- Dated December 2017 Government of Sierra Leone and SierraMin Bauxite (SL) Limited - BAUXITE MINERAL PROSPECTING AND MINING AGREEMENT 2017 TABLE OF CONTENTS ,-- Page l DEFINITIONS 1 2 COMP ANY'S RIGHTS UNDER THE MINES AND 4 MINERALS ACT -, 4 .) TERM OF THE MINING LEASE 4 EXTENSION OF THE MJNING AREA 4 5 THE MINING LEASE 5 6 FISCAL REGilv1E 5 (a) General Principle 5 (b) Related-Party Transactions 6 (c) Financial Statements and Books of Accounts 6 (d) Rents 6 (e) Income 7 Tax (t) Royalties 7 (g) Charges on Imports 9 .,. - (h) Freight Levy 9 (i) Port Charges 9 ,- (j) Goods and Services Tax 10 (k) Interest Deduction on Debt 10 (l) Community Development Fund 10 (m) Management of Funds and Financing 10 (n) Withholding Tax Obligations 11 ( o) Ring Fencing 11 (p) Capital Gains 11 - (q) No Other Impositions 11 7 COMPLIANCE AUDIT AND CERTIFICATE OF 13 - COMPANY'S BOOKS 8 GENERAL RIGHTS AND OBLIGATIONS OF THE 13 COMPANY (a) Production: Programme of Mining Operations 13 (b) Rights Incident to Mining Operations 13 (c) Occupation of Surface Land 14 ( d) Accessory Works and Installations 15 (e) Employment and Training 15 (f) Housing of Laborers 16 (g) Health and Safety 16 (h) Environmental Protection 17 (i) Medical Services 17 (j) Government Protection and Assistance 18 (k) Confidentiality 18 (1) Surveys 19 (m) Imports and Exports 19 - (n) Tbofeyim Port Operations 19 (o) and Revegetation of Mined-Out Rehabilitation 19 Areas (p) of Local Industry Promotion 20 (q) Bauxite Sales and Shipments 20 (r) No Solicitation 21 (s) Further Studies 21 9 GENERAL PROVISIONS (a) Assignment 21 (b) Notices 21 (c) Limitation of Application of Mines and 22 Minerals Act, Income Tax Act and Otber Acts or Approval 22 (d) Prior Consent (e) Revocation by the Government 22 (t) Force Maj eure 23 - (g) Amendment 23 (h) Periodic Review 23 - (i) Corrupt Practices 24 G) Governing Law 24 (k) Ratification 24 - (\) Conciliation & Arbitration 24 - SCHEDULES Schedule 1 Description of the Mining Lease Area 27 Schedule 2 Plan 29 - Closure - - ,,... THIS agreement (this «Agreement") is made the day of December 2017 BETWEEN - (1) Government of the Republic of Sierra Leone (hereinafter referred to as the" Government"), - represented by the Minister of Mineral Resources: and (2) SierraMin Bauxite (SL) Limited, a company duly registered under the laws of Sierra Leone to do business in Sierra Leone, whose registered office is at 115 Jomo Kenyatta Road, Freetown (hereinafter referred to as the "Company" and collectively with the Government, the "Parties"). - WHEREAS (1) On 7 September 2016, the Government and the Company entered into a Large Scale - Mining Licence No. ML 1/2016 with respect to the development and operation of a bauxite mine in Sierra Leone (the "Mining Lease"). (2) The Government and the Company have agreed to vary and amend the terms of the Mining Lease upon the terms herein. NOW, THEREFORE the Government and the Company hereby agree as follows: 1. DEFINITIONS - In this Agreement the following terms shall have the following meanings. unless the context requires otherwise: "Affiliate": an entity that, directly or indirectly through one or more intermediaries, - controls, is controlled by, or is under common control with the Company. For the purposes of this definition, "control" (including the terms "controlling" "controlled by" and "under common control with") means ownership of greater than 50% of the - share Gapital of a company or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract orotherwise. "Arms-Length Transaction": a contract or agreement that has been arrived at in the - marketplace between independent, non-affiliated persons with opposing economic interests regarding that contract in accordance with Section 154 of the Mines and Minerals Act. "Charges on Imports": include all taxes, duties, excise, charges, levies, fees, dues, contributions, payments and other impositions of any kind payable to the Government or any agency of Government, whether ad-valorem, flat rate and otherwise, in respect of imports into Sierra Leone. but exclude any such