THE REPUBLIC OF CAMEROON CAM IRON S.A. MBALAM CONVENTION TABLE OF CONTENTS Page DEFINITIONS 2 2 INTERPRETATION 31 2. 1 Interpretation: 31 3 LEGAL NATURE AND PURPOSE OF THIS CONVENTION 33 3.1 Legal Nature of tbis Convention 33 3.2 Project Description 33 3.3 Project Economic Model 34 3.4 Joint and Several Liability 34 3.5 Other Deliveries on the Signature Date 35 3.6 Project Commissioning 35 4 COND!TlONS PRECEDENT 36 4.1 Conditions Precedent 36 4.2 Quadripartite Agreement 39 4.3 Satisfaction and Benefit of !be Conditions Precedent 39 4.4 Entry into Force of this Convention 40 4.5 Parties' Responsibilities between the Signature Date and the Date of Entry Into Force 40 5 REPRESENTATIONS AND WARRANTIES 41 5.1 Cam lron Representations and Warranties 41 5.2 State Warranties 42 6 SCOPE WIDTH AND PERFORMANCE OF THIS CONVENTION 43 6.1 Scope ofthis Convention 43 6.2 Cooperation 44 6.3 Compliance witb Undertakings and Binding Effect of lhls Convention 44 6.4 Accession to iliis Convention 44 6.5 Reservation of Rights 44 6.6 State Access Rights. 45 ·1- Effect of Reservation. 45 6.7 6.8 No Request to Contractors. 46 6.9 Police, Fire, Emergency and Public Safety Access Rights. 46 7 TERM OF THIS CONVENTION and SURVIVAL 46 7.1 Term of the Project and Survival 46 7.2 Termination 46 8 MINING OPERATIONS AND EXPLOITATION PERMIT 47 8.1 Granting of the Exploitation Pcnnit and of the Exploitation Lease 47 8.2 Renewal of the Exploitation Permit and of U1e Exploitation Lease 47 8.3 Rights Granted 47 8.4 New Discoveries 48 9 CONDUCT OF THE MINING OPERATIONS 48 9.1 Rights to carry out the Mining Operations 48 9.2 General Obligations of Mine Project Company in the Conduct of the Mining Operations 49 Annual Works 9.3 Programs and Corresponding Budgets. 50 9.4 Legal Regime Applicable to the Assets of the Mine Project Company. 50 10 BENEFICIATION OPERATIONS 51 10.1 Beneficiation Operations and Beneficiation Feasibility Study 51 10.2 Obligation to Conduct Beneficiation Operations 54 10.3 Power Supply 55 10.4 Obligations of the Builder, Owner and Operator with Respect to the Power Supply 56 10.5 Procurement Model for the Power Supply 56 10.6 Calculation oflntemal Rate of Return 56 10.7 Construction and Commissioning of the Beneficiation Facility 57 10.8 Financing of Beneficiation 58 10.9 Bcoeficiation Incentives and Escrow. 58 10.10 Bcoeficiation Construction and Commissioning 60 v -il· If 10.11 Waiver of Conditions 61 10.12 Obligation to Satisfy Beneficiation Conditions 61 10.13 Production Capacity of the Beneficiation Paeility 61 10.14 Beneficiation Expansion Cond.itions 63 LO.IS Legal Regime applicable to the Assets comprising the Beneficiation Facility 63 10.16 Procurement 63 10.17 Beneficiation of Other Low Grade Ore 63 10.18 Early Beneficiation 63 I I MINERAL TERMINAL SPECIFICATIONS AND RATLWAY SPECIFICATIONS 64 11.1 Capacity. 64 11.2 Tariffs 64 11.3 Dual Track Design 64 RAILWAY 12 OPERATIONS and SPUR LINES 64 12.1 Railway Operations 64 12.2 Railway Operations 67 12.3 Liabilities and Indemnities - Railway 73 13 MINERAL TERMlNAL OI'ERA TTONS 73 13.1 Rights to carry out the Mineral Tem1inal Operations, Mineral Tenni11al of the Mineral Temunal Project Company Agreement and Creation 73 13.2 Description of the Mineral Ternlinal Area 75 13.3 Purpose and Intended Use of the Mineral Temlinal 76 13.4 Legal Regime applicable to the Assets comprising t11e Mineral Terminal Facilities 76 13.5 Mineral Tenninal Operatorship 77 13.6 Handling Sen~ces 80 13.7 Access to ilie Mineral Tenninal 80 General Warranties 13.8 of the State 81 l3.9 Liabilities and lnderruuties- Mineral Ternlinal 81 SustaiJung 13.10 Capital 82 I -Ill· 14 PROJECT ROADS 82 14.1 Paving of Roads. 82 14.2 Rights to carry out the Road Operations 82 14.3 Purpose and intended use of the Project Roads 83 14.4 Use of a Project Road by the State 83 14.5 Duration of Rights to Project Roads 83 14.6 Access to Project Roads 84 14.7 Public Roads 84 15 AERODROME 85 16 BLENDING OPERATIONS 85 16.1 Rights in the Blending Operations 85 16.2 Blending Operations rates 85 16.3 Relief from the State 85 17 MARKETING OPERATIONS AND TREASURY OPERA T!ONS 86 17.1 Marketing of Ore 86 17.2 Offiake Agreements 86 17.3 Right to Perfonn Treasury Operations 86 18 CAPACITY AND CAPACITY EXPANSION 86 18.1 Initial Capacity 86 18.2 Access Expansion Principles 86 18.3 Expansion Stage 87 18.4 Provision of Expansion Capacity 87 18.5 Reserve Expansion Capacity 87 18.6 Submission of a Services Application 88 18.7 Services Application Windows 88 18.8 Content of a Services Application 89 18.9 Single Services Application 90 18.10 Completeness Review of Services Application 90 -tv- 18.11 Amendment or withdrawal of a Services Application 90 18.12 Review of a Services Application 90 18.13 Conduct of a Services Feasibility Study 91 18.14 Outcome of a Services Feasibility Study 94 18.15 Construction of Expansion Capacity 95 18.16 Ownership of the Assets used to create the Expansion Capacity 96 18.17 Tariffs 96 18.18 Security for Third Party funding 96 18.19 Mineral Tenninal Agreement and Railway Haulage Agreement 97 18.20 Third Party Access Facilities 98 18.21 Cooperation. 98 18.22 Expansion Committee 99 19 OTHER FACILITIES 103 19.1 Other Facilities 103 19.2 Existing Facilities 106 19.3 Hydrocarbon Facility 106 20 1\DDITIONAL SPECIFIC AGREEMENTS AND PROJECT LEASES 107 20.1 Purpose of the Additional Specific Agreements and of the Project Leases 107 20.2 Project Lease Request and proposed Additional Specific Agreement 108 20.3 Grant of Project Leases 109 20.4 Temporary Use and Occupation 109 21 OPERA TJNG REGIME FOR RAILWAY OPERATIONS AND MINERAL TERMINAL OPERA TJONS 109 21.1 Access Protocol 109 21.2 Development of Access Protocols II 0 22 GENERAL provisions CONCERNING THE EXPLOITATION AREA, THE PROJECT LEASES AND THE SPECIFIC AGREEMENTS 110 22.1 General rights of Project Companies 110 22.2 Covenants by the State on Conflicting Land Use Ill -V• /fY\ 22.3 Third Party rights to access the Project 112 22.4 Emergency access to lands outside the Project Areas 112 22.5 Prohibition on the right to sublease, assign or pledge 113 23 WATER 113 23.1 Access to water resources for the purposes of the Project 113 23.2 Rates and costs relating to access to water resources for the purposes ofthe Project 114 23.3 No warranty of the State 115 24 POWER 115 24.1 Purchase and generation 115 24.2 Rates and costs relating to access to power resources for the purposes of the Project 116 24.3 Third Party access to the power facilities 116 24.4 No warranty or the State 117 25 GAS 117 25.1 Purchase 11 7 25.2 Rates and costs relating to access to gas resources for the purposes of the Project 118 25.3 No warranty of the State 118 26 COMMUNICATIONS I 18 26.1 Purchase and use I I 8 26.2 Rates and costs relating to access to communication means for the purposes of the Project 119 26.3 No warranty of the State 120 27 EXPLOSIVES 120 27.1 Use of Explosives 120 27.2 Explosives Agreement 120 28 EXPROPRIATION AND COMPENSATION 121 28.1 Occupation and use of private land 121 28.2 Fees and indemnification 121 v -v1~ 28.3 Publications 122 28.4 Direct right of Third Party beneficiary 122 29 HEALTH AND SAFETY, ENVIRONMENT AND COMMUNITY 122 29.1 General provisions 122 29.2 Environment 123 29.3 Health and safety 126 29.4 Environmental Requirements 126 29.5 Sustainable developmem and community support 128 30 ADMlNTSTRATTVE AND TECHNTCAL SUPERVISION AND FINANCIAL AUDIT 131 30.1 Applicable standards 131 30.2 Administrative supervision 131 30.3 Reports 133 30.4 Measures 134 30.5 Joint Committee 134 30.6 Transparency 139 31 BANKGUARANTEES 139 31.1 Issue of Bank Guarantees 139 31.2 Issuer of Bank Guarantee 140 31 .3 Bank Guarantee Claims 140 32 PERSONNEL 140 32.1 Scope of the Collective Bargaining Agreement 140 32.2 Scope of Article 32 141 32.3 Priority to Domestic Employment throughout Project duration 142 32.4 Quotas 143 Training and Transfer of Know-How 143 32.5 Professional 32.6 Financing of Professional Training and Transfer of Know-How 144 32.7 Annual Report 145 Working 145 32.8 Time and Annual Leave { ·VII• 32.9 Labor Committee on Recruitment and Training 145 32.10 General Employment Provisions 147 32.11 Health. Safety, Environment, Community and Security ("HSECS") 147 32.12 Immigration Documents for Foreign Personnel 147 32.13 Townships ("cites d'ouvriers") 148 33 USE Of CAMEROONIAN GOODS AND SERVICES 148 33.1 Principle 148 33.2 Minimum thresholds and objectives 149 33.3 Cameroonian Contractors and Cameroonian Subcontractors 149 34 ROYALTY 150 34.1 Royalty Payment 150 34.2 Weighing and assaying 150 34.3 Reporting of assay results 150 34.4 Audit 150 34.5 Adjustment ISO 34.6 No Royalty on Certain iron ore 151 35 CEMAC 151 35.1 Approvals 151 35.2 Restrictions 151 36 FISCAL AND CUSTOMS REGIME 151 36.1 Governing law 151 36.2 Tax Regime 152 36.3 Bonus Payment 152 36.4 Offset of Part Payment of Bonus fcc 153 36.5 Other requirements 153 36.6 Third Parties 154 36.7 Cross Border Movement 154 36.8 State's Equity Interest. 154 v -viii- \I !l 37 ACCOUNTING 154 37.1 Accounting Provisions 154 37.2 Extractive 155 Industries Transparency Relief events procedures 155 38 and remedies 38.1 Relief Events. 155 39 CONVENTION COMPENSATION 156 .1 Payment of Convention Compensation. 156 39 39.2 Role of State Project Committee. 158 40 STABILITY OF ECONOMIC CONDITIONS 159 40.1 Warranty from the State 159 40.2 Stabilisation clause 159 40.3 Petition from a Project Company 159 40.4 Economic Hardship 160 40.5 Emission Scheme Chaoge Notice 160 40.6 Compensation for a Change in Emission Scheme 160 41 EXPROPRIATION- NATIONALISATION 160 41.1 State's undertakings 160 41.2 Indemnification 161 41.3 Parties claiming to have been Confiscated 161 41.4 Dispute Resolution ln Respect to a Confiscation Dispute. 162 41.5 Coordination with Treaties. 162 42 INSURANCE 162 42.1 Principle 162 42.2 Risks covered 162 42.3 Political risk insurance 163 42.4 Self Insurance 163 42.5 Cessation of Self Insurance 163 43 EXCHANGE CONTROL, FOREIGN CURRENCY AND BANK lNG 164 OPERATIONS ( -lx- Other Exchange Control, Foreign Currency and Banking Operations. 164 43.1 43.2 Support for Cameroonian Financial Institutions 165 44 CONFIDENTIALITY 165 44.1 Confidentiality 165 45 SHARE OWNERSIDP AND OPERATION OF THE PROJECT COMPANIES 167 45.1 State warranties 167 45.2 State ownership of the Project Companies 168 45.3 State Interest 170 45.4 Additional State Interest 170 oflhe State Interest and Additional State Interest 171 45.5 Equity funding 45.6 Sale of State Interest and Additional State Interest l 7l 45.7 Third Party Equity 171 45.8 Role as State. 172 46 PROJECT FINANCE 172 46.1 Terms ofProject Finance 172 46.2 Assistance with obtaining Financing 172 46.3 Debt/Equity Ratio 172 46.4 Shareholder Guarantees 172 47 State project collllllittee 172 47.1 Composition and Purpose. 172 48 OTHER PROVISIONS. 175 48.1 Security. 175 48.2 Identification of Required Permits. 175 48.3 Renewal of Permits. 175 49 ASSIGNMENTS AND STOCK TRANSFERS 175 49.1 No Assignments by Project Companies. 175 49.2 Assignments by State. 175 50 ( FAILURE 175 \ -x- 50.1 Breach Event. 175 50.2 Notification of Breach 177 50.3 Penalties tor Delay Breach Events 177 50.4 State Step-In Rights 178 50.5 Termination for Breach 179 50.6 Payment of the financial penal lies 181 50.7 Sanctions 181 51 DAMAGES 181 52 Suspension of operations 181 52.1 Suspension 181 52.2 State's Right to Dispute Notice 182 52.3 Consequences of Suspension 182 52.4 Resumption 182 52.5 Continuing Obligations 182 52.6 Extension of delay 182 53 RENUNCIATION OF PROJECT LEASES OR MINING TITLES 183 53.1 Renunciation of the Project Lease 183 53.2 Renunciation of the Exploitation Permit 183 53.3 Rights of tbe State Upon Renunciation. 185 54 RIGHTS AND OBLIGATIONS AT THE END OF A PROJECT AGREEMENT 185 54.1 Condition of Project. 185 54.2 ITandback Requirements 186 55 FORCE MAJEURE AND LEGITIMATE CAUSE 188 55.1 Principle 188 55.2 Procedure 188 55.3 Extension of delay- Temrination of Project Agreerneoi 188 56 DISPUTE RESOLUTION 189 56.1 Amicable Settlement and Continued Perfom1ance 189 ( ·XI· cff Expert Procedure 189 56.2 56.3 Arbitration Procedure 191 56.4 Resolution of An Expropriation Dispute. 192 56.5 Stipulations Concerning Dispute Resolution 193 56.6 Resolution of 1\ Convention Compensation Dispute 193 57 future amendments 194 58 FURTHER DOCUMENTS AND ACTS 194 59 LEGISLATION lN FORCE 194 60 ENTIRE AGREEMENT 194 61 NO WANER 194 62 SEVERABILITY 194 63 PUBLIC ANNOUNCEMENTS 194 64 NOTICES 195 64.1 Method of delivery 195 64.2 Addresses 195 65 MODrFICATION 196 66 SIGNATURES 196 Annex I ACCESSION NOTICE 199 Annex n BF CONSTRUCTlON CONDITIONS 200 Annex Ill TARJFF FRAMEWORKS 201 Annex IV COLLECTIVE BARGAINING AGREEMENT 202 Annex V TAX DEPRECIATION SCHEDULE 203 Annex VI PROHIBITED IMPORTS 204 Annex VU FISCAL AND CUSTOMS REGIME 205 Annex vm MINE GATE VALUE DETERMINATION 211 Annex IX CERTAIN SHAREHOLDER PROVISIONS 212 \ ·XII· .. /?fi' l\'ffiALAM CONVENTION TION IS DATED NOVEMBER 29,2012 TITIS CONVEN BETWEEN: THE REPUBLIC OF CAMEROON, represented by the His Excellency Emmanuel BONDE, Minister of Industry, Mines and Technological Development, acting herein pursuant to the powers conferred upon him by the Prime Minister of the Republic of Cameroon, hereinafter referred to as the "State", AND CAM moN S.A., a societe anonyme registered under the Jaws of the Republic of Cameroon with a share capital of 1,200 shares, having its registered office at 2eme etage, Immeuble llibiscus, Avenue Charles De Gaulle, Hippodrome, Yaounde, Cameroon; registered on 27 April2005 with the Regislre du Commerce et du Credil Mobilier (RCCM) of Yaounde under number RC/YA0/2005/B/362, BP: 33 059, Yaounde, Republic of Cameroon; represented by Mr. Giulio Casella, acting herein in his of the Board of Directors and, Mr. Serge Asso'o Mendomo, acting herein in his capacity as Chaimtan capacity as General Manager, pursuant to a power conferred upon them by a resolution of Cam Iron's board of directors, hereinafter referred to as "Cam Iron". The State and Cam Iron being together referred to as the "Parties", and each, as a "Party". Considering Law No. 200!1011 of 16 April 2001, establishing a Mining Code as amended and supplemented by Law No. 2010/011 of29 July 2010 and decree No 20021648/PM of26 March 2002 defming the conditions of implementation of Law No. 2001/001 of 16 April2001. PREAMBLE The mineral deposits contained in the soil and subsoil of the territory of the State are and remain the exclusive property of the State. Considering the importance of the mining sector in the economic and social development of the Republic of Cameroon ("Cameroon"), the State, in the framework of its mining resource development programme, has decided to promote and stimulate foreign investment related to the exploration of said resources. In the context of this development plan, the State has granted to Cam Iron the Exploration Permit under which Cam Iron bas carried out exploration operations which confiruted the existence of iron ore deposits near the Mbalam village in the Eastern Region of the Republic of Cameroon. In progressing its exploration of the Exploration Permit and to provide certainly for