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THIS MINING LEASE AGREEMENT (hereinafter called "the Mining Lease")


is made the day of ..................2012 BETWEEN THE GOVERNMENT


OF THE REPUBLIC OF GHANA (hereinafter called "the Government") acting by


KWAKU ASOMAH-CHEREMEH, the Minister of Lands and Natural Resources


(hereinafter called "The Minister") of the one part and ADAMUS RESOURCES


LIMITED with registered address at HNO. Y/A15, AUGUSTO NETO ROAD,


AIRPORT RESIDENTIAL AREA - ACCRA, KAPMB 93, AIRPORT - ACCRA, 

(hereinafter called "the Company") of the other part.


WHEREAS:





A. The Government is desirous of developing its mineral resources" eh


manner as will ensure that the maximum possible benefits accrue tb the


nation from the exploitation of minerals and seeks companies that possess


the necessary financial, technical and human resources to exploit the


minerals efficiently;





B. The Company warrants that it has the financial, technical and human


resources required for undertaking the mining operations efficiently and has


declared itself willing to engage in mining in Ghana;


C. The Government has therefore agreed to grant the Company a Mining Lease


on the terms and conditions provided for in this Agreement.


NOW THIS AGREEMENT WITNESSES AS FOLLOWS:





1. GRANT OF MINING RIGHTS


a. The authorised mineral the subject of this Mining Lease is gold


(hereinafter called "the Mineral").


b. 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 map attached (hereinafter called "the Lease Area") for


a term of TEN(IO) YEARS (hereinafter called "Term") from the date of


this Mining Lease.


c. The Term may be renewed from time to time in accordance with the


Minerals and Mining Act, 2006 (Act 703).


d. The Government hereby grants to the Company the exclusive rights to


work, develop and produce the Mineral in the Lease Area for the said


Term (including transportation, processing, and storing with the rights


and powers reasonably incidental thereto) subject to the provisions of


this Mining Lease.


e. This Mining Lease is subject to ratification by Parliament in accordance


with Article 268(1) of the Constitution and section 5(4) of Act 703. Upon


the execution of this Mining Lease, the Company shall submit a certified


true copy of the Mining Lease to the Minister to be laid in Parliament for


ratification.


f. The Company shall not however conduct any operations in a reserved


area, restricted area, protected area or designated area and shall not


without the prior written consent of the Minister conduct any


operations:


i. within 100 metres of any forest reserve, river, stream, building,


installation, reservoir, dam, public road, railway or area


appropriated for a railway; or


ii. within 300 metres of a pylon; or


iii. in an area occupied by a market, burial ground, cemetery or


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


appropriated or dedicated to a public purpose.


g. The Company shall, in accordance with Section 69 of Act 703 and


Regulation 20 of the Minerals and Mining (General) Regulations, 2012


(L.l. 2173) commence commercial production of the approved mineral


not later than twenty-four (24) months from the date of grant of this


Mining Lease.





h. The Company shall take all practical steps to avoid damage to land, trees,


crops, buildings, structures and other property in the Lease Area. Where


such damage cannot be avoided, the Company shall provide fair and


reasonable compensation in accordance with Section 72-75 of Act 703


and the Minerals and Mining (Compensation and Resettlement)


Regulations, 2012 (L.l. 2175).











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i. The Company shall permit the public to use without charge and at their


sole risk, any road constructed by the Company in the Lease Area,


provided that such use does not unreasonably interfere with the


operations of the Company and such permission shall not extend to areas


designated as active mining areas.


j. No provision in this Agreement shall be deemed to confer any rights on


the Company which conflicts with the provisions of Act 703 or permits


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 be obtained in respect of any work or activity proposed


to be carried out under this Mining Lease.