taxes, duties, excise, charges, levies, fees, dues, contributions, payments and other impositions from which the Company shall be exempt pursuant to this Agreement: "Chiefdom Authorities": includes the Paramount Chief, The Chiefdom Speaker, - Members of the Chiefdom Committee, Members of the Chiefdom Development Committee, Chairman of the Court, Section Chiefs, Section Spe.akers, Town Chiefs, Town Speakers Chiefdom Council and Tribal Authorities. "Chiefdom Representatives": the Paramount Chief, Chiefdom Speaker or Chairman of the Chiefdom Development Committee. "Contractor": means any contractor, sub-contractor, service provider or vendor of the - Company. "Control": ownership of greater than 50% ofthe share capital ofa company and/or the possession, directly or indirectly, of the power to direct or cause the direction of tbe management or policies of an entity. whether through the ability to exercise voting - power, by contract or otherwise "Delivery Adjustments": any price adjustment for a shipment of bauxite made pursuant to the provisions of the relevant bauxite sales contract, relating to (a) premiums/penalties for bauxite quality deviations, including moisture and silica content, as certified by an inde_pendent inspector approved by the Parties; and/or (b) the application of price reference data not available at the time of shipment. "Effective Date": the later of (1) the date first set out in this Agreement above and - (2) the date on which the Government Gazettes approval of this Agreement by Parliament, as more fully described in clause 9(k). "Fuel and Lubricants": mean all petroleum products used by the Company in the of its business hereunder including diesel, petrol. heavy fuel oil, kerosene and course - lubricants "Income Tax Act": the Income Tax Act 2000, including any legislation amending - the same or substituted therefor and all regulations and rules from time to time in force thereunder. "Lender" shall mean a lender to the Company or its Affiliates. ,... "Machinery": means machines consisting of a combination of moving parts and mechanical elements which may be put in motion by physical or mechanical force, admitted as such by the Commissioner-General, National Revenue Authority. - "Maritime Act": the Sierra Leone Maritime Administration Act 2000, Act. No. 11 of 2000, including any legislation amending the same or substituted therefor and all - regulations and rules from time to time in force thereunder. "Mines and Minerals Act": means the Mines and Minerals Act 2009, including any legislation amending the same or substituted therefor and all regulations and rules from time to time in force thereunder. "Mining Area": the lands for the time being comprised within the Mining Lease. "Mining Consumables": all materials used by the Company in the course of its mining operations including, without prejudice to the generality of the foregoing, pumps. pipes, concentrates. gases, chemicals and food stores. "Mining Machinery, Plant and Equipment": mean all machinery, plant, and equipment useful to and used by persons carrying on mining operations, in clearing land. removing minerals from it and transporting, separating, handling and packaging of the - such minerals for sale, including. but without prejudice to the generality foregoing construction materials for mrning and processing, dredges, barges, towboats, pumps, piping, screens, conc~nl,<11i11g and ~eparating equipment. power 2 - generating and distributing equipment, cranes, lorries, road building equipment, mineral drying and storage and conveying and handling equipment, together with accessories, spare parts and appliances for use and used exclusively with any of the foregoing, but shall not include light passenger vehicles other than those used exclusively for the operation of the mine or any goods for household use. - "Mining Lease": the large scale mining licence no. ML 1/2016 dated 7 September 2016 between the Government and the Company registered as Number 14/2016 at page 99 in Volume 11 of the Government's Book of Mining Leases, as further described in Schedule 