its investment into the territory of the State. Cam Iron entered into the Framework Agreement with the State. Based on the findings of the Feasibility Study, Cam Iron considers tbat those iron ore deposits, would allow, on an economically profitable basis in compliance with the fiscal and customs provisions described in this Convention, the extraction of the Mbalam Ore as well as the construction of the on and export of said facilities required for the exploitation, processing, transformation, transportati Mbalam Ore, the Blended Ore and the Beneficiated Ore through an integrated system and in accordance with the Operating ~tandards set forth in the Project Agreements. ) page I 1 Therefore, Cam lron declared that it is able to: (i) carry out or instruct a Third Party to carry out Mining Operations in the Exploitation Area in accordance with the tenns and conditions set forth in this Convention, the Project Agreements and the Exploitation Permit; (ii} construct, or procure the construction of, and exploit, the Railway Facilities in accordance with the terms and conditions set forth in this Convention, the Railway Concession, the relevant Project Lease and the Railway Agreement; (iii) construct, or procure the construction of, and exploit, the Mineral Tenniual facilities in accordance with the terms and conditions set forth in this Convention, the Mineral Terminal Concession, the relevant Project Lease and the Mineral Tenniual Agreement; (iv) subject to the satisfaction of the matters referred to in Articles (ii) and (iii) above, provide Railway services and Mineral TenniuaJ services to Third Parties; (v) conduct, or procure the conduct of, the Blending Operations in accordance with the terms and conditions set forth in this Convention and the Blending Agreement; (vi) subject to the satisfaction of certain technical and economic criteria, construct, or procure the construction of, and exploit, the Beneficiation Facility in accordance with the terms and conditions set forth in this Convention and the Beneficiation Agreement; (vii) as the case may be, conduct, or procure the conduct of, and exploit, any other facility required for the Project in accordance with the tentlS and conditions set forth in this Convention and, where necessary, an Additional Specific Agreement (including procuring the conduct and construction of the Beneficiation Power Station); and (viii) carry on each of the foregoing activities (together, the "Project") at its own expense and risk or through a Projecl Company. either itself Having confirmed its commitment to undertake the Project under the terms and conditions set forth in this Convention, Cam Iron bas Gled an application for obtaining the Exploitation Permit under the conditions and according with the terms of sections 45 et seq. of the Mining Code, which was declared admissible. The Parties have convened, negotiated and agreed to this Convention, which is governed by the Legislation, subject to any contrary provisions or exemptions required, for the Project's needs, as may be authorised by the Enabling Law. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: SECTION I- GENERAL PROVISIONS DEFIN!TLONS Where capitalized, the terms and expressioJlS used in this Convention have the meanings ascribed to them below: Acceding Party means each of lhe Mine Project Company, the Railway Project Company and the Mineral Terminal Project Company and any other Project Company which will be acceding to this Convention in accordance with Article 6.4. pagel2 •• ' Acceptable Bank Rating means: (a) with respect to any bank based in the People's Republic of Chi1Ja, a long term credit rating of at least Baa3 (Moody's Investor Services, Inc.) or BBB (Standard and Poor's Ratings Group); (b) any bank with a physical presence in Cameroon that is under the supervision and regulation of the State's national monetary authority; and (c) with of at least BBB+ (Standard respect to any other financial institution, a long term credit rating and Poor's Ratings Group) or Baal (Moody's Investor Services, Inc.) unless otherwise agreed by the State. Accession Notice means the document attached as Annex I. Additional Facility Authorisation has the meaning ascribed to it in Article 19.1 (g). Additional Facility Request has the meaning ascribed to it in Articlel9.1 (b). Additional Roads means all land traffic lanes other than a Project Road. Additional Specific Agreement means any agreement entered into between the State and Cam Iron, a Project Company or any Subsidiary, as the case may be, and if agreed between those Parties, drawn up based on the BOOT model (where appropriate), detem1in.ing and setting the framework of the conditions of funding and building of any facility required for the purposes of the Project but which cannot be governed by any existing Speci ftc Agreement. Additional Spur Line means a standard gauge heavy haul railway, connecting the Mainline Railway to exploitation areas covered by a mining pemut other than the Exploitation Pem1it either within or outside the territory of the State but does not include the Initial Spur Lines or loading facilities at the relevant mine site. State Interest means the State interest described in Article 45.2(a)(ii). Additional Circumstances has the meaning ascribed to it ill Article 47.1.4(a). Adverse Aerodrome means the defined area on land within the Exploitation Permit on whicb there will be buildings, installations and equipment intended to be used either for the arrival, depa1ture and surface movement of aircraft authorized by a Project Company to utilize the Facilities, including passenger check-in areas, baggage handling facilities, customs offices, office space, ran1p access, security screening, aircraft parking and hangar facilities and other areas or facilities necessary for the efficient conduct of aviation activities. Aerodrome Agreement means the agreement relating to the use of the Aerodrome which shaJJ be concluded between the Mine Project Company, Cam Iron and the State. Aff'tliate means, with respect to an entity, any other entity which is Controlled by or under common Control with such entity. Annex means an annex to t.his Convention and Annexes means all annexes to this Convention. Application has the meaning ascribed to it in Article 32.1 2(a). Arbitration Procedure has the meaning ascribed to it in Article 56.3. Arms' Length Terms means the terms which would be agreed upon between knowledgeable and willing parties in an arms' length transaction. pagel3 Assets or Goods means, as the case may be, all assets and/or goods required for the Project Operations, including consumables, plant, equipment, materials, commodities, vehicles, fuel and hydrocarbons. Assignee means any Person directly or indirectly holding rights in the Project from any Project Company, the transfer to which Person was permitted in accordance with the of this Convention, the Project Agreements and the Finance Documents. provisions Auditors has the meaning ascribed to it in Article 30.2(a). Bank Guarantee means a guarantee in a fom1 acceptable to the State in its reasonable discretion issued by an independent bank with an Acceptable Bank Rating, whether or not located outside the territory of the State, for the amounts referred to in this Convention and Bank Guarantees mean those guarantees collectively. Beneficiated Ore means iron ore mined in the Exploitation Area which has been beneficiated in the Beneficiation Facility. Beneficiation means the process whereby the Mine Project Company concentrates or upgrades the Low Grade Ore from the Exploitation Permit and/or reduces the level of impurities thereof, by washing, drying, crushing or screening, or a combination thereof, by Beneficiated shall be construed accordingly. utilising the Beneficiation Facility and Beneficiation Agreement means the agreement to be ftnalized between the State and the Mine Project Company with regard to the design, construction, operation and maintenance of a Beneficiation Facility and associated facilities. Beneficiation Capac.ity Expansion Works means construction and related work performed on the Beneficiation Facility and requ.ired to increase the Initial Beneficiation Production Capacity or the lnterim Beneticiation Production Capacity, as the case may be. Beneficiation Election has the meaning ascribed to it in Article I 0.1 (j). Beneficiation Escrow Account has the meaning ascribed to it in Article I 0.9. Beneficiation Facility means the plant to be constructed which will enable the conduct of Beneficiation Operations (which, for clarification, excludes the Beneliciation Power Station) with an initial capacity equal to the Initial Beneficiation Production Capacity or Interim Beneficiation Production Capacity and, as the coruex1 requires, includes any expansion of that facility as contemplated by Article I 0.13. Beneficiation Feasibility Study has the meaning ascribed to it in Article 10.1 (d). Beneficiation Operations means the design, construction, operation and maintenance of a Beneficiation Facility. Beneficiation Power Station means either the gas fired or hydro power station which is to be constructed to generate the power to meet the power requirements of the Beneficiation Operations. Beneficiation Power Station Feasibility Study has the meaning ascnoed to it in Article IO.J(d). v page(4 Beneficiation Sector Good Practkcs refers to Good International Industry Practices, methods, techniques, standards, norms, and actions internationally followed for large-scale bulk commodity projects. Beneficiation Specifications means the specification that (i) the Beneficiation Facility be designed to eventuaUy produce thirty five miUion (35,000,000) Tonnes of Beneficiated Ore in any Calendar Year and the other detailed technical characteristics of the Beneficiation Facility, which must take into account the Beneficiation Sector Good Practices; and (ii) the Beneficiation Power Station be designed to always produce enough power to facilitate the Beneficiation Operations. BF Commissioning bas the meaning ascribed to it in Article l0.7(f). BF Commissioning Deadline has the meaning attributed to it in Article 10.7((). BF Construction Commencement Date has the meaning attributed to it i.n Article LO.IO(a). BF Power Station Construction Commencement Date has the meaning attributed to it in Article IO.IO{b). BF Construction Conditions means the conditions set forth in Annex 11. BF Construction Deadline bas the meaning ascribed to it in Article 10.7. Blended Ore means iron ore which results from the Blending Operations. Blending Agreement means the agreemem relating to the blending ofMbalam Ore with iron ore from the territory covered by the Nabeba Permit to be concluded between the Mine Project Company, Congo Iron and the Mineral Tenninal Project Company which will establish the provisions regarding the blending ofMbalam Ore and Nabeba Ore. Blending Operations means the operations relating to the industrial process whereby Nabeba Ore, and Other Ores {other than Nabeba Ore) (with the consent of the State) are blended with any Mbalarn Ore. which operations are carried out in accordance with the terms and conditions of this Convention, the Blending Agreement, and the Monitoring Agreement Blending or such similar agreements. Bonus Payment means a bonus payment under Law No. 2010/01 1 of29 July 2010 (to amend and supplement certain provisions of the Mining Code). Bonus Payment Holiday has the meaning ascribed to in Annex vn. BOOT means build, own, operate and transfer. Breach or Breach Event has the meaning ascribed to it in Article 50.1. Business Day means any day (excluding Saturday and Sunday) on which commercial banks are open for business in Yaounde in the territory of the State and with respect to the Reference Rate means any day (excluding Saturday and Sunday) on which commercial banks are open for business in London. Calendar Year means a period of twelve (12) consecutive months connnencing on 1st January and ending on 31st December the same year. Cameroon has the meaning given in the Preamble. page(S Cameroonian Bank.~ has the meaning given in Article 43.2. Cam Iron Share Transfer Agreement means the agreement to be concluded between the State and Cam Iron relating to the State acquiring fifteen percent (15%) of the share capital and voting rights of the Mine Project Company from Cam Iron. Cam Iron Representative has the meaning ascribed to it in either Article 18.22.2(a)(i) or 30.5.2(a)(i). Article Capital Gains Tax Holiday has the meaning ascribed to in Article Annex VII. CCJA means the Common Court of Justice and Arbitration. CEMAC means the Economic and Monetary Community of Central African States. CE-Dispute Notice has the meaning ascribed to it in Article 39.1. CE-Notice has the meaning ascribed to it in Article 39.1. Centre bas the meaning ascribed to in Article 56.2(a). CFA Franc means the currency which is the legal tender in the territory of the State. Change in Control has the meaning ascribed to it in Annex IX. Change in Emission Scheme meru1s: (a) the enactment or making of an Emission Scheme; or (b) a change in the way an Emission Scheme is applied or interpreted as a result of a binding decision of a court of competent jurisdiction or by a Governmental Entity responsible for administering the Emission Scheme, that occurs on or after the Change Notice. Law Event means the coming into effect of: Change in (a) any Legislation (other than the Enabling Law) enacted after tho Signature Date; (b) any modification (including repeal) of any Legislation existing on the Signature Date that comes into effect after the Signature Date; (c) any change referred to in this Convention as a "Change in Law;" (d) a change in the sales Tax imposed by the State and paid by a Project Company, any Contractor or any Subcontractor with respect to sales of goods purchased for the of the services contemplated under any of the Project Agreements; or performance in Tax imposed by the State and paid by a Project Company, (e) a new Tax or an increase any Contractor or any Subcontractor with respect to the performance of the services contemplated under any of the Project Agreements, including any Royalty or any Taxes measured by gross receipts; provided, however that new Taxes shall not or any of their agencies, include any Taxes imposed by a foreign government compliance with which, in accordance with the Operating Standards, materially interferes with, delays or increases the cost of performing the Project Operations. v page(6 It is specifically understood, however, that none of the following shall constitute a "Change in law Event": (I) any law, statute, code or regulation that bas been enacted or adopted on or before the Signature Date to take effect after the Signature Date; (2) the denial, delay in issuance of, or imposition of any term or condition in connection with. any Governmental Approval required for the Project Operations as a result of any Project Company's non-compliance with applicable Legislation relating to such Governmental Approval; (3) a change in the nature or severity of the actions typically taken by a Governmental