2. GRANT OF RIGHTS TO THIRD PARTIES IN THE LEASE AREA


a. Subject to Clause 6(b) of this Mining Lease, the Government may grant


mineral rights to third parties to prospect for or to enter into agreements


for the production of minerals other than the Mineral in the Lease Area,


provided that any such activity shall not unreasonably interfere with the


rights granted to the Company under this Mining Lease.


b. Where a third party applies for a mineral right under paragraph (a) of this


Mining Lease for a mineral other than the Mineral the subject of this Mining


Lease, the Minerals Commission (hereinafter called "the Commission”)shall


notify the existing rights holder of the application in accordance with


Regulation 176 of the Minerals and Mining (Licensing) Regulations, 2012 (LI


2176).


c. Where the Commission gives the Company notice under this Clause, the


Company may exercise the first option to add the mineral to the existing


mineral not later than fifteen (15) days from the date of the notice, failing


which the Commission may process the application of the third party in


accordance with Law.


3. POWER OF GOVERNMENT TO EXCLUDE PARTS OF THE LEASE AREA


a. The Government may by notice in writing to the Company exclude from the


Lease Area at any time, any part which may be required for any stated public


purpose whatsoever, provided that:








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i. Any part of the Lease Area so excluded shall cease to form part of the


Lease Area and no mining operations shall be conducted on the part


so excluded;


ii. No part of the Lease Area shall be excluded in respect of which the


Company has given prior notice specifying that such part is required


for mining operations or on which active operations have


commenced or are in progress (such as digging, excavation,


construction, installation or other works related to mining of the


minerals the subject of this Mining Lease);


iii. The Government shall not take to itself or grant to third parties the


right to mine the Mineral from any part that is excluded under this


clause.


b. The company shall be relieved of all liabilities or obligations in respect of


any part excluded under this clause except liabilities or obligations accrued


prior to such exclusion.


4. WORK OBLIGATION


The Company shall continuously operate in the Lease Area in accordance with


applicable laws and regulations and consistent with good mining practices


until such time as the reserves or deposits may be exhausted or the Mine can


no longer be economically worked or until this Agreement expires, whichever


shall be sooner.


5. CONDUCT OF OPERATION


a. The Company shall:


i. conduct all of its operations with due diligence, efficiency, safety and


economy to the maximum extent possible consistent with good


mining practices and in a proper and workmanlike manner, observing


sound technical and engineering principles and practices, using


appropriate modern and effective equipment, machinery, materials


and methods;


ii. ensure conservation of resources, reclamation of land and


protection of the environment;


iii. mine the minerals using appropriate mining methods and


technologies in the Lease Area.








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 b. The Company shall maintain all equipment in good repair and keep all


working areas in good and safe condition and take all practical steps to:





i. prevent damage to adjoining farms and villages;


ii. avoid damage to land, trees, crops, buildings, structures and other


property in the Lease Area;


Provided that where such damage is unavoidable, the Company shall pay


fair and reasonable compensation in accordance with Section 72-75 of Act


703 and L.I.2175.


c. The Company shall fence off effectually from the adjoining lands, all pits,


shafts and other works made or used in accordance with the Minerals and


Mining (Health, Safety and Technical) Regulations, 2012 (L.l. 2182) and the


provisions of this Mining Lease.


d. The Company shall as far as is necessary or practicable provide and maintain


in good repair and condition, roads, gates, stiles and fences for the safe


occupation of the Lease Area.


e. 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 authorised so that


the drainage of the Lease Area may not be negatively affected.


f. This Mining Lease does not permit the Company to obtain for treatment


minerals, tailings or any ore from areas that are not part of the Lease Area,


except where such minerals, tailings or ore are produced by the Company


under another Mineral Lease.


g. This Mining Lease does not permit the Company to obtain for treatment


minerals, tailings or any ore from third parties unless such minerals, tailings


or ore are produced by a mineral right holder who has obtained the


requisite licence or permit from the Minister to do so.











6. NOTIFICATION OF DISCOVERY OF OTHER MINERALS


a. The Company shall notify the Commission and the Ghana Geological


Survey of the discovery of an occurrence of any other mineral in the Lease


Area apart from the Mineral the subject of this Mining Lease.








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b. In accordance with Section 15 of Act 703, the Company shall have the


first option to apply to prospect for or mine the new minerals discovered


in the Lease Area.


c. Where the Company gives notice under this Clause, the procedure


outlined under Clause 2 of this Lease shall apply.


