 1 as


landlords may do for rent in arrears, all or any of


the stocks of gold produced therefrom, and the plant,


and equipment, materials and supplies belonging to the


Company which shall be thereon; and out ol the monies


obtained from the sale in respect of such distress may


retain and pay all of the arrears of any amounts due


hereunder and the costs and expenses incidental to any


such distress and sale and deliver up the surplus (if


any) to the Company-


23. TAXATION;


(a) The Company shall not be required to deduct or


withhold any taxes from any payment made from its


External Account of


(i) any interest or other costs or fees paid in


respect of any borrowing by or on behalf of the


company in foreign currency for the project;


(ii) any dividends paid to the shareholders.


(b) Save for the above the Company shall pay tax in


accordance with the laws of Ghana.


24. FOREIGN EXCHANGE;


All foreign exchange transactions shall be in accordance


with the laws of Ghana.


25. SURRENDER:


(a) The Company may surrender at any time and from time to


time, by giving not less than three months' notice to


the Minister, all its rights hereunder in respect of


any part of the Lease Area not larger in the aggregate


than 20% of the said Area. The Company may surrender


a larger part of the Lease Area by giving not less


than twelve months' notice to the Minister.


The Company shall be relieved of all obligations in


respect of the part or parts of the Lease Area so


surrendered except those obligations which accrued


prior to the effective date of surrender.


(b) The Company shall leave the part of the Lease Area


-«- surrendered and every th i ng t hereon in a good and sale


condition, provided, however that the Company s:h.11


have no such obligations for areas surrendered on


which the Company has not undertaken any works or


which have not been affected by the operations of the


Company. The Company shall take ail rcason ab L,


measures, in accordance with good mining practices to


leave the surface of such part of the I,ease Area


surrendered, in good and usable condition having


regard to the ecology, drainage, reclamation and the


protection of the environment. In the event that the


Company fails to do so, the Minister shall make such


part and everything thereon safe and in good, usable


condition at the expense of the Company. The


provisions of sub-paragraphs (a) and (c) of paragraph


29 hereof shall apply.


(c) The Company shall, on such terms and conditions as may


be agreed upon between the Government and the Company,


be entitled to such wayleaves, easements or other


rights through or across the surrendered part or parts


as may be necessary for its operations and such


wayleaves shall not form part or be included in the


calculation of the area of the retained part.


(d) The Government may require that there be reserved over


any part surrendered such wayleaves, easements or


other rights as will in its opinion be necessary or


convenient to any party to whom the Government may


subsequently grant a prospecting licence or mining


lease.


26. EXTENSION:


If the Company, not less than six (6) months before the


expiration of this Agreement applies to the Minister for an


extension of the term hereof and if the Company shall not


be in default at that time in the performance of any ot its


obligations hereunder, the Company shall be entitled to an


extension of the period of this Agreement upon such verms


and conditions as the parties may then agree.


2 7 . COMPANY'S RIGHT TO TERMINATE AGREEMENT:


The Company may, if in its opinion the mine can no longer


be economica lly-orked, terminate this Agreement by (ivine


not less than nine (9) months' notice to the Gove; nient.


i








Such termination shall be without prejudice to any


obligation or liability incurred by the Company hereunder


prior to the effective date of such termination.


28 . GOVERNMENT’S RIGHT TO TERHINATE AGREEMENT:


(a) The Government may, subject to the provisions of this:


paragraph, terminate this Agreement if any ol the





following events shall occur:-


(i) the Company shall fail to make any of the


payments provided for in this Agreement on


the payment date;


(ii) the Company shall contravene or fail to


comply with any other provisions of this


Agreement; or


(iii) the Company shall become insolvent or


bankrupt or enter into any agreement or


composition with its creditors or take


advantage of any law for the benefit of


debtors or go into liquidation, whether


compulsory or voluntary, except for the


purposes of reconstruction or amalgamation;


or


(iv) the Company makes a written statement to the


Government on any material matter in


connection with this Agreement or with its


operations which the Company knows to be


false or makes recklessly without due regard


as to whether it was true or false.


(b) If and whenever the Government decides there are


grounds to terminate this Agreement pursuant to


clauses (i) and (ii) of the preceding sub-paragraph,


the Government shall give the Company notice


specifying the particular contravention or failure and


permit the Company to remedy same within three months


of such notice, or such longer period as the Minister


may specify in such notice as being reassonable in the


circumstances.