1 and as renewed and amended from time to time as hereinafter provided. " NMA" means the National Minerals Agency established under the National Minerals Agency Act 2012. - "Net Bauxite Sales Price": the final price received or receivable by the Company, free on board the ocean going vessel of the bauxite shipment, net of Delivery Adjustments and after deduction of the Freight Levy and Port Charges; "free on board" is a term defined under INCOTERMS 2010 published by the International Chamber of Commerce and means point of sale offshore Freetown Port, including loading on to the vessel, however excluding marine freight transport, insurance, unloading and transportation from the discharge port to the final destination ("Final Point of Sale"). "Nominated Suppliers": mean those independent, unaffiliated entities, excluding banks and financial institutions, to be provided by the Company from time to time and as amended from time to time throughout the project and supplying substantial goods and services to the Company on a long-term basis, being the supply of goods and services for more than one year or involving a contract amount in excess of US$ - 1,000,000. "NRA" means the National Revenue Authority established under the National Revenue Authority Act 2002. "Plant": means prefabricated fixtures not including building materials as well as special purpose vehicles such as dumpers and shuttle trucks for use in mining or dredging; and "Ports Act": means the Ports Act, Act No. 56 of 1964, including any legislation or substituted therefore and all regulations and rules from time to amending the same time in force thereunder. ''Reference Date": means the 7 September 2016 and on the 7 September of each following year. "Tbofeyiro River Port" means the port constructed at the Thofeyim River by London Mining Limited and which includes all unloading, storage and loading facilities on land and in the river. "Thofeyim River Terminal Road" means the haul road which runs from Rogberi to the River Port. Thofeyim Where the context so admits, words importing the singular shall include the plural and vice 3 --- versa . ....... - 2. COMPANY'S RIGHTS UNDER THE MINES Al\TD MINERALS ACT The Company may from time to ti.me apply for any licence, lease or other right available to it under the Mines and Minerals Act. Subject to the provisions of the Mines and Minerals Act the Government shall process any such application and grant any right to which the Company is entitled under that Act. 3. TERtVI OF THE MINING LEASE Under this Agreement, the Mining Lease shall be granted for a period of 25 (twenty five) years from the Effective Date. The Company shall have the right of renewal of the Mining Lease in accordance with generally applicable law, as in existence from ti.me to ti.me. - 4. EXTENSION OF THE MINING AREA (a) In the event that the Company shall wish as part of its existing operations to increase - the bauxite reserves available to mining operations hereunder by mining identified bauxite reserves in a location adjacent to the Mining Area, the Company shall be entitled as a priority, subject to the Mines and Minerals Act and otherwise in accordance with generally applicable law, to apply to the Minister of Mineral of the Mining Area to include that location. Resources for an extension (b) Together with any such application, the Company shall submit: (i) a detailed description and map of the Mining Area as revised to include the proposed extension; ,.... (ii) a geological report describing the bauxite reserves in the proposed extension; (iii) a proposed mining programme for the utilization of the bauxite - located in the proposed extension as part of the existing mining of the works to be operations hereunder, including a description carried out and the estimated capital cost thereof; and (iv) a description of the measures to be taken by the Company to of comply with the environmental and other terms and conditions this Agreement. (c) Subject to the provisions of the Mines and Minerals Act, the Government shall process any such application and grant any right to which the Company is entitled under that Act. ( d) Upon the Government's approval of such app Ii cation, the Mining Lease shall be amended to incorporate the new Mining Area description and plan included in such application to take account of the matters mentioned in clauses 4(b )(iii) and (iv) hereof. the remaining provisions of the Mining Lease to remain in full force and effect. 