7. SAMPLES


a. The Company shall not during the subsistence of this Mining Lease remove,


dispose of or destroy, except in analyses, any cores or samples obtained


from the Lease Area without the prior written consent of the Ghana


Geological Survey and the Commission.


b. The Company shall provide the Ghana Geological Survey and the


Commission with such samples from the Lease Area as they may from time


to time reasonably request, and shall keep such samples as may be directed


by the Chief Executive Officer of the Commission.


8. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION


a. The Company shall comply with the provisions of L.l. 2182 and all such


reasonable directives as may from time to time be given by the Commission


for securing the health and safety of persons engaged in or connected with


the mining operations.


b. Before undertaking an activity or operation under this Mining Lease, the


Company shall obtain the necessary approvals and permits as may be


required by law from the Forestry Commission, Water Resources


Commission and the Environmental Protection Agency or any other


Regulatory body.


9. POWER OF THE MINERALS COMMISSION TO EXECUTE CERTAIN WORKS:


Where the Company fails at any time to comply with any provisions of this


Mining Lease or applicable law and such failure is likely, in the opinion of the


Commission, to endanger the health or safety of persons, or result in damage


to mining equipment or other structures or installation, the Commission shall


after giving the Company reasonable notice, execute any works which are


deemed necessary and practicable in the circumstances and the Company














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shall be liable to pay a penalty and the costs and expenses incurred by the


Commission in carrying out such works.


10. LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY


a. No provision 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 of any rights or powers granted to it


under this Mining Lease.


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 Mining Lease 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.


11. RECRUITMENT OF EXPATRIATES, TRAINING OF GHANAIANS AND USE OF


LOCAL PRODUCTS


a. The Company shall engage expatriates for the Company's operations in


accordance with the provisions of the L.l. 2173.


b. The Company shall comply with L.l. 2173 in relation to the training of


Ghanaians and procurement of local goods and services.


c. Notwithstanding any penalties provided in L.l. 2173 or any other laws for


non-compliance, the Minister may suspend the Mining Lease until the


Company complies with the provisions of the law.


12. AFFILIATED COMPANY TRANSACTIONS


a. Any transaction between the Company and an affiliated company shall be


on arm's length basis, consistent with the Transfer Pricing Regulations, 2012


(L.l. 2188) and International best practice.


b. The Company shall notify the Ghana Revenue Authority and the


Commission of any and all transactions between the Company and an


affiliated company and shall supply the details relating to such transactions


to the Ghana Revenue Authority and the Commission in accordance with


any guidelines provided by the institutions.











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c. The Company shall, at the request of the Ghana Revenue Authority or the


Commission, provide such justification of costs as may be required, duly


supported by an Auditor's certificate if necessary.


13. TECHNICAL RECORDS


a. The Company shall maintain at its registered and mine offices complete


technical records of its operations in the Lease Area in such form as may


from time to time be approved by the Commission and the Ghana


Geological Survey.


b. The Company shall maintain at the said offices copies of all reports and of


all tests and analyses, geological and geophysical maps, diagrams or charts


relevant to its operations. These reports and records may be examined by


officials of the Commission and the Ghana Geological Survey or acting on


behalf of the Government or authorised in writing by the Minister.


c. The Company shall maintain at the said offices correct and intelligible plans


and sections of the mining operations, including any faults or 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 Clause shall be delivered to the Commission


and the Ghana Geological Survey in accordance with Section 71 of Act 703


and same shall become the property of the Government without charge.


14. PRODUCTION RECORDS


The Company shall maintain at its registered and Mine offices complete and


accurate records of its production in the Lease Area in such form as may from


time to time be approved by the Commission.


15. FINANCIAL RECORDS


a. The Company shall maintain at its registered and 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











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by the Company from all sources including its operations under this Mining


Lease, as well as all its expenditure.


b. The Company shall provide a clear basis for understanding and relating the


financial records and accounts to its operations.


c. The Company's books of account shall be kept in accordance with generally


accepted accounting principles.


d. 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.


e. The Company's books of account shall be audited within three (3) months


after the close of each Financial Year by a qualified auditor who is a member


of a recognised professional auditing or accounting body. Such auditing


shall not in any way imply acceptance of its results by the Government or


preclude the Government from auditing such books of account. The


Company shall deliver to the Minister without charge, copies of all or any


part of such financial records as the Minister may from time to time


reasonably request.