(c) if the Company shall fail to remedy any event


specified in clauses ( i) an ( i i ) of sub-paragraph (a)


of this paragraph within the stated period, or an


event specified in clauses (iii) and (iv) of the said


sub-paragraph shall occur the Government may by notice


to the Company terminate this Agreement, provided that


if the Company disputes whether there han been any


contravention or failure to comply with the conditions


hereof (including any dispute as to the cilculation of


payments by the Company to the Government hereunder)


and the Company shall, within such period as aforesaid


refer the dispute to arbitration in accordance with


Paragraph 35 hereof and, thereafter, diligently


prosecute its claim thereunder, the Government shall


not terminate this Agreement except as the same may be


consistent with the terms of the arbitration award.


(d) No delay or omission or course of dealing by the


Government shall impair any of its rights hereunder or


be construed to be a waiver of any event specified in


sub-paragraph (a) of this Paragraph or an acquiescence


therein.


(e) Upon termination of this Agreement, every right of the


Company hereunder shall cease (save as otherwise


specifically provided hereunder) but subject


nevertheless and without prejudice to any obligation


or liability imposed or incurred under this Agreement


prior to the effective date of termination and to such


rights as the Government may have under the law.


ASSETS ON TERMINATION OR EXPIRATION;


(a) Upon the termination or expiration of this Agreement,


immovable assets of the Company in the Lease Area and


all other appurtenances, pits, trenches and boreholes


shall on the effective date of termination or


expiration, become the property of the Government


without charge.


(b) All materials, supplies, vehicles and other movable


assets of the Company in the Lease Area which are


fully depreciated for tax purposes, shall become the


property of the Government without charge on the


effective date of termination or expiration. Any such


propertywhich is not then fully depr ec i a ted or tax


purposes shall be offered for sale to the covernment


within sixty days from the effective date of such


termination or expiration at the depreciated cost. If


the Government shall not accept such offer within


sixty days, the Company may sell, remove or otherwise


dispose of all such property within a period of one


hundred and eighty days after the expiration of such


offer. All such property not sold, removed or


otherwise disposed of shall become the property of the


Government without charge.


(c) Notwithstanding the foregoing, the Minister, may by


notice to the Company require the removal or


destruction of any assets of the Company in the Leased


Area and if the Company does not remove or


destroy such assets within a period of thirty days


from the date of the Minister's notice to that effect,


the Minister shall cause such removal or destruction


at the expense of the Company.


(d) The Company shall take all reasonable measures to


ensure that all of the assets to be offered for sale


to the Government or transferred to the Government in


accordance with this Paragraph shall be maintained in


substantially the same condition in which they were at


the date of the termination or the date on which the


Company reasonably knew that such termination would


occur and any such assets shall not be disposed of,


dismantled or destroyed except as specifically


provided for in this Paragaph.


(e) Upon the termination or expiration of this Agreement,


the Company shall leave the Lease Area and everything


thereon in good condition, having regard to the


ecology, drainage, reclamation, environmental


protection, health and safety; provided however that


the Company shall have no obligation in respect of


areas where the Company has not undertaken any work or


which have not been affected by the Company's


operations. In this connection, unless the Chief


Inspector of Mines otherwise directs, the Company


shall, in accordance with-good mining practices, fill


up or fence and make* sate all holes and excav.it ion:: to


the reasonable satisfaction of the Chief Inspector of


Mines. In addition the Company shall take all


reasonable measures to leave the surface of the Lease


Area in usable condition and to restore al) structures


thereon not the property of the Company to their


original condition. In the event that the Company


fails to do so, the Minister shall restore and make


safe the Lease Area and everything thereon at the


expense of the Company.


(f) The Company shall have the right to enter upon the


Lease Area for the aforesaid purposes, subject to the


rights of surface owners or others, for a period of


six months from the effective date of the termination


or such longer period as the Minister may decide.


30. FORCE MAJEURE:


(a) All obligations on the part of the Company to comply


with any of the conditions herein (except the


obligation to make payment of monies due to the


Government) shall be suspended during the period the


Company is prevented by force majeure from fulfilling


such obligations, the Company having taken all


reasonable precautions, due care and reasonable


alternative measures with the objective of avoiding


such non-compliance and of carrying out its


obligations hereunder. The Company shall take all


reasonable steps to remove such causes of the


inability to fulfil the terms and conditions hereof


with the minimum of delay.