5. THE MINING LEASE (a) The Company may surrender any part or parts of the Mining Area comprised in the Mining Lease at any time during the term thereof by notice in writing to the Minister of Mineral Resources to that effect and. upon such surrender. the lands surrendered shall cease to be comprised in or subject to the provisions of the Mining Lease. - (b) During the term of the Mining Lease, the Government shall indemnify the Company against all claims of any owners or occupiers (including the Chiefdom of the Mining Area, other than claims for compensation Authorities) in respect made in accordance with the provisions of the Mines and Minerals Act. (c) Upon the surrender or termination of the Mining Lease granted hereunder or of any portion thereof, the Company is hereby granted a period of 6 (six) months, or -. such longer period as the Director of Mines may specify, immediately following such surrender or other termination in which to remove all or any of its buildings, structures, plant, machinery, equipment (including barges and push boats) and other effects from the areas covered by the Mining Lease or portion of the Mining Lease surrendered or otherwise terminated. Any of the Company's buildings, structures, plant, machinery, equipment or other effects which are not removed in accordance with the provisions of this clause 5(c) within the period stated herein or such longer period as the Director of Mines may specify, shall at the expiration of such period become the property of the Government. Nothing in this clause of the Government under the Mines and Minerals - 5(c) shall prejudice the right Act to take possession of any buildings, structures, plant, machinery, equipment or other effects which are the property of the Company and which on the surrender or termination of the Mining Lease are left upon the area of such Mining Lease if the Company is knowingly in default in payments due to the Government in respect of such Mining Lease at the time of such surrender or termination. Provided the Company is not in such default, the Government shall co-operate with the Company to ensure that removal is accomplished within the - six months or such longer time period provided by the Director ofMines. (d) If any precious minerals (as defined in the Mines and Minerals Act) are by the Company, they shall be delivered by the Company to the recovered Director of Mines. or to such other Government agency or depository as the of Mines shall designate for such purpose. The Company shall have the Director first right of application for an exploration license or mining rights in connection with any precious minerals identified by the Company in the Mining Area. The Government shall have the right to make such disposition of any precious minerals so delivered by the Company as the Government deems proper and make such distribution of the proceeds derived therefrom as the Government considers fair and equitable. 6. FISCAL REGIME st Unless otherwise indicated, the start date for Year 1 tax incentives is 1 January 2018. (a) General Principle -- This Agreement was entered into on the basis of the laws and regulations of Sien-a Leone prevailing on the Effective Date and the exceptions provided in this Agreement. While the Company shall be subject to generally aµplicable laws with respect to taxes. duties. and other ~0v~mmemal obligations. ex.cert for the exceptions provided in this Agreement, any revised law or regulations of Siena - Leone which does or would adversely affect the economic or commercial position of the Compan or of any of its Affiliates, Lenders or Contractors under the terms 1 of the Agreement or the Mining Lease, then the