16. REPORTS


a. The Company shall furnish a report each quarter, to the Minister, the


Commission and the Ghana Geological Survey, in such forms as may from


time to time be required, regarding the quantities of the approved minerals


mined in that quarter, quantities sold, the revenue received and royalties


paid or payable for that quarter and such other information as may be


required. Such reports shall be submitted not later than thirty (30) days


after the end of each quarter.


b. The Company shall furnish a report each half-year to the Minister, the


Commission and the Ghana Geological Survey in such form as may from


time to time be required, summarising the results of its operations in the


Lease Area during the half-year and records to be kept by the Company


pursuant to Clauses 14, 15 and 16 of this Mining Lease. Each report shall


include a description of any geo-scientific work carried out by the Company








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in that half-year and a plan showing the Mine, installations and workings.


Such reports shall be submitted not later than forty (40) 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 required to the Commission and the Ghana Geological


Survey 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 Clauses 14, 15, and 16 of this Mining Lease. Each report shall


include a description of the proposed operations for the following year with


an estimate of the production and revenue to be obtained from the


operations. Such reports shall be submitted not later than sixty (60) days


after the end of each Financial Year.


d. The Company shall furnish the Minister, the Commission and the Ghana


Geological Survey not later than three (3) 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 drawn on an approved scale.


e. The Company shall furnish the Minister and the Commission, with a report


of the particulars of any proposed alteration to its Company's Regulations.


The Company shall also furnish the Minister and the 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 may be required by the


Commission and shall be submitted not less than twenty-one (21) days (or


such lesser period as the Minister may agree) in advance of any proposed


alteration, fresh issue or borrowing, as the case may be.


f. The Company shall, not later than One hundred and eighty (180) days after


the end of each Financial Year, furnish the Minister and the 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 a recognised professional


accounting body. Such certificate shall not in any way imply acceptance of














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such reports by the Government or preclude the Government from auditing


the Company's books of account.


g. In accordance with Regulation 3 of L.I. 2173, the Company shall furnish the


Commission and the Ghana Revenue Authority with certified copies of


refinery returns not later than thirty (30) days after a shipment of minerals.


h. The Company shall also submit monthly and annual returns and any other


reports as may be required under LI 2173.


i. The Company shall also furnish the Minister, the Commission and the Ghana


Geological Survey with such other reports and information concerning its


operations as they may from time to time reasonably require.


j. The reports required under this Clause are without prejudice to any other


reports that may be required under any applicable laws or regulations.


17. INSPECTION


a. Authorized Officers of the Commission or any person authorised by the


Minister in writing shall be entitled at all reasonable times to enter into and


upon any part of the Lease Area and the Company's registered office to:


j. examine the Mine workings, equipment, buildings, installation and


any other structures used in the mining operation;


ii. inspect the samples which the Company is required to keep in


accordance with the provisions of this Mining Lease;


iii. inspect and check the accuracy of the weights and measures and


weighing and measuring devices, used or kept by the Company;


iv. examine and make abstracts of the books and records kept by the


Company pursuant to this Mining Lease;


v. verify or ensure compliance by the Company with all applicable laws


and regulations and with its obligations under this Mining Lease;


vi. execute any works which the Commission may be entitled to execute


in accordance with the provisions of Act 703,Regulations and this


Mining Lease.





b. The Company shall make reasonable arrangements to facilitate any such


work or inspection, including making available employees of the Company


to render assistance with respect to any such work or inspection. All such





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works and inspections shall be recorded by both the Authorized Officer and


the Company. In the case of the Company, such inspection shall be recorded


in the reports submitted each half year.