(b) For the purpose of this paragraph, force majeure


includes government restraints not arising from the


non-compliance by the Company with the conditions


herein, acts of God, war, strikes, insurrection,


riots, earthguakes, storm, flood or other adverse


weather conditions or any other event which the


Company could not reasonably be expected to prevent or


control, but shall not include any event caused by a


failure to observe good mining practices or by the


neglrence of the Company or any of its employees or


< on tfactors.


 (C) The Company shall notify the Minister within forty-


eight hours of any event of force majeure affecting


its ability to fulfil the conditions hereof or of any


events which may endanger the natural resource;


of Ghana and simi larly notify the Government, ot the


restoration of normal conditions within forty-eight


hours of such restoration. This provision shall be in


addition to any requirements contained in the Mining


Regulations in force in Ghana.


(d) The terms of this Agreement shall be extended for a


period of time equal, to the period or periods during


which the Company was affected by conditions set forth


in sub-paragraphs (a) and (b) of this paragraph or for


such period as may be agreed by the parties.


31 . POLITICAL ACTIVITY:


The Company shall not engage in political activity of any


kind in Ghana or make a donation, gift or grant to any





political party. The Company shall make it a condition of


employment that no employee, other than a citizen of Ghana


shall engage in political activity and shall not make


donations, gifts or grants to any political party. In the


event of any such employee acting in disregard to this


condition, he shall be dismissed forthwith.


32 . ADVERTISEMENTS, PROSPECTUSES, ETC.:


Neither the Company nor any affiliated Company shall in any


manner claim or suggest, whether expressly or by





implication that the Government or any agency or official


thereof, has expressed any opinion with respect to gold in


the Lease Area and no statement to this effect shall be


included in or endorsed on any prospectus notice, circular,


advertisement, press release or similar document issued by


the Company or any Affiliated Company for the purpose of


raising new capital.


3 3 . CO-OPERATION OF THE PARTI ES:


Each of the parties hereto undertake that it will from time


to time do all such acts and make, enter into,


execute, acknowledge and deliver at the request of the


other party, such supplemental or additional instruments,


document;;, agreements, cnont-; information or otherwise


as may be reasonably required for the purpose of


implementing or assuring the rights and obligations of the


other party under this Agreement.


NOTICE.:


Any application, notice, consent, approval, direction,


instruction or waiver hereunder shall be in writing and


shall be delivered by hand or by registered mail. Delivery


by hand shall be deemed to be effective from the time of


delivery and delivery by registered mail shall be deemed to


be effective from such time as it would in the ordinary


course of registered mail be delivered to the addressee.


arbitration and settlement of DISPUTES:


(a) "Any dispute between the parties in respect of the


interpretation or enforcement of the provisions of


this document shall be settled in accordance with the


procedures available in Ghana for the settlement of


such dispute provided that at the instance of either


of the parties any such dispute may be submitted for


settlement by arbitration under the Arbitration Rules


of the United Nations Commission on International


Trade Law (the "UNCITRAL Rules").


(b) Any arbitration under the UNCITRAL Rules shall be by


three arbitrators unless the parties agree to a single


arbitrator. The place of arbitration shall be Accra


and the proceedings shall be in English unless the


parties otherwise agree. Ghana Law shall be the law


applicable to the proceedings.


(c) Nothing in Clause 35(a) or 35(b) shall prevent either


of the parties from requesting any judicial authority


to order provisional measures prior to the


initiation of arbitration proceedings or during the


proceedings for the preservation of their respective


rights".


(d) I he parties acknowledge and agree that this Agreement


was made on the basis of the laws and conditions


prevailing at the date of the effective conclusion of


the negotiation of this Agreement and accordingly, if


thereafter, new laws and conditions come into


existgce which unfairly affect the 1 ntorst-of either


a





party to this Agreement, then the party so unfairly


affected shall be entitled to request a re-negotiation








and the parties shall thereupon re-negotiate.


The parties hereby undertake and covenant with each


other to make every effort to agree, co-operate,


negotiate and to take such action as may be necessary


to remove .the causes of unfairness or disputes.