Agreement shall be subject to as are necessary to ensure that the economic or commercial such amendments position of the Company or of any of its Affiliates, Lenders or Contractors that - existed at the Effective Date is maintained. - (b) Related-Party Transactions The terms of sales, leases. licences and other transfers of goods and services between the Company and its Affiliates shall be determined pursuant to Arms- - Length Transactions negotiated between the parties in substantial accordance with the substantive principles and guidelines set forth in 1he Transfer Pricing for Multinational Enterprises and Tax Administrations published by Guidelines or subsequent the Organization for Economic Cooperation and Development substantive guidelines having a similar purpose agreed to by the Parties. of the Government, the Company shall provide to the Government Upon request copies of any contract or other relevant documentation related to transactions with Affiliates (which may include. for each such transaction, a preliminary invoice, of quality by an independent assessor and a final invoice). certificate (c) Financial Statements and Books of Accounts - The balance sheets, statements of earnings and other financial statements and books of accounts of the Company shall be stated, maintained and expressed in - United States Dollars. The Rents, Royalties, Charges on Imports, Port Charges, Freight Levy and Community Development Fund contributions payable hereunder, as well as the costs of all Contractors and internal costs of the Company (including employment costs, general and administration, health and environmental and social costs, insurance, amortization costs of any equipment acquired by the Company from vendors, any rehabilitation costs and any other tax an operating cost - deduction allowable under the Income Tax Act), shall constitute of the Company and shall be allowed as deductible expense in ascertaining the Company's net chargeable income for Income Tax purposes to the extent permitted by generalJy applicable law, as in existence from time to time. Interest payable to non Affiliate Lenders shall also be deductible for income tax purposes. - (d) Rents (1) Mining Lease Rent The Company shall pay to the Government annually and without demand on Reference Date and on each anniversary of the Reference Date, the sum of US$500.000 (Five hundred thousand United States Dollars) in respect of an annual lease rent as defined and envisaged in its Mining Licence ML0 I /20 16. This amount shall be increased annually on each anniversary of the Reference amount equal to 3% of the annual lease rent for the previous. Date by an starting three years after the Reference Date (2) Surface Rent - The Com pan) shall pa) a surface rent to the la\'- fu1 oc.;u~1erc; of the Mining Area. The amount of such surface rent shall be - determined pursuant to agreements with the lawful occupiers of the Mining Area_ as set out in Schedule D of the Mining Lease and in accordance with Section 34 of the Mines and Minerals Act (or any successor provision thereto). (e) Income Tax (l) The Company in the conduct of iu; activities in Sierra Leone pursuant - to this agreement. shall be liable for Income Ta"< on its income derived in Sierra Leone at the following rates: - Years 1 to 3: 0% Years 4 thereafter: rate of tax applicable to companies as set forth in the Income Tax Act. (/) Royalties (I) The Company shall pay a royalty in respect of each export - shipment of bauxite mined under the Mining Lease at a rate equal to the product of (x) the Royalty Rate (as defined below) and (y) the Net Bauxite Sales Price of such shipment determined in an Arms-Length Transaction. "Royalty Rate" shall be determined by Applicable Law. In the event that the price of bauxite in such shipment shall be initially ascertained - on a provisional basis. the amount of royalty shall initially be calculated by reference to such provisional price. After the Net Bauxite Sales Price is finally ascertained due to Delivery Adjustments in accordance with this Agreement, the amount of the royalty shall