18. CONFIDENTIAL INFORMATION


a. Any information or material supplied by the Company to the Government


pursuant to the provisions of this Mining Lease shall be treated as


confidential by the Government, its officers and agents and shall not be


revealed to third parties except with the consent of the Company (which


consent shall not be unreasonably withheld) for a period of twelve (12)


months with respect to technical information and thirty-six (36) months


with respect to financial information from the date of submission of such


information or upon termination of this Mining Lease whichever is sooner.


b. Information already in the public domain shall not be treated as confidential


information.


c. Subject to this Clause, records, documents and information furnished or


attained pursuant to this Mining Lease shall be made available for


inspection and copy by the public, on payment of the prescribed fee.


d. The Government and persons authorised by the Government may


nevertheless use any such information received from the Company for the


purpose of preparing and publishing reports or analyses relating to minerals


in Ghana and in connection with any dispute between the parties.


19. FINANCIAL OBLIGATIONS


a. The Company shall pay all fees, charges and penalties as provided under


applicable Laws and Regulations.


b. In accordance with Section 23 of Act 703 the Company shall pay an annual


ground rent to the Office of the Administrator of Stool Lands. Payment of


this amount shall be made yearly in advance, the first year's payment having


been made on or before the issue of this Mining Lease.


c. The Company shall pay an annual mineral right fee in accordance with


Section 24 of Act 703 and the applicable provisions of L.l. 2176.











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d. In the event of a surrender of any part of the Lease Area pursuant to Clause


25 of this Mining Lease, no payments shall be refunded in whole or in part


for any area so surrendered for which an annual fee or charge has been paid


in advance nor shall such payments be refunded in the event of termination.


20. ROYALTIES


a. The Company shall pay to the Government royalty as prescribed by law.


b. The Company shall pay royalty to the Government through the Ghana


Revenue Authority in the manner that may be prescribed by law.


c. Any necessary adjustments to the royalty paid in any year shall be made


within thirty (30) days of the end of that 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 following year.


d. In the event of a dispute with respect to the amount of royalty payable, the


Company shall first make payment of the lower of the disputed amounts


and shall pay immediately any further royalty which shall be agreed upon


or determined by the Ghana Revenue Authority to be payable. Such further


royalty shall carry interest at the prevailing prime rate in Ghana at the time


of the resolution of the dispute or agreement to take effect from the date


on which such amount ought originally to have been paid.


21. LATE PAYMENTS


a. Notwithstanding anything to the contrary the Company shall pay as penalty


for any late payment of any amounts due to the Government under this


Mining Lease, an amount calculated at the prevailing Bank of Ghana prime


rate for every thirty (30) days' period that the amount due remains unpaid.


b. In the event that the Company fails to make payment to the Government of


any amount due under this Mining Lease, the Government without


prejudice to any other rights and remedies to which it may be entitled, may,


after giving thirty (30) days' notice in writing, enter into or upon the Lease


Area and seize, distrain and sell, all or any of the stocks of the minerals


produced by the Company, and the plant and equipment, materials and


supplies belonging to the Company; and out of the monies obtained from











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the sale in respect of such distress may retain and pay all of the arrears of


any amounts due and the costs and expenses incidental to any such distress


and sale and deliver up the surplus (if any) to the Company.


22. TAXATION


The Company shall pay tax in accordance with the applicable laws of Ghana.


23. FOREIGN EXCHANGE


All foreign exchange transactions by the Company shall be in accordance with


the laws of Ghana.


24. SURRENDER


a. The Company may surrender all its rights in respect of all or any part of the


Lease Area in accordance with Regulation 199 of L.L 2176.


b. The Company shall be relieved of all obligations in respect of the part or


parts of the Lease Area surrendered except those obligations which accrued


prior to the effective date of surrender.


c. The Company shall leave the part of the Lease Area surrendered and


everything in the Lease Area in a safe condition, and shall take all reasonable


measures in accordance with good mining practices to leave the surface of


such part of the Lease Area surrendered, in good and usable condition


having regard to ecological, drainage, reclamation and other environmental


requirements. In the event that the Company fails to do so, the Commission


shall make such part and everything thereon safe at the expense of the


Company.


d. The Company shall, on such terms and conditions as may be agreed upon


between the Government and the Company including the payment of


appropriate compensation under applicable laws, 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 rights shall not


form part or be included in the calculation of the area of the retained part.


e. 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.