36. ASSIGNMENT AND TRANSFER OF STOCK:


(a) This Agreement shall not be assignable in whole or in


part by the Company without the consent of the


Government.


(b) The Government may impose such conditions precedent to


the giving of such consent as it may deem appropriate


in the circumstances. No assignment, however, may


relieve the Company of its obligations under this


Agreement except to the extent that such obligations


are actually assumed by the Assignee.


(c) During the term of this Agreement, no shares of the


capital stock of the Company may be transferred


without the prior consent in writing of the Government


unless such a transfer will not result in a change in


control of the Company.


37. HEADINGS:


The headings given to paragraphs in this Agreement are for


convenience only and shall not affect the construction or


interpretation of this Agreement.


38. GOVERNING LAWS:


This Agreement shall be governed and construed in


accordance with the Laws for the time being in force in


Ghana.


Dated this Day o f P) Q t 1997

















GOVERNMENT OF THE REPUBLIC OF GHANA














AND














ASHANTI GOLDFIELDS (BIBIANI) LIMITED























MINING LEASE





























TERM THIRTY (30) YEARS


COMMENCEMENT: IA-S--


EXPIRY DATE: t 8 -S-*02±





FILE NO:














SOLICITOR OF





THE SUPREME COURT





GHANA


 OATH OF PROOF








I «j

the /6m day of mc,, 1907- I was present and saw


Riher. Anqme .orr.‘ Minister of Mines and


Energy duly execute the Instrument now produced to me and marked


"A" and that the said IR WQie Peor.L can read


and write.





tLi 294


SWORN at Accra, day of MO 19° 2














BEFORE ME














REGISTRAR OF LANDS DEPONENT














This is the Instrument Marked "A" Referred to in thepOath of


jem-.s ckc_-, Sworn before me this Al-day of


"aq 190

















REGISTRAR OF LANDS








CERTIFICATE OF PROOF








On the of at 0 1 clock


in the, noon this Instrument was proved before me by the Oath


of the within-named P cl.. to have been





duly executed by the within-named RICHARD KWAME PEPRAH for and


on behalf of "the Government" of the Republic of Ghana for Lessor


herein.




















REGISTRAR QF LANDS


IN WITNESS OF WHICH the Parties have respectively executed the


original and counterpart of this Agreement on the date first


above wri tten.





SIGNED BY THE GOVERNMENT OF THE


REPUBLIC OF GHANA Acting by the








Minister of Mines and Energy


who by this execution warrants to


the other party that he is duly


authorized and empowered to enter


into this Agreement in the MiFSIFY of Mines RAF


presence of: ] ' p. 0, BOX T 40


STADIUM POST OFFICE


[MISSION ACCRA




















SIGNED BY THE WITHIN-NAMED





ASHANTI GOLDFIELDS (BIBIANI) LIMITED]


Acting By its Chief Executive/ ]





Managing Director who by this )


execution warrants to the other ]


party that he is duly authorised ]


and empowered to enter into this ]


Agreement in the presence of: ]




















BH REeTOR / S ECRETARY


 THE SCHEDULE ABOVE REFERRED TO


All that piece or parcel of land containing an approximate


area of 49.82 square kilometres lying to the North of


Latitudes 6°25‘52", 6°26‘47" and 6°27‘11"; South of Latitudes


6°29‘23" and 6°29147"; East of Longitudes 2017146"and


2°21'18"; West of Longitudes 2016’28" , 2017146" and 2019114"


in the Bibiani-Anhwiaso-Bekwai District of the Western


Region of the Republic of Ghana which piece or parcel of


land are more particularly delineated on the plan annexed


hereto for the purposes of identification and not of


limitation.


 / 2475jNakdaEdPINk2g






































k























R


. at:/ thg:


p.1 5*29’23 rn' 18"


2 6 29:23 2012’46" ;


P3 CIS' 67- 2*17’ 46’


P&‘ :6029‘41 2* 16’28


PS 6*27’ 216’20





P.6 6271’11" 2*1’ 46’


P7 6*25’4,7* .2^- 46


P.8 6*26047". 2• 19’ 14


P9 6• 2s’ 52 r 19’ 14


P,10 6* 25’ 52 2*21’15




































































..SA GE0LOGICAL SURVEY, 1996 SCAL t 1 50 000 .GP/96/74,