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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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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,