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25. EXTENSION OF TERM OF MINING LEASE


Where the Company applies for an extension of the term of the Lease in


accordance with Regulation 189 of L.l. 2176, the Company may be granted an


extension based on justifiable technical and financial reports and upon such


terms and conditions as may be granted by the Minister provided that the


Company is not in default in the performance of any of its obligations under


this Lease or any laws at the time of the application.


26. TERMINATION OF AGREEMENT BY COMPANY


The Company may, if in its considered opinion the Mine can no longer be


economically worked or for other stated reasons terminate this Mining Lease


by giving not less than nine (9) months' notice to the Government. Such


termination shall be without prejudice to any obligation or liability incurred


by the Company under this Mining Lease prior to the effective date of such


termination.


27. TERMINATION OF AGREEMENT BY GOVERNMENT


a. The Government may terminate this Mining Lease where the Company:


i. fails to make any payments as required under this Mining Lease or


under any law by the due date;


ii. fails to conduct its operations in accordance with the programme of


mining operations as contained in the feasibility report submitted for


obtaining this Mining Lease;


iii. is or becomes insolvent or bankrupt or enters into any agreement or


scheme of composition with its creditors or takes advantage of any


law for the benefit of debtors or goes into liquidation, whether


compulsory or voluntary, except for the purposes of reconstruction


or amalgamation;


iv. knowingly submits any false statement or gives false information to


the Government in connection with its operations;


v. fails to submit reports on its operations for more than ninety (90)


days after the reports are due;


vi. contravenes or fails to comply with any other provisions of this


Mining Lease.











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b. The procedure provided in Regulation 200 of L.l. 2176 shall be applicable


where any of the events stated in paragraph (a) occurs.


c. Upon termination of this Mining Lease by the Government, every right of


the Company under this Lease shall cease (save as specifically otherwise


provided in this Lease) but subject nevertheless and without prejudice to


any obligation or liability imposed or incurred under this Lease or applicable


law prior to the effective date of termination and to such rights as the


Government may have under the law.


d. No delay, omission or course of dealing with the Company by the


Government shall impair any of its rights under this Mining Lease or be


construed to be an acquiescence or a waiver of the right of the Government


to terminate this Lease.


28. ASSETS ON TERMINATION OR EXPIRATION


a. The Company shall within six (6) months of the termination of the Mining


Lease remove the mining plant provided that the mining plant shall be


removed solely for the purpose of use by the Company or a person deriving


title through the Company, in another relevant mining activity in the


Country.


b. Where the Company fails to remove the plant after the expiration of the


period specified in paragraph (a), the Minister shall give the Company two


(2) months' notice to do so. Where the Company fails to remove the mining


plant after the expiration of the period specified in the Minister's notice,


the mining plant shall vest in the Republic without further notice.


c. No provision in this Mining Lease removes or diminishes an obligation that


the Company may have under Act 703 or an applicable law or a condition of


this Mining Lease to remove a mining plant and rehabilitate the land.


d. 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 where the Company does not remove or destroy such


assets within a period of thirty (30) 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 and the Minister shall apply appropriate


penalties.








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e. The Company shall take all reasonable measures to ensure that any asset to


be 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


paragraph.


29. COMPANY'S OBLIGATIONS ON TERMINATION


a. Upon the termination or expiration of this Mining Lease, the Company shall


leave the Lease Area and everything in the area in good condition, having


regard to ecological, drainage, reclamation, environmental protection, and


health and safety requirements. In this connection, the Company shall fill


up or fence and make safe all holes and excavations in accordance with


good mining practices and to the reasonable satisfaction of the


Commission.


b. The Company shall take all reasonable measures to leave the surface of the


Lease Area in usable condition and to restore all structures 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


restore all affected structures at the expense of the Company and the


Minister shall apply the appropriate penalties.


c. The Company shall have the right to enter upon the Lease Area for the


above-mentioned purposes, subject to the rights of surface owners or


others, for a period of six (6) months from the effective date of the


termination or such longer period as the Minister may determine.


d. On the termination of this Agreement, the Company shall deliver to the


Minister the records which the Company is obliged to maintain under Act


703, this Mining Lease and any other laws and regulations, the plans and


maps of the area covered by the mining lease, and other documents,


including in electronic format, that relate to the Lease Area.