Entity to enforce compliance with Legislation which was in effect as of the Signature Date; ( 4) any increase in any tines or penalties provided for under Legislation in effect as of the Signature Date provided such increases do not discriminate against the Project Companies; or (5) any act, event or circumstance that would otherwise constitute a Change in Law Event but that does not change the requirements imposed on any Project Company by the Operating Standards in effect as of the Signature Date. Cbange Notice has the meaning ascribed to it in Article 40.5(b). CIMA has the meaning ascribed to it in Article 42.1. Collective Bargaining Agreement means the agreement dated the Signature Date entered into between Cam Iron on the one hand and the trade unions designated therein, on the other band, (the Ministry of Labor and Social Security and the Ministry of Employment and Professional Training having also executed such agreement) with a view to determining the terms and conditions of recruitment, dismissal, organization of the working conditions, remuneration, professional training, health and safety of the personnel hired for the purposes of the Project, and all the obligations of which shall be restated separately by each Project Company in the Specific Agreement to which it is a party. Committee Response has the meaning ascribed to it in Article 47.1.5. Compensation Event means: (a) any applicable entry on the Project by the State pursuant to Article 6.S(c) and Article 6.5(d) (ten million (10,000,000) US Dollars per individual occurrence or twenty-five million (25,000,000) US Dollars over a rolling five (5) year period); (b) the circwnstances described in Articles 22.2 (twenty-five million (25,000,000) US Dollars over a rolling five (5) year period) and 22.3 (twenty-five million (25,000,000) US Dollars over a rolling five (5) year period); (c) any unreasonable delay in or denial of the issuance of a properly submitted application (or other petition) for a Governmental Approval required for U1e Project for which the Project Company has complied with all material requirements under applicable Legislation, which delay is not caused by a Project Company Fault, and which continues for sixty (60) Days follo,ving notice of such unreasonable delay or denial by the applicable Project Company to the State Project Conunittee (or such , 17'er time to the extent U1e failure to respond would materially affect Project V pagep Q- ~ Operations) (twenty-five million (25,000,000) US Dollars over a rolling five (5) year period); (d) a Change in Law (fifty million (50,000,000) US Dollars over a rolling five (5) year od) and Article 40.6 (filly million (50,000,000) US Dollars over a rolling five (5) peri year period); (e) Article 41.2 (ten million (10,000,000) US Dollars over a rolling five (5) year period) (Confiscation); (f) a State Fault (twenty-five million (25,000,000) US Dollars over a rolling five (5) year period); or (g) any other event referred to in this Convention as a "Compensation Event," (teo million (10,000,000) US Dollars per individual occurrence or such other amount as speci fled therein), in each case as adjusted by the lnflation Adjustment. Compensation Event Notice has the meaning ascribed to i1 in Article 47.1.5. Conditions Precedent mean the conditions precedent describ<..'islation), order, circular, regulation (including any document relating to health, safety and Environment matters), case law, any administrative act of a regulatory or individual nature, decree, act, regulation directly applicable in the territory of the State and/or such as promulgated, published, voted or ratified by any Governmental Entity; including any variations, modifications, amendments, novations or re-entry into force of said texts, as well as any permits, licenses, authorisations, approvals and consents, injunctions or any final and non- to appealable judgment directly applicable to the relevant party, delivered or decided pursuant these texts and issued by any Governmental Entity, or any jurisdiction of the State or he CCJA). For the avoidance of doubt, "Legislation" supranational jurisdiction (including t shall include the Enabling Law, once enacted. Legitimate Cause means: (a) a Project Agreement, Project Lease or Exploitation Permit or any other pemtit or authorisation not being delivered or renewed, being revoked, modified, withdrawn, cancelled, or suspended, in each case, resulting in a Material Adverse Effect, other than where such non-issue or non-renewal, revocation, modification, cancellation or or such withdrawal is the consequence of a non-performance or a breach suspension by Cam Iron or a Project Company of its contracrual or regulatory obligations, the effect of exercise of the State's Reserved Rights or a result of a failure by Cam Iron or a Project Company to properly file or renew such permit or authorisation; (b) any Change in Law that has a Material Adverse Effect, other than where such Change in law occurs under the non-discriminatory application of the Legislation to companies carrying out the same or similar business as undertaken by any Project Company; or (c) a breach by the State of any material obligation under this Convention, a Specific Agreement an Additional Specific Agreement, or the Legislation that has a Material Adverse Effect. Lender means any bank, national or international financial institution, export credit agency, any credit insurer or other establishment having granted to Sundance, Cam Iron or a Project Company a commercial credit, a loan, bonds or a financing or refinancing relating to the on capital markets or otherwise, as well as their authorised assigns, agents, trustees, Project auditors and assignees (excluding Cam Iron, the Shareholders or any Subsidiary of the any other lender providing debt to a Project Company in connection with the Shareholders' or funding of capital needs in connection with the Additional State Interest and the exercise by the State of the right to borrow funds for capital calls on that equity), including the financing or refinancing of all or part of the operations and infrastructures situated outside the territory of the State provided that said operations and infrastructures relate to or are physically coMected with all or pan of the Project Operations. LIDOR means the London Inter-Bank Offer Rate of three month US Dollar deposits which appears on the Telerate page 3750, or equivalent successor to such page, as of 11:00 am London time, on the original due date of the overdue amount. Loan Carry Cap has the meaning ascribed to it in Article 45.4(h). page I 15 Loss means any loss, liability, damage, penalty, charge or out-of-pocket and documented cost or expense or increase thereof. For the avoidance of doubt, all actual payments reasonably made by any Person to third parties or reasonable out-of-pocket and docwneoted costs or expenses actually suffered or incurred by any Person in respect of Claims made by third parties shall constitute Losses of such Person. Losses shall not include indirect and consequential damages inducting lost opportunities and lost profits. Low Grade Ore means ltabirite hematite ore containing between thirty to fifty percent (30- 50%) Fe and Si02 ranging from thirty-seven to filly-three percent (37% to 53%) with acceptable characteristics to aJJow the ore to be Beneficiated producing a concentrate with approximately sixty-five percent (65%) Fe. Main Contractor or Main Subcontractor means respectively a Contractor or a Subcontractor which delivers mining, rail transportation or mineral terminal services to, respectively, the Project Companies or a Contractor for the purposes of the Project under the conctitions defined in this Convention and in the Specific Agreements and Additional Speci fie Agreements and (i) of which fifty percent (50%) of the work force is employed or used for the needs of the Project in the relevant year or (ii) qualifies as a Qualified Contractor or a Qualified Subcontractor. Mainline Railway means a standard gauge heavy haul mainline railway, between the Initial Junction and the Mineral Terminal Area including the unloading facilities (rocker) and related conveyors, as well as all connected infrastructures, inducting, railroad fills and ballast, railways, works associated with the railways (inclucting bolsters, passing tracks, loops, works on or underneath the tracks, supports, including supports for machinery or items associated with the use of a railway, tunnels, bridges, culverts, train control systems, signalling systems, warning systems, track machinery and other apparatus), stations, sheds, rollcng stock, facilities and equipment designed for the maintenance of rolling stock, communication systems, buildings, offices, workshops and material, machinery and equipment related thereto, loops and loading and unloacting tracks, terminal stations, marshalling yards, depots, weighbridges, dwellings, earthworks and concrete works, ballast wagons, temporary shelters, wells, supply networks, power plants, power and transmission lines and pipelines. Marketing Agreement means the agreement relating to the Marketing Operations which shall be concluded between the Mine Project Company and the Marketing Company. Marketing Company means a company in which the State does not have an equity interest. and a~ a party to the Marketing Agreement, is in charge of the Marketing Operations. Marketing Operations means: (a) lbc commercial, logistical, technical and quality assurance operations for Marketing of the Sale Products; (b) Marketing of the Sale Products; and (c) assumption of credit risk associated wilb the buyer of the Sale Products, carried out in accordance with the tenns and conditions of this Conveolion and the Marketing Agreement. Marketing of tbe Sale Products means: (a) the purchases of all Products and Nabeba Ore; and '. page I 18 (b) the sales and marketing of the Sale Products inside or outside the temt.ory of the State, in order to produce income for the Mine Project Company. Effect means an effect on: M atcrial Adverse (a) Project Operations; or (b) the real property, securities. assets or economic, financial or legal situation of Cam Iron, or a Project Company under a Project Agreement or a Finance Document, which (i) is, or would reasonably be expected to be, material and adverse to: (A) the business, results of operations, or condition (financial or otherwise) of Cam Iron and the Project Companies, taken as a whole; (B) the legality, validity or enforceability of the Project Documents taken as a whole; (C) the ability of State to perform its material obligations under the Project Agreements taken as a whole or (D) lhe ability of lhe Project Companies to perform lhcir material obligations under lhe Project Agreements taken as a whole. Mbalam Ore means all iron ores produced from the Exploitation Area including the High Ore and the Low Grade Ore. Grade Mine Commissioning means the wet commissioning of Mining Facilities associated wilh the Mining Operations (other than the Beneficiation Operations). Mine Gate Value means the methodology described in 0 for the value of the Product. Mine Loading Area means the area within the Exploitation Permit designed for the loading of the Mbalam Ore into railway wagons for the purposes oftransport using the Railway. Mine Project Company refers to the Project Company established by Cam Iron which will acced.e to the Exploitation Pemut and the provisions of this Convention, and be in charge of Mining Operations. Mine Project Company General Bank Guarantee has the meaning ascribed to it in Article 31.1. Mine Project Company Environmental Bank Guarantee has the meaning ascribed to it in Article 29 .2.1 . Mine Project Company Shareholders' Agreement means the shareholders agreement relating to the rights and obligations of the shareholders of the Mine Project Company, a non- exhaustive list of the material terms of which are set out in Annex X that shall be concluded between the shareholders of the Mine Project Company. Mineral Terminal means the mineral tenninal dedicated to the Project, which consists ofthc Mineral Terminal Facilities, located in the Mineral Tenninal Area, the building and operation of which is entmsted to the Mineral Terminal Project Company, under the responsibility of Cam !ron, in accordance with the provisions of this Convention and the Mineral Tenninal Agreement. Mineral Terminal Agreement means the agreement relating to the Mineral Terminal Operations which shall be finalized and concluded between the State, the Mineral Terminal Project Company and the Kn'bi Port Authority in the presence of Cam Iron and shall conlain a description of the assumptions and priociples related to the Design Capacity and the operations of the Mineral Terminal. page(H Mineral Termina.l Area has the meaning ascribed to it in Article 13.2. Mineral Tenninal Commissioning has the meaning ascribed to it in Article 13.1 (i). Mineral Tenninal Concession means a concession granted by appropriate authority and the terms of which are set out in the Mineral Terminal Agreement. Mineral Terminal Facilities means any infrastructure necessary for the collection, handling, storage, reclaiming, loading onto ships and export of the Sale Products, and collection of the Goods and goods for other Third Party mining operations including Nabeba Goods, before railing to the Exploitation Area or mine belonging to a Third Party including to the Nabeba Permit and loading of those onto railway wagons but excluding the Mainline Railway, the Project Roads, the Additional Roads, the unloading facilities (rocker) and conveyors but may include: (a) rail, waste retention ponds, dwellings, workshops and storage areas, offices, collection depots and iron ore storage sheds, iron ore storage and recovery facilities, equipment for processing and blending products, platfonns and material loading facilities, a pier and berths for loading omo the ships, ship loaders, material handling tools, dust-suppression equipment, product sampling stations and tools, product weighing stations, chemical and metallurf,>ical tcsl.ing laboratories, customs facilities, earthworks and associated concrete units, roads, bridges, supply systems, gas, petroleum and water transportation pipelines, borrow material and quarries, manufacturing facilities necessary for the production of material for construction and/or the Project Operations, a power plant, transmission lines, water supply systems for industrial water and supply networks, airstrips, medical facilities, material collecti on facilities, material, equipment and consumables and hydrocarbon collection faci lities, hydrocarbon storage facilities, all of these being owned by or leased to Cam Iron or a Subsidiary or Contractor or occupied or used by same and necessary for completion of the Project; (b) temporary facilities; and (c) moorings; (c) the channel, breakwater, ship passing areas, navigational aids and boathouses. Mineral Terminal Operations means: (a) the design, construction, operation and maintenance of the Mineral Terminal Facilities, including the loading on board of the export