be accordingly adjusted by reference to the Net Bauxite Sales Price. (2) Royalties, Rents, Charges on Imports, Port Charges, Freight Levy and Community Development Fund payments payable hereunder shall constitute an operating cost of the Company and shall be allowed as deductible expenses in ascertaining its net chargeable income for Income Tax purposes. Royalty shall not be imputed as part payment of any tax on income. (3) With.in a maximum period of 45 days after the end of each month's shipment the Compan) shall present to the Director of Mines, with a copy to the Ministry of Finance, a statement certi{ied by the Company's accredited representative showing (a) the approximate tonnage of bauxite mined by the Company during the preceding quarter, (b) the tonnage of bauxite shipped by the Company from Sierra Leone during the preceding quarter, (c) the price of the bauxite so shipped and (d) the bauxite sales - payments received by the Company for said quarter based on the Net Bauxite Sales Price. Each export statement shall specify the destinations and names and addresses of the consignees of bauxite so shipped and shall be accompanied b) a copy of the export entries certificate by the Comptroller of Customs aI1 '- ~ - ~ l - .. ~ ,. x. To promote sustainable development, enhancement of general welfare and improvement in the quality of life of the local community affected by the mining development as described by the Community Development Agreement according to Schedule H hereto. 4. The Company shall be entitled to all rights and privileges whether or not referred to herein, granted under the Act. 5. Nothing contained herein shall exempt the Licensee from any obligation, condition, or requirement contained in any other Act of the Republic of Sierra Leone. IN WITNESS WHEREOF, the Licensor hereto has set his hand and Seal and the Company has caused its common seal to be hereto affirmed the day and year first above written. ~ ~i:vii iiY y representing fr,e Governme - In the presence of: .. ~.'...... ~~ '~ ·· ···········-····· l\1RS. ATMA TA S. MUST APHA PERMANENT SECRETARY SIGNED, SEALED AND DELIVERED for and on behalf of ltscC:W..SIERRAMIN BAUXITE (SL) LIMITED .................. .. s. ~ ~\~; ..... ~.: .... Ls. f. ~,/~-::/ ............. . ...... In the presence of: Name Vcc.k>:. .. A ,k_ :,Y.,,.L. I'\ W lrinc_iple ___ Regulations of Sierra Leone __________________ _ 9 I Related Party Transactions a) Transactions Between the SicrraMin and its Affiliates Agreed Shall be Determined Pursuant to Anns-Length Transaction Negotiated on the Principles of Transfer Pricing ror Multinational Enterprises and Tax Administration by OECD 2 t ) :, ;} ':l ] ] 'I ) - ---- R, b) SierraMin Bauxile Shall, Upon the !quest of GoSL -- Provide Copies of Any Contract wi th its Affiliates ~ ----- -- - 10 Financial Statement and Books hall be by Agreed a) Presentation of Financial Statemen1 s of Accounts Applicable Law 11 Rent -- eed a) Mining Lease Rent- By Applicabl e Law - (3 year) Agr rcemcnt Grace Period and 3% Kiclcs in A g -- b) Surface Rent- ~~licablc Law 12 Jncomc Tax d Thereafter Agreed a) Years I - 3 Exempt/Zero Percent, Ar Applicable Law b} Delete Part Two - - f--- --- 13 Royalty a) Royalty Rate Shall Be Determined b cpplicablc Law Agreed I b) Such Payments Shall Constitute 0 e ing Cost of the ! Company c) Payment Date Shall be 45 Days of E 1 Month's Shipment ol d) Royalty Payment Shall be in US D s e) 5 & 6 Will be Replaced by the T1 0 aragraphs - f---- -- 14 Charges on Imports a) Move All to the definition Section 1) Agreed b) Charges on Imports of Fuel, Mach n1 • Plant and Equipment Shall be Applicable La w c) Imports on Lubes Shall be Applic, b ,aw d) Payments Shall be in US Dollars ti NR A e) If Materials Under This Section ar N T Used for 3 Years and SierraMin Intends to Se ~m, SierraMin Shall Pay Customs, Import Duties n .,ev i es on Ma dcet Value Within 30 Days of the Date or Ile. 3 J ] ') J n ) l ) :1 } !I 15 Freight Levy a) Definition of Freight Levy Agreed -------------------------1 b) Freight Levy Shall be 0.35% 16 _I Port Charges I Port Charges Sha!!