30. FORCE MAJEURE











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a. Failure on the part of the Company to comply with any of the terms and


conditions of this Mining Lease (except the obligations to make payment of


monies to the Government) shall not be grounds for cancellation or give the


Government any claim for damages in so far as such failure arises from force


majeure, the Company having taken all appropriate precautions due care


and reasonable alternative measures with the objective of avoiding such


failure and of carrying out its obligations hereunder. The Company shall take


all reasonable measures to remove such inability to fulfil the obligations


under this Mining Lease with the minimum of delay.


b. For the purpose of this clause, force majeure includes acts of God, war,


insurrection, riots, earthquakes, storm, flood, fire 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 negligence of the


Company or any of its employees or contractors.


c. The Company shall notify the Minister within forty-eight (48) hours of any


event of force majeure affecting its ability to fulfil the conditions of this


Lease or of any events, which may endanger the natural resources or the


ecosystem of Ghana and similarly notify the Government of the restoration


of normal conditions within forty-eight (48) hours of such restoration. This


provision shall be in addition to any requirements contained in the mining


regulations.


d. The Term of this Mining Lease may be extended for a period of time equal


to the period or periods during which the Company was affected by


conditions set forth in the paragraphs (a) and (b) of this clause or for such


period as may be agreed by the parties.


31. 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 of the Government, has expressed any opinion with respect


to any mineral in the Lease Area and no statement to this effect shall be


included in or endorsed on any prospectus, notice, circular, advertisement,














18


press release or similar document issued by the Company or any affiliated


Company for the purpose of raising capital.


32. CO-OPERATION OF THE PARTIES


Each of the parties 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, documents, agreements,


consents, information or otherwise as may be reasonably required for the


purpose of implementing or further assuring the rights and obligations of the


other party under this Mining Lease.


33. NOTICE


Any application, notice, consent, approval, direction, instruction or waiver 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.


34. 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 Alternative Dispute Resolution Act, 2010 (Act 798).


Notwithstanding paragraph (a), the parties may by mutual agreement,


submit any dispute for settlement by arbitration under the Arbitration Rules


of the United Nations Commission on International Trade Law ("UNCITRAL


Rules").


b. Any arbitration under the UNCITRAL Rules shall be by three (3) arbitrators


unless the parties agree to a single arbitrator. The place of arbitration shall


be Accra, Ghana and the proceedings shall be in English. Ghana Law shall be


the law applicable to the proceedings.


c. No provision of this Clause 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.


35. ASSIGNMENT, MORTGAGE, ETC.











19


a. The Company shall not transfer, assign, or mortgage an interest in the


Mining Lease, or enter into a joint venture agreement in respect of the


Mining Lease, or deal in the Mining Lease in any manner without the prior


written consent of the Minister.


b. The Minister may impose such conditions as he deems fit when giving such


consent.


c. No assignment of the Mining Lease shall relieve the Company of its


obligations under this Mining Lease except to the extent that those


obligations are actually assumed by the Assignee.


d. During the term of this Mining Lease, no shares of the capital stock of the


Company may be transferred except in accordance with Act 703 and


applicable laws.


36. EXPORTATION, SALE AND DISPOSAL OF MINERALS


a. The Company shall not export, sell or dispose of the mineral the subject of


this Mining Lease without a licence to export, sell or dispose of the mineral


granted by the Minister.


b. An application for a licence to export, sell or dispose of the mineral shall be


made in accordance with Regulation 3 of the Minerals and Mining (General)


Regulations, 2012 (L.l. 2173).


37. OFFENCES


The provisions relating to offences under Act 703 are applicable to this


Mining Lease. For the avoidance of doubt, where the contravention of a


provision of this Mining Lease constitutes an offence under Act 703 or the


applicable Regulations the provisions of Act 703 shall apply.


38. HEADINGS


The headings given to Clauses in this Agreement are for convenience only and


shall not affect the construction or interpretation of this document.