ships, unloading of import ships and storage of cargoes carried out in accordance with the terms and conditions of this Convention and the Mineral Terminal Agreement, and (b) the Blending Operations, carried out in accordance with the terms and conditions of this Convention, the Blending Agreement and the Mineral Terminal Agreement. Mineral Terminal Operations Agreement has the meaning ascribed to it in Article 13.5. Mineral Terminal Project Company means the Project Company established by Cam Iron at the Date of Entry into Force, and party to the Mineral Terminal Agreement. in charge of the Mineral Terminal Operations and Blending Operations. Mineral Terminal Project Company Environmental Bank Guarantee has the meaning ascribed to it in Article 29 .2.1 ). page j 18 '· v Mineral Terminal Project Company Share Transfer Agreement means the agreement relating 10 the State acquiring fifteen percent (15%) of the share capital and voting rights of the Mineral Tenninal Project Company to be concluded between the State and the Mineral Tenninal Project Company. Mineral Terminal Project Company Shareholders' Agreement means the shareholders' agreement relating to the rights and obligations of the shareholders of the Mineral Terminal Project Company, a non-exhaustive list of the material terms of which are set out in 66(c)Anncx IX and shall be concluded between the shareholders of the Mineral Terminal Project Company. Mineral Terminal Services Agreement means the services agreement concluded between the Mineral Terminal Project Company and either the Mine Project Company or other Third contracting to utilise the services of the Mineral Terminal Project Company which may Party include a description of the tariffs to be charged by the Mineral Terminal Project Company. Mineral Terminal Specifications means the broad specifications which will be detailed in the Mineral Tenninal Agreement. and which will describe the technical requirements of the Mineral Terminal Facilities that the Mineral Tenninal Project Company will need to meet while carrying out the Mineral Terminal Operations. Minimum Annual Beneficiated Ore l'roductioo means a mJuimum of eleven (It) million Tonnes of Beneficiated Ore from the Beneficiation facility in any Calendar Year (or a pro rata portion of such tonnage based on the number of applicable Days in such Calendar Year) commencing on the date that is twelve (12) months following the BF Commissioning. Minimum Annual Ore Production means the mJuing and selling of a minimum of twelve (L2) million Tonnes of High Grade Ore from the Exploitation Area in any Calendar Year, conunencing in the Calendar Year post Project Commissioning. Mining Code means Law No 2001/001 of 16 April 200 I as amended and supplemented by Law No 20 I 0/0 II of 29 July 20 I 0. as it may be further amended or supplemented from time to time. Mining Code Implementing Decree means decree No 20021648/PM of 26 March 2002 setting the conditions for implementation of Law No 001-2001 of 16 April2001. Mining Facilities means all tacilities constructed or operated within the Exploitation Area which are used for the mining, crushing, screening and processing and, after BF Conuuissioniug, the Beneficiation of Mba lam Ore, water treatment and storage, transmission lines and storage facilities as well as necessary supporting infrastructure including conveying and load out facilities and accommodation facilities required to produce the Mbalam Ore for transportation to the Mineral Terminal Facility. Mining Legislation means, collectively, the Mining Code and the Mining Code Implementing Decree. Mining Operations means: (a) the design, construction, operation and maintenance of the Mining Facilities, including dismantling and rehabilitation of the said Mining Facilities; of the Mbalam Ore; (b) tbe extraction, through any process, (c) Beneficiation Operations; v page 119 (d) the development, handling, transportation and storage of Mbalam Ore and Ore within the Exploitation Area; Beneficiated (e) an investigation aiming to localise and assess mineral substance deposits located within the Exploitation Area; and (t) the rehabilitation of the Exploitation Area, carried out under the Exploitation Pennit and under the tenus and conditions of this Convention and the applicable Project Agreements. Minister refers to, at all times, the Minister of the State in charge of mines. Ministry refers to, at all times, the ministry of the State in charge of mines. Ministry of Labor refers to, at all times, the ministry of the State in charge of labor. Monitoring Agreement- Blending means the agreement relating to the rights of the State to review the Blending Operations and the rights of the Mine Project Company and Congo Iron to be protected from discriminatory or disproportionate treatment with regard to Blending operations. Monitoring Agreement - Marketing means the agreement relating to Marketing Operations and the rights of the State to review lhose operations. Monitoring Agreement - Treasury means the agreement relating to Treasury Operations and the rights of lhc State to review lhose operations. Nabeba Assets or Nabeba Goods means, as the case may be. all assets and/or goods required for the Nabeba Project including consurnables, plant, equipment, materials, commodities, vehicles, fuel and hydrocarbons. Nabeba Convention means the convention relating to the Nabeba mining project which is to be located oo the area covered by the Nabeba Pennit, which convention is to be concluded between Congo Iron and the Republic of Congo. Nabeba Ore means aU iron ores produced from the area covered by the Nabeba Permit. Nabcba Permit the areas covered by the Mineral Permit, Decree 2007-362 and Decree 2007- 363 of2"d August 2007 and renewal Decrees 2011-280 and 2011-281 of5 April2011 over the Nabela-Bamegod and lbanga penn its in the Sangha region of the Republic of Congo. Nabeba Project means the mining project which is the subject matter of the Nabeba Convention and Nabeba Pennit. Notification of Breach has the meaning ascribed to it in Article 50.2(a). Official Gazette means the Official Gazette of the State. OHADA is the French acronym for "Organisation pour I'Harmonisatio11 du Droit des Affaires en Afrique" (Organisation for the Hannonisation of Business Law in Africa) and currently comprises 16 Member States. TI1e organisation was established on 17 October 1993 by a treaty signed in Port Louis (Mauritius), wbich was amended on 17 October 2008, by the Treaty of Quebec. pagof20 OHADA Act means any uniform act which has been adopted by OHADA as modified from time to time, each governing a specific matter and which are directly applicable in tl1e territory of the State. Operating Standards means all coostruction, management, operational, technical and ds applicable to Cam Iron and the Project Companies under any Project performance standar Agreement, including the Specifications, and if no standard is specified, then internationally recognized practices used in large mining and infrastructure projects (including any applicable international envirorunental standards) and compliance with Legislation and not inconsistent with Good lntemationallndustry Practices (unless the Legislation conflicts with Industry Practices, in which case the Legislation shall control). Good International Ordinary Force Majeure means, with respect to either Party, any event or circumstance external for the affected Party, independent of its will, reasonably unforeseeable and outside its reasonable control, that prevents the Pa1ty invoking it from pcrfonning its statutory or regulatory obligations as well as its obligations under this Convention and any other Project Agreement to which it is a party, where such Party bas taken all reasonable measures in order to avoid or mitigate the effect of such event or circumstance on the ability of the Party to other Project Agreement to which it is perform its obligations under this Convention and any a party and, provided that, this event or circwnstance is not the direct or indirect result of a breach or non-performance by such Party of any of its statutory or regulatory obligations or of its obligations under this Convention and any other Project Agreement to which it is a party. Without limiting the generality of the foregoing, it is expressly agreed between the Parties that the definition of Ordinary Force Majeure includes, to the extent that they satisfy the of the foregoing paragraph, the following events: requirements (a) earthquake, fire, tsunami, flood, cyclone., typhoon, tornado or other natural disaster; and (b) tmforeseeable and uninsurable accidents not attributable to the Party affected by the Ordinary Force Majeure Event, each such event or circun1stance being an "Ordinary Force Majeure Event": the intent of the Parties is that the expression Ordinary Force Majeure should be construed in closest possible compliance with customary international law principles and practices, in particular the United Nations International Law Corrunission. that recognized by Other Ores means any iron ore (whether direct shipping ore or processed ore) that is mined of the territory of the State and brought into the territory of the State for transport and outside which shall include tbe Nabeba Ore but exclude the Mba lam Ore. shipment, Parties means all of the parties to this Convention, and, as applicable. to any Project Agreement, and Party means any one of them. Permit Withdrawal Breach or Permit Withdrawal Breach Event has the meaning subscribed to it in Article 50.1.1. Person means any individual (including, the heirs, beneficiaries, executors, legal or administrators tbereot), corporation, partnership, joint venture, trust, limited representatives liability company, limited partnership, joint stock company, unincorporated association or other entity or a Governmental Entity. Platts means a division of the McGraw-llill Companies and is a provider of energy and metals information and a source of benchmark price assessments in the physical energy pagel21 markets (or a similar source if Platts does not provide applicable benchmark price assessments or is no longer providing such information). Political Force Majeure means: (a) an act of war (whether declared or not), invasion, armed conflict, act of foreign enemy or blockade or any epidemic, in each ease within or directly affecting the State; (b) an act of rebellion, riot, nationwide strikes or strikes of a political nature, acts or campaigns of terrorism or sabotage (or credible and imminent lhreats thereof) occurring within the territory of the State; (c) any event expressly identified as a "political force majeure event" under a Specific Agreement; or (d) any closing by the State of a border terminal through which iron ore is transported into the territory of the State (including the Congo Border Terminal), each such event or circumstance being a "Political Force Majeure Event", provided however, that such event or circumstance prevents the Party invoking same from perfonning any statutory or regulatory obligation as well as any obligation under the Project Agreement to which it is a party, where such Party has taken all reasonable measures in order to avoid or mitigate the effect of such event or circumstance on such Party's ability to perform its obligations under the Project Agreement to which it is a party. Positive Bcncflciatiou Determination has the meaning ascribed to it in Article 10.1{1). Positive Economic Feasibility Determination has the meaning set forth in Article 18.l3.2(d)(ii)(l). Positive Technical Feasibility Determination has the meaning ascribed to it in Article l8.13.2(d)(ii)(l). Power Plant means any power plant, including the Beneficiation Power Station, to be built and/or contracted to produce the power required for the Mining Operations. Products means: (a) the Mbalam Ore produced on tl1e Exploitation Area; Ore produced from the Mineral Tem1inal Area; and (b) the Blended (c) the Beneficiated Ore produced from the Beneficiation Facility. Project has the meaning ascribed to it in the preamble of this Convention. Project Agreemenl(s) refers to, collectively, this Convention, the Specific Agreements, the Marketing Agreement, the Treasury Agreement, the Railway Haulage Agreement, the Mineral Terminal Services Agreement, the Monitoring Agreement ·Blending, the Monitoring Agreement - Marketing, the Monitoring Agreement - Treasury. the Collective Bargaining Agreement, the Exploration Permit, the Exploitation Permit and, individually, any one of these documents and any other agreement, certificate or document entered into, issued or created in connection with the Project. v page 122 - Project Agreement Termination Certificate means the certificate in a form agreed to by the to be issued pursuant to Article 54.2.5(b ). Parties Project Area means any surface area within U1e territory of Stale, including the Exploitation Area, the Railway Area and the Mineral Terminal Area, over which a Project Lease is granted or more of the Project Companies. to one Project Commissioning means whichever date occurs last between the foUowing three (3) dates: (a) the date Mine Commissioning occurs; (b) the date Railway Commissioning occurs; or (c) the date Mineral Terminal Commissioning occurs, as acknowledged jointly by the Parties through the issuance of the last of the Findings of Compliance and the effective occurrence of the Date of First Commercial Shipping. Project Company or Project Companies means: (a) Cam Iron, the Mine Project Company, the Railway Project Company and the Mineral Tenninal Project Company or any Subsidiary responsible for any part of the Project Operations of which it is in charge in accordance with the terms of this Convention and in which the State held or holds (with the exception of Cam Iron), at any Lime, an interest of at least fifteen percent (15%) or; (b) any other entity that is a party to a Project Agreemem that expressly provides for such entity to be treated as a Project Company. Project Company Fault means: (a) a breach by Cam Iron, a Project Company or any Subsidiary of a Project Company of any of its material obligations under any Project Agreement or Legislation; (b) a breach of any material representation or warranty made by Cam Iron, a Project Company or any Subsidiary of a Project Company under any Project Agreement; (c) wilful misconduct of Cam Iron, a Project Company, a Project Company Person or any or a Project Company; or Subsidiary (d) a grossly negligent act or omission of Cam Iron, a Project Company, a Project Company Person or any Subsidiary of a Project Company. Project Company Interest means the interest, benefits and rights of a Project Company in the Project created by the applicable Project Agreement and the rights and obligations of such Project Company in such Project Agreement. Project Company Person means: (a) any director, officer, employee or agent of Cam Iron or a Project Company in each as such; or case acling (b) any Contractor. any Subcontractor and any representative, advisor (including any legal and financial advisor) of Cam Iron or any Project Company, in any such