___!)e __0_.3_'½_o ___ _ Agreed 17 National Carrier SierrMin Shall Comply with NCA to the Extent that Prices are Agreed _ _... _ -------------4 Competitjve _______ _ -- -- l8 Goods and Services Tax a) Applicable Law and SierraMin Shall Supply a List of Agreed ndNMA. Nominated Suppliers to NRA a ____________ __, b) Define Nominated Suppliers_ - - I-------- 19 I Interest Deductions on r nterest Deductions on Affiliates Deb t Shall be by Applicable Agreed _ AfliliatesDebt _ Law(4:1) _________ _ -· 20 1 Communit)' Development fund Community Deve~ment Fund Shall be 1% of Revenue Agreed 21 I Management of Funds and a) Payment Herein Shall be in US Dollars -- Agreed Financing b) Operating and Capital Costs SI ;111 be Paid From Monies Earned or Borrowed c) SierraMin Shall Have the Righ to Hold a Bank Account jn a Bank of their Choice d) SierraMin and Its Affiliates Sh ll r rave Right to Obtain Funding from I ,enders and GoS Grant Security to L Shall 1-raMin is a Counterpart Lenders on Contract Where Sie e) Distribution to Affiliates/Lend rs Shal I incur Tax in r- - Place and on Effective Date ---- -- 22 f-------------1-------------- Agreed No Other Impositions a) Upon the Ratification of this A: ~reement, GoSL Shall ien·aMin - Stabilization Not Apply Any Other Tax on S b) Pursuant to this Agreement c) PAYE and NASSIT Payment S hall be by Applicable Law .__ I I d) Payroll Taxes Shal I be by Apg .cable Law 4 l1 J ., I :r. 1 ' - c) Minor Taxes Shall be 1.5 Million [ D illars in Years 1-5 ._ - -- - --------·- 23 Compliance Audit and Director of Mines Agreed a) Reporting Shall be Biannually tot 1e Cettificate of Company's th n: Shall Provide b) 30 of Each Anniversary SierraMi Books us Year Audi led Financial Statement for the Previo ! Drawn in English c) Audited Fimmcial Statement Shall b ncial Records and d) GoSL Shall Have Access to the Fi na ts - --- Books including All Bank Accou! -- 24 General Rights and Obligations In Addition to Granting the this Agreem« n t SierraMin Shall Agreed --of the Company I Jave the f'ollowin~~1~ --- R1 /\greed 25 Production; Programme of GoSL Acknowledges Direct and Indirect evcnue from the Mining Operations Operations of the Mine and Its Benefits t he Three Tiers of 0 Government; Central, Regional and Loca l ind Shall Ensure it Support the P_!2.ject - - f-- - - - - ---- I 26 Rights Incident to Mining a) SierraMin Shall Have All Rights t 0 ~acilitate their Agreed Operations Operations b) Right to Use Water to Facilitate th e r Operations, to Fell Trees and Clear Land to be Mined 1 Accordance with the Mines and Min era 1 s Act and C tl er Regulations 1e c) To Construct within and without t Mining Arca - Infrastructure, Energy Communic, f ons Al I Subject to Written Request for Utility. And 1 h ! to Procure Insurance for its Operations d) In the Incidents of Pollution and C t 1er Environmental dance with the Laws Issues SierraMin Shal I Act in Ace or and Regulations of Sierra Leone a 1 l with Permissions from the Relevant Agencies e) GoSL Shall Ensure Such Approva s are Granted - 5 l } I ] 1 l - 27 Occupation of Surface Land a) GoSL Shall Make the Necessary Arrangement to Agreed Facilitate the Payment of Fair and Reasonable Compensation for Trees/Crops Damaged by the Mine Operations b) SierraMin Shall Pay Compensation Where it has Agreed to Enter the Land and Upon Withdrawal It Shall Cease to Pay c) Upon Damage, Payment Shall be Based on Estimated Monetary Value d) SierraMin Shall Not Unduly Interfere with the Living Conditions of the Local Population e) In ALL of the Above the Company Shall Proceed with Utmost Caution - I- - -- - -- 28 Accessory Works and SierraMin Shall have the Right to Construct and Operate within Agreed lnstal lations its Concession whatever it Takes to Operate the Mines in Accordance with the Laws of Sierra Leone and Best Mining - ---- Practise --- 29 Employment and Training a) Citizens with the Required Skills, Knowledge and Agreed Experience Shall be Given Preference in Employment b) SierraMin Shall Not Import Unskill Labour for the Operations c) SierTaMin Shall Carry Out Training and Employment in Accordance with the Laws of SielTa Leone d) SicrraMin Shall Submit an Annual Written Report to the Director of Mines Regarding Personnel Status 6 l J ) l \ ) l ,) l 1 e) SicnaMin Shal1 Give Preference to Qualified and Competent Sierra Leoneans as Executives, Technicians and Labour f) GoSL Shall Grant All Necessary Visas and Permits for Non-Citizens Employed by SierraMin g) All Employees of SierraMin Shall be Govern by the Tax >--- and Other Laws of Sierra Leone . 