39. GOVERNING LAW


This Agreement shall be governed and construed in accordance with the laws


of Ghana.








20


 (Akango)











Awroso

















Abalebo Ankwao


(Abelabo)


Kowire











Pillar Latitude N Longitude W


4° 59’ 00’ -2° 16’ 00’





Road 5° 00' 30" -2° 16' 00'





5° 00' 30' -2° 16' 15'





5” 01' 15 -2° 16' IB-





S’01' 15' -2’ 15' 45'





5° 01' 30' -2‘ 15' 45 DorS





5° 01' 30' -2’ 13' 00'



































Ebukrom





(Ebokolo)





Nyamebekyere

















Aluku









































Akutuebo A





Adamus Resources Ltd











Area = 26.10 sq km


Sheet = 05O3d3, 0403b1














•2° 12' -2° 11'45'


 THE SCHEDULE ABOVE REFERRED TO:


All that piece or parcel of land containing an approximate area of








26.10km2 lying to the North of Latitudes 5° 00’ 30‘N and 5° 49' 00"N


and to the South of Latitudes 5° 01’ 30"N and to the East of Longitudes


2° 16’ 15”W, 2° 16’ 00"W and 2° 15’ 45"W and to the West of


Longitudes 2° 13’ 00"W; in the Nzema East District of the Western


Region of the Republic of Ghana which piece or parcel of land is more


particularly delineated on the plan annexed hereto for the purposes


of identification and not of limitation.




































































21


IN WITNESS of which the Parties have respectively executed the original and


counterparts of this Mining Lease on the date first above written.





SIGNED, SEALED AND DELIVERED


ON BEHALF OF THE REPUBLIC OF GHANA:








By KWAKU ASOMAH-CHEREMEH, Minister for Lands and


Natural Resources, for and on behalf of the


Government of Ghana who by his execution


warrants to the other party that he is duly MIN. OF LANDS & NATURAL


authorised and empowered to enter into this RESOURCES


Agreement. P. 0. BOX M 212, ACCRA











IN THE PRESENCE OF:





CHIEF DIRECTOR


MIN. OF LANDS & NATURAL


RESOURCES


SIGNED, SEALED AND DELIVERED:





By......da644A..........4..6.7.





Managing Director of ADAMUS RESOURCES LIMITED


who by his execution warrants to the other party that he is Resources


duly authorized and empowered to enter into this Agreement. LImited


Y/B 15 Augusto Neto Road


Airport, Accra-Ghana


P. O. BOX KAPMB 93 Airpon


Accra-Ghana





IN THE PRESENCE OF:











NATtf 4A9-/a


...................Imaav





DIRECTOR/SECRETARY











22


 OATH of proof





............... of Minerals Commission MAKE OATH and SAY that


on the day of .K...M........................2012 । was present and saw





KWAKU AsomAH-cHEREMEH, the Minister of Lands and Natural Resources duly


execute the InstrumerfGhow produced to me and Marked "A” and that the said


KWAKU ASOMAH-GHEREMEH can read and write.


Sworn at Accra thy.Keday of


20..I





Before Me








REGISTRAR


HIGH COURT





REGISTRAR OF LANDS LAW COURT COMPLEX - ACCRA








This is the Instrument Marked "A” Referred in the Oath of (wom& N. Dorwo





Sworn before me, this ..<..7 day/f





„9courto,s,.


8/Mh





REGISTRAR N\ 6245 )6)


BSGISEBAGHA62N5 ACCRA


**GHANM*


"*pDurtOf Juz


........o’cock-in’the





.......................................noontnisMnstrum ap proved before me by the Oath


of the within-named .hem.... ...........to have been duly


executed by the within-named KWAKU AS CHEREMEH

















registrar of lands





REGISTRAR


HIGH COURT


LAW COURT COMPLEX - ACCRA


Dated this .. day of 201%











GOVERNMENT OF THE REPUBLIC OF GHANA








AND











ADAMUS RESOURCES LIMITED











MINING LEASE


I I





TERM








TEN (10)YEARS


COMMENCEMENT : 30042910


EXPIRY DATE • 29/04/1029





FILE NO PL.2/163




















24