Person's capacity as a provider of services directly or indirectly to Cam Iron or such Project Company in co•mection with the Project. page 123 Project Contract(s) refer(s) to, collectively the Mineral Terminal Services Agreements and Railway Haulage Agreements, including any Expansion Contract and, individually, any one of these documents. Project Economic Model is the financial model which the Parties have agreed is their best understanding of the economics of the Project as of the Signature Date including the assumptions on which the financial model has been prepared, as the same may be updated pursuant to the terms of this Coovemion. Project Facilities means the Mining Facilities, the Mineral Temtinal Facilities and the Railway Facilities as well as any other facility which may be built in accordance with the tenns and conditions set forth in Article 19.1 of this Convention. Project Lease means: (a) a long-tenn lease entered into by a Project Company with the Stale in accordance with this Convention ainting at the use and occupation of the land, river-beds and seabeds required for the purposes of the Project; or (b) in case a long-tenn lease as referred to in paragraph (a) of this definition cannot be implemented, any public domain Temporary Occupation Authorisation granted by the State and/or a Governmental Entity to a Project Company on the land, river-beds and seabeds and having the same purpose as that mentioned in paragraph (a) of this definition. Project Lease Request means a request to the State by a Project Company to enter into a Project Lease in form and substance which is typical in the territory of the State and tS otherwise to be agreed to by the Parties. Project Operations means the Mining Operations and the Connected Operations. Project Parties has the meaning ascribed to it in Article 56.3(b) Project Roads means all unsealed roads constmcted by a Project Company which are required for the Project in accordance with the provisions of this Convention, a Project Agreement and a Project Lease and where the context permits, includes all unsealed roads constructed by: Project Company for the support of Mining Operations; (a) the Mine (b) the Mineral Terminal Project Company for the support of Mineral Terminal Operations; and Project Company for the support of the Railway Operations. (c) the Railway Project Road Adjacent to the Railway means the Project Road built and located along the Mainline Railway, under a specific Project Lease, by the Railway Project Company for, but not limited to, the Project needs, in accordance with the provisions of this Convention and the Railway Agreement; provided, that a portion of such Project Road set forth in the Road Plan shall become a Public Road and cease to be a Project Road following completion of the construction of the Railway and the metallic surfacing of the applicable portions of such Project Road in accordance with the Road Plan. page 124 ~I Project Road Specifications means the specifications attached as an annex to the Road Agreement, containing all the technical requirements of the Project Roads that a Project will need to meet while carrying out the Road Operations. Company Protocol has the meaning ascribed to it in Article 32.12(c). Promulgation Decree means the decree promulgating the Enabling Law. Proposed Expansion Schedule has the meaning ascribed to it in Article I 0.13( d)(i). Public Roads means those roads and bridges within the territory of the State that are designated by the State for public use including the applicable portion of the Project Road Adjacent to the Railway set forth in the Road Plan following completion of the construction of the Railway and the metalHc surfacing of such appHcable portion of the Project Road Adjacent to Railway. Qualified Contractor means pre-approved contractors agreed to by the State and Cam Iron prior to the Date of Entry into Force or any other person or entity that has the independence, teclmical and financial resources to perfom1 the obi igations to be assigned to it and is reasonably experienced in performing such obligations and, with respect to those contractors and subcontractors which report directly to a Project Company and will receive aggregate payments in excess of two hw1dred and filly million (250,000,000) US Dollars (without reduction for anticipated subcontracting) (adjusted by the lnt1ation Adjusunent) to which the State has provided its prior written consent which will not be unreasonably withheld: provided that such consent will be deemed to have been given if the State does not respond to notice requesting approval of a contractor within forty-five (45) Days of the delivery of the notice. Quadripartite Agreement means the agreement contemplated to be entered into an10ng the State, the Republic of Congo, one or more Project Companies and Congo Iron relating to, ofNabeba Ore into the territory of the State before export and, among other things, the import the transport through the State ofNabeba Assets for usc in the Nabeba Project. Quarter means the three (3) month period of a Calendar Year ending on 31 March, 30 June. 30 September or 31 December. Railway means the railway dedicated to the transport of iron ore and goods and assets related to the mining of iron ore, including the Railway FaciHties, located within the Railway Area. the completion of which has been entrusted to the Railway Project Company, uuder the responsibility of Cam Iron, in accordance with the provisions of this Convention and the Railway Agreement. Railway Agreement means the agreement relating to the Railway Operations which shall be finalized and concluded beiWecn the Slate and the Railway Project Company in the presence of Cam Iron and may include the indication of the Initial Junction and Initial Spur Lines, Railway Area and Railway Specifications and shall contain a description of the assumptions and principles related to the Design Capacity and the operations of the Railway. It is anticipated that the Railway Project Company will have the right to operate the Initial Spur Line and on above rail simmer from the Congo Border Temt.inal to the mine on the Nabeba Permit. Railway Area has the meaning ascribed to it in Anicle 12.1.2(a). Rail way Commissioning has the meaning ascribed to it in Article 12.1 .I (i). v pagel25 Railway Concession means a concession granted by the appropriate authority and the tenus of which are set out in the Railway Agreement. Railway Facilities means the Mainline Railway, the Initial Spur Lines and, as the case may be, one or more other Additional Spur Line(s). Railway Haulage Agreement means the services agreement which shall be finalised and concluded between the Railway Project Company and the Mine Project Company or oth.er party contmcting with the Railway Project Company which may include a description of the tariffs to be charged by the Railway Project Company. Railway Operations Agreement has the meaning ascribed to it in Article 12.2.2(a). Railway Operations means the design, construction, operation and maintenance of the Railway Facilities, carried out in accordance with the terms and conditions of this Convention and the Railway Agreement. Railway Project Company means the Project Company Controlled by Cam Iron at the Date of Entry into Force, and party to the Railway Agreement, in charge of the Railway Operations. Railway Project Company Share Transfer Agreement means the agreement to be entered into whereby the State acquires fifteen percent (15%) of the share capital and voting rights of the Railway Project Company. Railway Project Company Shareholders' Agreement means the shareholders' agreement relating to the rights and obligations of the siw'eholders of the Railway Project Company, a non-exhaustive list of the material tenns of which are set out in Annex X and shall be concluded between the shareholders of the Railway Project Company. Rnitway Specifications means the specifications which will be detailed in the Railway Agreement and which will describe the technical requirements of the Railway Facilities that the Railway Project Company will need to meet while carrying out the Railway Operations. RCCM means Registre du Commerce et du Credit Mobilier established by the Uniform Act on Commercial Companies. Reference Rate means the three-month US Dollar LffiOR (variable) rate, as it appears on the Telerate screen as of 11:00 a.m. (London time) two (2) Business Days (London marketplace) prior to the fust (I") Day of the relevant period. Telerate screen means page 3750 of the Dow Jones Telerate Monitor Service or such other page as may replace page 3750 for US Dollar deposits; where the Reference Rate is said to be increased by x%, the interest rate shall be calculated by addition of the LIBOR rate to the amount displayed; where the Reference Rate is said to be increased by x basis points, the interest rate shall be calculated by addition of the LIBOR rate to the basis points, it being understood that one hundred (1 00) basis points equal one percent (I%). Rehab Escrow Account bas the meaning ascribed to it in Article 29.2.1. Rehab Escrow Agreement bas the meaning ascribed to it in Article 29.2. I. Event means the occurrence of any of the following events or circumstances: Relief (a) a Change in Law Event; pag&l26 (b) compliance by the Project Company, pursuant to the Reserved Rights or otherwise, with an order or direction by police, fire officials, anned forces or any comparable public authority having the legal authority to make such order or give such direction; (c) an official or unofficial strike, lockout, work rule or other labor dispute by (i) public sector employees, or (ii) private sector employees (other than employees of a Project Company, a Contractor or a Subcontractor that are working at the Project Area: (A) which (I) is regional or national in nature and affects the mining, construction, building maintenance or facilities management indusll)' generally or (2) takes place at a faciHty manufacturing materials or equipment for the Project and is not directed at the Project, and (B) which lasts for more than thirty (30) Days in the aggregate; (d) the preemption, confiscation, diversion, destruction or other interference in possession or pcrfonnance of materials or services by a Governmental Entity in connection with a public emergency or any condemnation or olhcr taking by eminent of any material portion of lhe Project; domain (e) the issuance of an injunction or any other final order by a court of competent jurisdiction other than as a result of a reasonable determination by the issuer that such action was appropriate, with lhe result lhat the State or lhe Project Company becomes unable to perfmm its material obligations under the Convention or applicable Project Agreement; (f) the closure, due to an accident, construction or olherwise, of a road necessary for direct access to the Project through exercise of the State's Reserved Rights; (g) the performance of maintenance lhat cannot be performed under the Operating Standards without affecting the provision of services under the Mineral Terminal Services Agreement and Railway Haulage Agreement and the relief for which is in advance by the State in writing; approved (h) any unreasonable delay in or denial of the issuance of a properly submitted application {or other petition) for a Govemmental Approval required for lhe Project for which the Project Company has complied with all material requirements under applicable Legislation, which delay is not caused by a Project Company Fault, and (60) Days following notice of such wueasonable delay or which continues for sixty denial by the applicable Project Company to the State Project Conunittce (or such lesser time to the extent the failure to respond would materially affect Project Operations); (i) a State Fault; or (j) any other item expressly identified as a Relief Event in a Project Agreen1ent, in each case, the response to which or compliance wilh whicb, in accordance with the or increases the cost ofperfonning the Operating Standards, materially interferes with, delays, Project Operations, provided, that. none of lhe foregoing shall be deemed a Relief Event if it arises from or is materially contributed to, directly or indirectly, by any Project Company Fault. Relief Event Notice has the meaning ascribed to it in Article 38.1.1, Remedial Period has the meaning ascribed to it in Article 50.2(a)(ii). v page(27 Rcport(s) refers to, on an individual basis, any one of the reports specified in Article 30.3 and, collectively, all of such reports. Representative means, with respect to any party, any director, officer, employee, official, (or any agent or trustee acting on its behalf), partner, member, owner, agent, lawyer, lender accountant, auditor, professional advisor, consultant, engineer. contractor, other Party for whom such Party is responsible at law or other representative of such Person and any professional advisor, consultant or engineer designated by such Person as its "Representative.'' Request has tbe meaning ascribed to it in Article 56.2(a). Re serve Expansion Capacity has the meaning ascribed to it in Article 0. Reserved Rights bas the meaning ascribed to it in Article 6.5. Road Ag.reemeot has the meaning ascribed to it in Article 14.1. Road Operations means the design, construction, operation and maintenance of the Project Roads, carried out in accordance with the terms and conditions of this Convention and of a Project lease, as the case may be. Road Plan has the meaning has the meaning ascribed to it in Article 14.1. Rosters means a work scheme that includes a ratio of a number of work days/weeks and a of days/weeks leave. number Royalty means the paymem calculated in accordance with Article 34. Sale Products means: (a) tbe Products; and (b) Nabeba Ore. Services Application means an application for Mineral Terminal services or Railway haulage services sent by Mine Project Company, Congo fron or any Third Party to an Expansion Project Company and the State. Services Application Window means a period commencing on the date that an invitation is pubushed pursuant to Article 18. 