30 Housing or Labourers By Applicable Laws Agreed 31 _Iiealth and Safety__ By Applicable Laws Ag!:_eed >- -- 32 Environmental Protection ~__i\..£Plicable Laws Ag!:_eed -------- - - 33 Medical Services By Applicab~ Laws Agreed - -- --- - 34 Government Protection and a) GoSL Shall take reasonable Steps to Enable ~md Agreed i Assistance Facil itatc the Operations of the Mine I b) GoSL Shall Make Available All Geological Surveys and ,_ __ Reports to Facilitate the Opcration~ f the Mine --- 35 Confidentiality Confidential Information Shall be Retained by GoSL and Agreed ---- -- SicrraMin --- - 36 Surveys All Surveys Shall be Carried out by a Licensed Surveyor Agreed ----- ~pprove_Q_ by Go SL --- -- 37 Imports and Exports GoSL ShaJI Grant All Permits for Imports and Exports in Agreed - - ---- Accordance with the Laws -- 38 Thofeyim River Port and GoSL to Facilitate the Negotiation/Encourage the Discussions Agreed 1-- _Thefeyim River Terminal Road with SL Mining for Shared Use for Exeort of Minerals . 39 Rehabilitation and Put Financial Guarantee for Restoration and Rehabilitation of Agreed Revegctation of Mined-Out an Amount to be Placed in an Escrow Account Held by Areas Financial Institution that is Stable/Reputable, Preferable Standard Chartered Bank 7 l l I \ l } ) ' ' 40 Promotion of Local Industry SierraMin Shall Implement the Local Content Act Agreed 41 ·- Bauxite Sales and Shipment SierraMin Shall Implement National Carrier Act in Accordance Agreed with Price and Quality Sensitivity 42 ->-- No Solicitation SierraMin Shall Not Solicite Former Employee of GoSL within Agreed One Year of Termination of Service Without Approval from - - GoSL 43 Further Studies Sierr Agreed aMin Shall Cany out Appropriate Studies for the - Development of Bauxite --- - 44 Assignment SierraMin Shall Assign Provided the Assignee Agrees to be Agreed -- J_=3ound by the Term~ f these ~reeme12!__ 45 --- - - Notices All CorresRondences Shall be in Writing_ __ _ __ ~g!:_eed - --- 46 f ,imitation of Application of Sien-aMin Shall be Subjected lo the Laws of Sierra Leone Agreed Mine and Minerals Act, Income Tax Act and Other Acts - ----- - - - -- 47 Prior Consent or Approval Requisite Consent and Approval Shall Nol in Any Instance be Agreed - - Unreasonably Withheld -- 48 Revocation by Government Revocation for Non Payment of Taxes Shall Have a Space of Agreed - Three Months 49 -- -- - r orce Majeurc This Agreement Shall Acknowledge Force Majcure Agreed 50 Amendment Amendment Shall be by Consent by Both Parties Agree~ - -- 51 Periodic Review Five Years of Effective Date Agreed - -After 52 S orrupt Practises This Agreement Shall Implement ACC Act Agreed - Governing Law 53 of Sien a Leone A&!:_ecd - Laws - 54 Ratification GoSL Shall Ratify and Gazette this Agreement Agree~_ - - 8 } -- 55 Conciliation and Arbitration By three Arbitrators and One to be Appointed by London Cowt Agreed of International Arbitration and Two to be Selected by Each - - Party -·-- New Conditions - - - -l Withholding Taxes Applicable Law to All Withholding_Jaxes Indicators Agreed 2 _ Ring_Eencing As in the Model Mining Agreement 3 Capital Gain Tax Applicable Law ~~~ Agre~ 4 Capital Expenditure Applicable Law Agreed Allowances 5 - ---- --- Mining Monitoring_f ecs As Per lhe Model Mining Agreement A~cd 6 Road User Charges Exempt Agrecc!__ - 7 Joint Review As Per Model Mining Agreement (5 Year) Agree~ - --- 8 _Advance Pricing Agreement Best Practise Agreed - --- - - - 9 Mine Closure 12 Months After Year One Progressive Reclamation by Agreed -- Opening an Escrow Account $ 200,000 Per Year 9