7(b) and ending on the date that is forty five ( 45) Days thereafter. Services Feasibility Study means a teclmical, commercial and economic feasibility study of the provision of Mineral Terminal services, and the provision of Railway haulage services, as applied for under a Services Application. Share Transfer Agreement or Share Transfer Agreements mean one or more of the Cam Iron Share Transfer Agreement, Mineral Terminal Project Company Share Transfer Agreement and the Railway Project Company Share Transfer Agreement. Shareholder means any entity other than tl1e State that holds one or more shares in any Project Company. v page 128 Shareholders' Agreements mean the Mine Project Company Shareholders' Agreement, Lhe Mineral Terminal Project Company Shareholders' Agreement and the Railway Project Company Shareholders' Agreement. Scheme has the meaning ascribed to it in Article 4.1 ( d)(i). Shifts means the continuous time period over one day measured in hours which starts from Lhe time employees are required to start working on the Project to Lhe lime Lhey are entitled to leave the work premises. Signature Date means Lhe date first written above when Lhe State and Cam Iron signed this Convention. South and East Regions Plan has the meaning ascribed to it in Article 29.5.1 (a). Special Development Fund has the meaning ascribed to it in Article 29.5.1 (f). Specific Agreements means, together, the Railway Agreement, the Mineral Terminal Agreement and Lhe Blending Agreement, as well as any Additional Specific Agreement. Specification(s) means, in plural, the Beneficiation Specifications, the Railway Specifications, the Project Road Specifications, the Mineral Terminal Specifications, construction specifications and any other specifications that could be prepared in connection with any Additional Facility Request and, in singular, any one of these specifications. Spur Line means the Initial Spur Cine or any Additional Spur Line. Stage 1 means the period from the Date of First Commercial Shipping and ending on r.be earlier of (a) the date that the maximum capacity of Lhe Railway Facilities and r.be Mineral Terminal Facilities achieves or is demonstrated to achieve thirty five (35) million Tonne per annum or, (b) the fourth (41h) anniversary from the Date of first Commercial Shipping. State Fault means: (a) a breach by the State of any of its material obligations (other than payment obligations) under a Project Agreement; or (b) a breach of any material representation or warranty by the State under a Project Agreement; or (c) wilful misconduct of the State. State lnterest means U1e State interest described in Article 45.2(a)(i). State Project Committee has the meaning ascribed to it in Article47.1. State Representative has the meaning ascribed to it in either Article 18.22.2(a)(ii) or Article 30.5.2(a)(ii). Step-in Rights shall refer to such rights of the State as set forth in Article 50.4. Subcontractors means any entity (other than the Lenders), who, carry out within r.be scope of a contract signed with a Contractor, all or part of the Project Operations on behalf of such Contractor, under the conditions laid down in this Convention, Specific Agreements and Additional Specific Agreements, and in compliance with the Legislation and international page(29 li\ nonns and standards generally accepted for projects of comparable scale provided, that any such entity whose contract with a Contractor provides for aggregate payments in excess of one hundred million (I 00,000,000) US Dollars (adjusted by the Inflation Adjustment) shall be a Qualified Contractor. Subsidiary means any entity which is directly owned or directly controlled by Cam Jron and/or a Project Company, and specifically excluding any entities or Affiliates owned or Controlled by any entity which, directly or indirectly, owns or controls Cam Iron or a Project Company (other than the Mine Project Company, the Railway Project Company or the Mineral Terminal Project Company). Sundance means the company Sundance Resources Limited, organised under the laws of Australia, having its registered office at Level 35, Exchange Plaza I 2 The Esplanade/ Perth, Western Australia 6000, Australia, and registered on I" July 2000 as an Australian Public Company under Australian Business Number No 19 055 719 394. Sustaining Capital means capital expenditure that is necessary to ensure continuity of production output at the planned capacity incurred periodically to replace existing capital assets. Targeted Annual Production Capacity means, prior to the BF Commissioning, a target of thirty live (35) million Tonnes per annum of Mbalam Ore and Nabeba Ore and, after the establishment of the Beneficiation facility, that facility achieving a production capacity of thirty five (35) million Tonnes per annum ofMbalan1 Ore as provided for in this Convention. Tariff Framework means the Mineral Tcnninal Tariff Framework and or the Railway Tariff Framework attached as Annex Ill as the context requires. Tax includes: of any kind, including ad valorem taxes, business licence taxes, (a) duties, taxes and tolls conununity integration taxes, transit taxes, company taxes (irnp(lt sur les societes, including tile minimum company income tax based on revenue ((le minimum de perception de l'impot base sur les bencHices des societes)), value added taxes (including council tax and value added tax), special taxes on revenue (Taxe Speciale sur les revenus), non-resident taxes, withholding taxes, computer taxes. customs duties, excise duties, duties under the OHAOA Acts, imp(lt sur le revenus de capitaux mobiliers taxes, stamp duties, capital gains taxes, registration duties, transit commission taxes, Port Autonome de Douala unloading taxes, personal income tax, income taxes and tumover tax (including the minimum company income taxes tllat represent 1.1% of the monthly or annual tumover of the company based on revenue even in the case of loss) (imp(lt sur les societes et le minimum de perception); and (b) costs, fees and charges of any kind, including inspection costs (including any monitoring, verification, inspection and control duties, fees, taxes and charges of Societe Generate de Surveillance or any company forming a similar function), charges of the Foreign Trade SinglcDesk Operations (Guichct Unique des Operations du Commerce Exterieur), importation declaration fees, transit charges, customs clearance certificate fees, customs verification fees, customs clearing agent fees, clearing and forwarding agent fees and charges. Bordereau Electronique de Suivi des Cargaisons electronic tracking charges and cargo tracking charges, transit commissioning and clearance fees. transfer fees, registration fees and charges, Bonus Payment, import file fees, transit commission fees and charges, customs clearance attestation fees, customs inspection fees, handling fees and charges (Honoraires d'Agrecs en Douanes), rental charges, dividends and interest and management fees, v pagel30 charged by the S!ale, whether eltisling or future, regardless of nature (whether direct or indirect). Technical Dispute shall refer to any Dispute specitically designated as a ''Technical Dispute" elsewhere in this Convention whose referral to the Expert Procedure is expressly provided for in this Convention. Technical Dispute Resolution Agreement has the meaning ascribed to it in Article 56.2(n). Temporary Occupation Authorisation means a right to occupy the Cameroonian public domain as provided in article 9 of the Ordinance No. 74-2 of6 July 1974 on Land Law and this Convention. Tenn of the Project means a period starting on the Date of Entry into Force of this Convention and ending upon nomutl (including. as the case may be, any renewal) or early of the Exploitation Permit. expiry Third Party means any person other than a Party, a Project Company, a Governmental Emity, a Subsidiary, a Shareholder, or any other entity subrogated to the rights of Cam Iron. Third Party Facility means: (a) an Additional Spur Line; or (b) au Additional Road, that has been authorised in accordance with the applicable provision regarding expansion as set forth in Article 18. Tonncs means dry tonncs. Treasury Agreement means the form of agreement relating to the Treasury Operations which shaU be finalized and concluded between the Project Companies and the Treasury Company. Treasury 0Jlerations means the management of the treasury functions of the Project Companies and the sale proceeds received by the Mine Project Company on the sale of the Sale Products, carried out in accordance with the tenus and conditions of this Convention and the Treasury Agreement. Treasury Company means a company in which the State does not have an equity interest, and as a party to the Treasury Agreement, is in charge of the Treasury Operations. Uniform Act on Commercial Companies means the Uniform Act relating 10 Commercial Companies and Economic Interest Group adopted on 17 Aprill997 by the Member States of the Organisation for the Harmonisation ofBusiness Laws in Africa. US Dollar means the currency which is the legal tender in the Uoited States of America. VAT means value added tax. 2 INTERPRETATION 2.1 Interpretation: In this Convention, save any provision to the contrary: page 131 (a) the Annexes have the same legal force as this Convention itself of which they fonn an integral part; (b) the headings used (Articles and paragraphs) are for convenience only and shaU not be construed as having any particular meaning; {c) a referen ce to the Preamble and to the Articles, paragraphs and Annexes is to the preamble and articles, paragraphs and annexes of this Convention, unless indicated otherwise; {d) the terms defined in Article I are used interchangeably in the singular or plural form or context so requires; where the meaning {e) if a word or phrase is defined, its other grammatical forms have a corresponding meaning; (f) a reference to a "person" includes any natural person or legal person organized under private or public law; (g) a reference to an "entity" includes any legal person organized under private or public as any association or groups of several legal persons and excludes natural law as well persons or group comprised of natural persons; (h) a reference to this Convention, an agreement, another convention or another agreement includes this document (and its annexes) such as potentially amended as well as, as the case may be, any deed that would be validly substituted therefore by way of novation: unless this Convention, such agreement or document expressly provides otherwise; {i) mentioning anything after "includes", "including", "for example", or similar does not limit what else might be included; expressions, {j) the terms "grant", "award", "delivery" where applied to an authorisation, a permit, a lease or any other legal document designate the mornent when the authorisation, pennit, lease or administrative document has been duly delivered or enacted by the relevant Governmental Entity, notified to the beneficiary in the manner prescribed by the Legislation or this Convention and, in the case of a regulatory document, published with the Official Gazette or according to the other methods required, as the case may be. by the Legislation. The ministerial or inter-ministerial orders granting the authorisations, the decrees and the laws of the State must, in particular, be published with the Official Gazette; (k) in case of conflict or contradiction between the provisions of this Convention and those of its Annexes or any other Project Agreement, those of this Convention shall prevail except where the Annex or Project Agreement expressly contemplates that it will prevail. Jn case of conllict or contradiction between any general provision and a special provision then the specific provision shall prevail over the general provisions; (I) the Parties acknowledge that this Convention is being finalized in both English and French and agree that the English version shaU prevail in the event there is any contradiction or inconsistency be!Ween the English version of this Convention and the of this Convention; and French version (m) any reference to a specific law in this Convention shaU, unless otherwise specified, is deemed a reference to such law as in effect in the State. page 132 v 3 LEGAL NATURE AND PURPOSE OF TJ-US CONVENTION 3.1 Legal Nature of this Convention (a) This Convention is, inter alia, a mining convention within the meaning of the Mining Legislation. lt detennines: (i) U1e technical, legal, tax, customs, economic, administrative, land, cmploymem and environment conditions with a view to the Parties' performance of the Project; and (ii) the main tenns and conditions for carrying out the Mining Operations within the Exploitation Area. (b) This Convention also sets for the framework for the Connected Operations, which the Parties acknowledge are an essential component of the Project and integral to the Mining Operations. TI1e Specific Agreements relating to ilie Connected Operations shall be concluded by the Parties after the Signature Date in accordance wiili the terms set forth on the applicable Annexes hereto, to the extent applicable, and shall become a part of iliis Convention upon ratification of this Convention by the Enabling Law. (c) The Parties intend, as a Condition Precedent, to enter into a written agreement agreeing on the fonn of Annexes contemplated by this Convention but not attached at the time of signing and may also update annexes by agreement (d) To the extent any provision of this Convention and a Project Agreement departs from the provisions of the Legislation, such provision shall only be effective to tile extent approved in the Enabling Law. Without limiting U1e foregoing, the Enabling law shall address any authorizations needed under Legislation to pennit the Marketing Company to accomplish the Marketing Operations. 3.2 Project Description The Parties agree that tile Project is an integrated mining and infrastructure project, all steps of which shall be undertaken by the Project Companies, with a view to optimally exploiting the Mbalam Ore resources contained within the Exploitation Area and to allow for the development of an integrated iron ore tnining industry in the territory of the State. To iliis end, ilie Parties accept that: (a) subject to iliis Convention, Cam Iron shall have overall responsibility for Project Operations aod in that capacity, shall be responsible for the and the proper execution of ilie Project relative to the terms completion and conditions set by Legislation, by this Convention, and by all of the other Project Agreements; (b) the Mine Project Company, as assignee of the Exploitation Permit and holder of the Exploitation Lease, shall be in cbarge of carrying out the Mining Operations in compliance with the tenus and conditions set by legislation, this Convention and those of the Project Agreements to which it is a party; (c) the completion of the Connected Operations shall be entrusted to the oilier Project Companies for the terms referred to in this Convention, of v page 133 I~ which: (i) lhe Railway Project Company is in charge of conducting the Railway Operations and Road Operations; (ii) the Mineral Terminal Project Company is in charge of conducting lhe Mineral Terminal Operations and Blending Operations; and (iii) as the case may be, any Project Company in charge of conducting any other operations required for or connected with the Project, in compliance with the terms and conditions of the Legislation, this Convention, the Project Agreements and the Project Leases to which each of the Project Companies is a party; (d) conduct of the Marketing Operations shall be entrusted to the Marketing Company; and (e) conduct of the Treasu.ry Operations shall be entrusted to the Treasury Company. 3.3 Project Economic Model (a) As at the Signature Date, the Parties have agreed on the Project Economic Model which: (i) is built up on the economics detailed in the Feasibility Study and any updates included up until the Signature Date; and {ji) takes account of the exonerations, reductions and fiscal principles propbsed by Cam Iron prior to their final negotiation of this Convention. (b) The Parties agree to keep confidential and hold the Project Economic Model for the benefit and use of the Parties. The State may retain a copy of and access and use the Feasibility Study and Project Economic Model for its own use for any purpose including: (i) the operation of the Railway and Mineral Terminal directly or by a Third Party after the expiration of the Railway Agreement and Mineral Terminal Agreement respectively and, (ii) mining operations after the end of the Term of the Project. 3.4 Joint and Several Liability (a) Other than as provided for in Article 3.4(d), Cam Iron expressly consents to be jointly and severally liable to the State for all the obligations undertaken by the Project Companies hereunder or under the various Project Agreements. (b) This conunitment by Cam !ron to joint and several liability shall continue until any obligation entered into by any Project Company under any document referred to in Article 3.4(a) has been fully and finally satisfied or as otherwise provided for in Article 3.4(d). (c) The conunitment of Cam Iron under this Article 3.4 is the subject of a separate document which the Parties intend to negotiate (the "Joint pagel34 • v Liability Subscription Agreement''), which may incorporate Article 1200 el seq. of the Cameroonian Civil Code and shall set forth, or cause to be perfonned among others, Cam Iron's obligation to perfonn any specific obligation of Cam Iron or any Project Company, or pay or cause to be paid any amount due by Cam Iron or any Project Company, in each case, under any Project Agreement. (d) Cam Iron shall be released from being jointly and severally liable to the State for all !he obligations undertaken by a Project Company where: (i) more than fifty percent (50%) of the voting equity interests in !hat Project Company are held by or have been transferred to the State or a Governmental Entity (whether together or by one of them); or (ii) the State agrees in writing to release Cam Iron from !hat obligation on !he basis of an alternatepany ac«ptable to the State offering to be jointly and severally liable for the obligations of !he Project Company and that party having financial standing which is no less than that of Cam ·Iron or, if less. otherwise acceptable to the State. 3.5 Other Deliveries on the Signature Date In addition to any other documents or items required to be delivered to the State on !he Signature Date. the State shall also have received from Cam Iron: (a) a letter agreement from Sundance in favour of the State, which. among other things, provides for a guarantee by Sundance of the obligations of Cam Iron und~r this Convention prior to the Date of Entry into Force atld an agreement to pay or cause to be paid to the State a break-up fee in certain circumstances and the Bonus Payment required to be paid as set forth in Article 36.3; and (b) (i) a certificate of appropriate public officials, dated a date reasonably close to the Signature Date, as to !he existence and good standing in its jurisdiction of organization; (ii) a certificate, dated as of the Signature Date, duly executed and delivered by an officer of Cam Iron, certifying as to (A) resolutions of its board of directors then in fuJJ force and effect authorizing the execution, delivery and performance of this Convention. (B) !he incumbency and signatures of those of its officers or other authorized representatives, as applicable, authorized to execute this Convention on behalf of Cam Iron and (C) the full force and validity of each organizationaJ document of Cam Iron and copies thereof. 3.6 Project Commissioning Project Commissioning occur within six (6) (a) Cam Iron undertakes that the years following the Date of Entry into Force or such later date as otherwise agreed. (b) In case of disagreement between the Parties concerning the completion of the Project Commissioning, the provisions of Article 56 shall apply. For the purposes of this Article, sucb a disagreement shall be deemed to constitute a Technical Dispute. pagoi3S 4 CONDITIONS PRECEDENT 4.1 Conditions Precedent Except for the provisions of this Article 4 as wcU as Articles 1 (Definitions), 2 Interpretation), 4 (Conditions Precedent), 36.3 (Bonus Payment), 44 (Confidentiality), 56 (Dispute Resolution), 59 (Legislation in Force), 60 (Entire Agreement), 61 (No Waiver). 62 (Severability) and Article 3 of Annex VTI (Bonus Payment) which will, to the extent applicable, become efiective as of the Signature Date, this Convention and the Parties' rights and obligations under this Convention shall only become at the time indicated in Article 4.4 and subject to the prior satisfaction of the effective following conditions: (a) the delivery by Cam Iron to the State of an updated Feasibility Study which: (i) includes details of the costs for the construction of the foundations required for a dual track and any delays and direct costs such construction would cause to the construction of the Mainline Railway for (A) the first two hundred and fifty (250) kilometres of the Railway (from Lolabe), and (B) tile entire length of the Mainline Railway; (ii) the in1pact on the constmction time frame for building the Mainline Railway; (iii) includes the update to the independent reserve statement including changes in constmction and operating cost, the production profile and tile Project Economic Model; and (iv) a description of the key components of and assUlllptions associated with reaching the Design Capacity and an annual capacity of two hundred million (200,000,000) wet tonnes on the Railway and for the Mineral Terminal. (b) the delivery by Cam Iron to the State of a commitment letter for the Debt required by the Project; (c) agreement by the Par1ics on the form of all Annexes contemplated by this Convention but not attached at the Signature Date: (d) Sundance shall have either: (i) consummated the transactions contemplated by the scheme of arrangement announced involving Sundance and Hanlong (Africa) Mining Investment Ltd in 20 1 1 and subsequently varied (the "Scheme") pursuant to which one hundred percent (100%) of the shares of Sundance will be acquired by a Third Party; or (ii) completed a transaction with another entity or entities wbicb, in the opinion of tbe State, acting reasonably, bas tbe independence and capability to run the Project and has fmn written commitments for the equity and debt financing necessary to achieve Project Commissioning; (e) tbe passage of the Enabling Law in a mutually acceptable form and issuance of the Promulgation Decree; (l) the delivery of a signed copy of the Joint Liability Subscription Agreement by Cam Iron to the State; (g) the registration of the Mine Project Company and the conclusion and entry into force of the Mine Project Company Share Transfer Agreement, v page J36 -, the Mine Project Company Shareholders' Agreement and an Accession Notice by the Mine Project Company; (h) the registration of the Railway Project Company and the conclusion and entry into force of the Railway Project Company Share Transfer Agreement, the Railway Project Company Shareholders' Agreement, the Railway Agreement and an Accession Notice by the Railway Project Company; (i) the registration of the Mineral Terminal Project Company and the conclusion and entry into force of the Mineral Tenuiual Project Company Share Transfer Agreement, the Mineral Tenninal Project Company Shareholders' Agreement, the Mineral Terminal Agreement and an the Mineral Tenninal Project Company; Accession Notice by the execution (j) of the Technical Dispute Resolution Agreement; the notification, to (k) Cam Iron, of the publication in the Official Gazette of the Promulgation Decree, if any; (I} the approval by the State of any Finance Documents io which the State is a party, and the closing of the lending transactions contemplated by the Finance Docwnents; (m) the delivery of the Exploitation Pennit to Cam Iron materialized by the notification, to Cam Iron, of the publication in the Official Gazette of the Granting Decree to the extent required by the Legislation; (n) a certificate from an officer of Cam Iron or the applicable Project Company certifying that all of Cam Iron's representations and warranties, as set forth in this Convention and all the representations and warranties by the applicable Project Companies (if any exist at the time) or their Subsidiaries under the Project Agreements shall, in each instance, be true and correct in all respects on the Signature Date (other than any representations and warranties that relate to a specific date, in which case such specific date) and after giving effect to any disclosure provided in such certificate; (o) a certificate from the State certifying that all of State's representations and warranties, as set forth in this Convention and the Project Agreements to which the State is a party on the date of execution shall, in each instance, be true and correct in all respects on the Signature Date (other than any representations and warranties that relate to a specific date, in which case such specific date) and after giving effect to any disclosure provided in such certificate; the (p) State shall have received from each Project Company or Subsidiary executing a Project Agreement: (i) a certificate of appropriate public officials, dated a date reasonably close to the date of execution of such Project Agreement, as to the existence and good standing of such Project Company or Subsidiary in its jurisdiction of organization; and (ii) a certi ticate, dated as of the date of execution of such Project Agreement, duly executed and delivered by an officer of such Project Company or Subsidiary, as to (A) resolutions of its board of directors then in full force / and effect authorizing the execution, delivery and perfonnance of such v pagal37 Project Agreement and the transactions contemplated thereby, (B) the incumbency and signatures of those of such Project Company or any Subsidiary's officers, authorizod representatives, agents, managing members or general partners, as applicable, authorized to act with respect to each Project Agreement to be executed by such Project Company or Subsidiary and (C) the full force and validity of each organizational document and copies thereof; (q) the Project Companies shall have received from the State: (i) the incumbency and s.ignatures of those State officials authorized to act with respect to each Project Agreement to be executed by such Project Company or Subsidiary; (r) the issuance of the Bank Guaranty(ies) required by the terms of this Convention to be in effect on the Date of Entry into Force; execution of the Railway Haulage Agreement by the Railway Project (s) the Company and the Mine Project Company and the Mineral Terminal Services Agreement by the Mineral Temuoal Project Company and the Mine Project Company; (t) the execution of the Monitoring Agreement - Blending; (u) the execution of the Monitoring Agreement - Marketing; (v) the execution of the Monitoring Agreement-Treasury; (w) the execution of the Marketing Agreement, including the registration of the Marketing Company; of the Treasury Agreement, including the registration of the (x) the execution Treasury Company; (y) the binding and effectiveness of the insurance policies required in accordance with the Finance Docwnents; (z) the execution by all applicable parties thereto of each of the: (i) Aerodrome Agreement; (ii) Explosives Agreement; (iii) Conservation Convention; (iv) Road Agreement; (v) Blending Agreement; (vi) Beneficiation Agreement; (vii) Beneficiation Escrow Agreement; (viii) Foreign Exchange Agreement; (ix) Project Leases for the initial territory covered by the Exploitation Permit, Mineral Terminal Area and Railway Area: and page 138 (x) Rehab E~crow Agreement; and (aa) the Parties shall have agreed on a list of pre-approved Qualified Contractors. (together, the "Conditions Precedent"). 4.2 Quadripartite Agreement. The Parties may also negotiate the Quadripartite Agreement but the effectiveness of this Convention shall not be conditioned upon the execution of the Quadripartite Agreement. 4.3 Satisfaction and Benefit of the Conditions Precedent (a) Except as set torth below, the Parties shall also use their reasonable cause the Conditions Precedent to be satisfied as soon as endeavours to possible after the Signature Date and in any event before the CP Long Stop Date. Notwithstanding the foregoing or anything to the contrary in this Convention: (i) all Conditions Precedent requiring the execution of an agreement also require that tl1e agreement be oo tenns acceptable to tl1e Parties to that agreement; (ii) the Condition Precedent set forth in Article 4.1 (a) shall be satisfied on or before the date that is six (6) months following the Signature and the Condition Precedent set forth in Article 4.l(b) shall be Date satisfied on or before the date that is nine (9) months following the Signature Date or, in either case, such otl1er date as the Parties may agree; (iii) the State shall have no obligation to present the Enabling Law to Parliament for approval until the Conditions Precedent set forth in Articles 4.J(a) and (b) are satisfied and only to tl1e extent such CondHions Precedent are satisfied within the timing required by Article 4.3(a)(ii); and (iv) the Parties shall use their reasonable efforts to finalize, prior to the submission of the Enabling Law, any Project Agreement which the Parties agree requires a variance or waiver of Legislation, so such variance or waiver can be included in the Enabling Law which the Parties will seek to be presented to the Parliament of the State for of Parliament that occurs following approval at the scheduled session agreement on tl1e tenns of any such Project Agreements and variances and waivers. (b) In the event that any of tl1e Conditions Precedent arc not satisfied or waived at the latest on the CP Long Stop Date, the Parties agree to meet in order to decide (with no obligation to agree), withiJ1 ninety (90) Days CP Long Stop Date to either. following the each waive in writing (i) any non-satisfied Conditions Precedent; or postpone the CP Long Stop Date to any subsequent date as mutually v'"' pagel39 agreed between the Parties. (c) ln the event of either, failure to reach an agreement on the waiver of the non-satisfied Conditions Precedent, or agreement to extend the CP Long Stop Date without satisfaction or waiver of the Conditions Precedent by such CP Long Stop Date: (i) this Convenlion shall be null and void and the rights and obligations potentially arisen under this Convention shall be automatically terminated and revoked; (ii) Cam Iron shall not be entitled to invoke any right under any Project Agreement; and (iii) each Party (including, with respect to Cam Iron, any Subsidiary, Shareholder and Lender) expressly and irrevocably undertakes not to seek the other Party's liability due to a failure to fulfil one or more Conditions Precedent (only in this case other than as a result of a failure to use reasonable efforts) or to that Party's refusal, at its sole discretion, to waive such fulfilment in writing. (d) If the Parties agree to waive t11e satisfaction of a specific Condition Precedent which provides for execution of a Project Agreement, and agree to continue to work to finalize such Project Agreement following the Date of Entry into Force, the Parties shall continue to negotiate the terms of such Project Agreement for an additional, mutually agreeable period of time, and if the Pru1ies do not reach final agreement by such time, any Party may submit the matter as a Technical Dispute to the Expert Procedure and request the determination of the appropriate terms of the item constituting the waived condition and the decision of the experts in the Expert Procedure shall determine the tem1S on which the Parties shall enter into the waived item. 4.4 Entry into Force of this Convention This Convention shall be effective on that date on which all of the Conditions Precedent shall be satistied or waived (such date, the "Date of Entry into Force"). 4.5 Parties' Responsibilities between the Signature Date and the Date of Entry rnto Force (a) Each Party shall justify and notify the other Party any satisfaction of the Precedent as and when they occur. Conditions (b) The Parties undertake, to a reasonable extent, to provide any information or assistance requested by the other Party in order to enable the of all obligations to which they arc bound under Article 4.1 . performance If the satisfaction of the relevant Condition Precedent is the responsibility of only one Party and the latter seeks the assistance of the other Party, all costs and expenses related to such assistance shall be borne by the Party to satisfy the relevant Condition Precedent. seeking (c) Each Party shall notify the other Party in writing of the occurrence of any event likely to prevent the Conditions Precedent from being satisfied before, or no later than, on the CP Long Stop Date, as soon as the Party pagel 40 becomes aware of the relevant event. (d) The Parties acknowledge that the Conditions Precedent listed are tor the benefit of each Party and that the State and Cam Iron shall use their reasonable endeavours to cause the satisfaction of such Conditions Precedent and that any such Condition Precedent may only be waived with the agreement of each Party. 5 REPRESENTATIONS AND W i\RRANTIES 5.1 Cam Iron Representations and Warranties Cam Iron hereby represents and warrants to the State as follows: (a) it is a Societe Anonyme duly organized and validly existing under the Legislation and has full power, right and authority to execute U1is Convention and any other Project Agreement to which Cam Iron is a party and which it is executing at the applicable lin1e of the making of this representation. and to perform each of its obligations herein and therein; (b) neither the execution by Cam Iron of this Convention and any Project Agreement to which Cam Iron is a party and which it is executing at the applicable time of the making of this representation, nor the fulfilment of the obligations contemplated hereby or thereby, is in conflict with or bas resulted or will result in a default under or a violation of the governing mstruments of Cam Iron or any other agreements or instruments to wl1ich it is a party or by which it is bound; (c) each of this Convention and the Project Agreements to which Cam Iron is a party and which it is executing at the applicable time of making of this representation constitutes the legal, valid and binding obligation of Cam Iron, enforceable against Cam lron, in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally; (d) as of the date of U1e applicable representation, there is no action, suit, proceeding, investigation or litigation pending and served on Cam Iron which challenges Cam Iron's anU1ority to execute, or perform, or the validity or enforceability of this Convention and any Project Agreement to which Cam Iron is (or will be) a party, or which challenges the authority of the individual executing this Convention and any Project Agreement for Cam Iron, and Cam Iron bas disclosed to the State any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Cam Iron is aware; (e) the infonnatioo supplied and representations and warranties made by Cam Iron in the Feasibility Study, the Project Economic Model, reports and official submittals and applications to the State, to the knowledge of Cam Iron after diligent investigation with its employees and legal and other advisors of Cam Iron involved (including employees of Sundance): (i) with regard to factual statements (A) are true, correct and complete in all material respects; (B) do not contain any untrue statement of a material fact or omit to state any material fact necessary, in light of the pagal41 ('{{\ circumstances under which it was made, in order to make the statements in this Convention not misleading; and (C) with respect to projections and to the extent not otherwise disclosed (I) are made in good faith; (2) are based on the best available information at the time of delivery; and item of that type in use at (3) have not been superseded and are the only the time; (f) it bas carefully reviewed the whole of this Convention, the Project Agreements which are being executed as of the date of this representation and all applicable Legislation prior to the Signature Date, and, subject to the satisfaction of the Conditions Precedent, has taken all steps it considers reasonably necessary to satisfy itself that, assuming the satisfaction of the Conditions Precooent, nothing contained in tll.is Convention or a Project Agreement which is being executed at the applicable time of the making of this representation inll.ibits or prevents Cam Iron from performing and completing the Project as currently contemplated; (g) as of the Signature Date, it is in compliance in all material respects with the Legislation pertaining to the transactions contemplated in this Convention; and Project Economic Model: (h) the (i) was prepared by or on behalf of Cam Iron in good faith; (ii) discloses all material cost, revenue and other financial assumptions and projections used by Cam Iron in determining to enter into this Convention; and (iii) is substantially similar (exclusive of any changes made as a result of the discussions between the State's Representatives and Sundance) to the financial model presented to llanlong (Africa) Mining Investment Ltd for it to present to the anticipated Lenders. 5.2 State Warranties The State warrants to Cam Iron and the Project Companies the following: (a) it has full status, power, right and authority to execute and perform this Convention and the other Project Agreements to which it is a party and which it is executing at the time of this representation and to perform each and all of its obligations provided for in this Convention and the Project Agreement; (b) each of the Project Agreements to which the State is a party and which it is executing at the time of tlus representation constitutes a legal, valid and binding obligation of the State enforceable against the State in accordance with its tem1s; (c) as of the date of the representation, there is no action, suit, proceeding, investigation or litigation pending and served on the State which cha llenges the State's authority to execute or perform, or the validity or enforceability of this Convention or any other Project Agreement to which the State is a party or which challenges the authority of the State v pagel 42 executing !his Convention or any other Project Agreements to which the State is a party; State has carefully reviewed the whole of !his Convention, the Project (d) the Agreements which it is executing at the time ofth.is representation and aU applicable Legislation prior to the Signature Date, and, subject to the satisfaction of the Conditions Precedent, has taken all steps it considers reasonably necessary to satisfy itself that assuming the Conditions Precedent are completed, nothing contained in this Convention and any Project Agreement to wh.ich it is a party as of the date of !his representation inhibits or prevents the State from performing and completing tl1e Project as cutTently contemplated; and (c) in executing th.is Convention, the State is in full compliance \\~th any Legislation. As of the Signature Date, all fmancial obligations required by the State for the Project under this Convention or any other Project Agreement to wh.ich the State is or will be a party are or will at the appropriate time be included in the State's annual financial programs. 6 SCOP.E WIDTH AND PERFORMANCE OF THIS CONVENTION 6.1 Scope of tltis Convention (a) The rights created by tllis Convention are solely lor the benefit of the Parties hereto and their respective permitted Assignees, and, except as expressly provided in Articles 28.2(a), 32 and 43.1 , no other Person shall have or be construed to have any legal or equity right, remedy or claim under or in respect of or by virtue of this Convention or any provision herein contained, provided the permitted Contractors and Subcontractors shall be entitled to benefit from Cam Iron's Tax incentives and exemptions in this Convention with respect to their work on the Project in connection with such entity's performance pursuant to ~he Project Agreements, provided, however that only one entity shall be entitled to enjoy such benefits with respect to each individual product or service contemplated under the Project Agreements and no such Contractor or Subcontractor shall have a direct relationship with the State, be a third party beneficiary or have a right to bring a cause of action or enter into any dispute resolution proceeding with the State, but rather Cam Iron and the Project Companies shall be able to claim any denied Tax benefits or incentives under claims pennitted through the Project Agreements and then the applicable Project Company, if any, shall refund to such Contractor or Subcontractor any compensation received. No Shareholder, Subsidiary, Contractor, Subcontractor, Lender, nor any respective employee thereof, shall be deemed a third party beneficiary of th.is Convention or any Project Agreement unless such Person is an Assignee. (b) Any suspension, termination, extinguishment or expiry of the rights and benefits granted to the Project Companies under this Convention triggers, automatically and under the same conditions, suspension, temlination, extinguishment or expiry of the extension of said rights and benefits to the Persons refetTed to in the preceding Article. pagroject as contemplated in Article 20.l(a)(i), the State shall employ reasonable efforts (obligation de moyens), consistent with applicable standards, to promptly grant to the party the temporary use and occupancy rights requested, provided that the application is in accordance with the tenns thereof and of the Legislation, and does not otherwise adversely impact ou the rights of Third Parties or the Reserved Rights of the State. The party requesting such temporary rights shall indemnify tbe State and the other Project Companies against any damage or liability resulting therefrom. Any such request shall take into accow1t existing use and condition (from an environmental, geological and social slandpoint) of the land and take all reasonable measures to avoid or mitigate any negative effects thereon. 21 OPERATING REGIME FOR RAILWAY OPERATIONS AND MINERAL TERMINAL OPERATIONS 21.1 Access Protocol ln order for Mine Company, Congo Iron, an Subsidiary or a Third Party to be provided \vith: Project Company; and (a) Railway services by the Railway (b) Mineral Terminal services by the Mineral Terminal Project Company, it will be necessary for: (i) the exact nature and range of services to be provided by each of the Railway Project Company and Mineral Terminal Project Company to be defined; pagal109 1!1\ (ii) the basis of the tariff to be charged for each service to be determined; and (ill) lhe variables for insertion into the Railway Haulage Agreement and Mineral Terminal Agreement to be determined, and in order to achieve this, each of the Railway Project Company and the Mineral Tenninal Project Company will, in addition to the requirements set forth in the Railway Agreement and Mineral Terminal Agreement, ne<.' of the Project. (b) According to the needs specified by the relevant Project Company and to the power resources available in the relevant Project Area, any Project may either: Company (i) negotiate to receive power supplies by way of conclusion of a supply contract with AES SONEL or any other entity validly entitled to carry out power production and supply activities in the tcmtory of the State and, in the event that tbe connection to the existing transliiiSSaon networks requires the building of one or more facilities, or procure the buildang of such facilities have the possibility to build wilhiD tbe framework of an Additional Fac1hty Request, (ii) request from the State an authorisation to produce, supply and consume power produced from a new Power Plant (which in the case of the Mining Operations, will be gramed for generation on the Exploitation Area) and in the case of the Beneficiation Power Station, it shall file an Additional Facility Request for the building of the Beneficiation Power Station and the facilities required tor the transmission nnd usc of the power so supplied, all in accordance with the Legislation: or (iii) negotiate to purchase power from any alternate supplier of its choosing (mcluding outside the territory of the State) to which the State undertakes, as the case may be, to consider tn good faith and not to unreasonably withhold all the authorisauons required to undertake such power transmission and supply activities for the pu:rposes of the Project, and the Project Compames shall also comply with the Legislation in such activities. (c) Notwithstanding anything in this Convention to the contrary, if the State constructs or procures from a Third Party the construction of a power dc power to the Project (including the Beneficiation station to prova Power Slation), Cam Iron and any applicable Project Companies undertake to enter into a take-or-pay power purchase agreement for the page (115 Term of the Project with the applicable Governmental Entity or Third Party on mutually agreeable terms consistent with practices applicable to international power production and generation plants managed by the private sector. 24.2 Rates and costs relating to access to power resources for the purposes of the Project (a) W11ere the power is being supplied pursuant to the arrangements referred to in either Articles 24.l(b)(i) or (iii) then the rates applicable to the supply of power for the purposes of the Project shall be set and invoiced to the beneficiary Project Company by AES SONEL or any alternate Third Party supplier in accordance wi th the provisions of the Legislation and any applicable agreement. (b) The provisions of Article 23.2(b) apply to power rates mutatis mutandis. (c) As the case may be, all the Costs relating, as applicable, to connection to the transmission networks lllldlor power production and transmission operations, including construction, operation and maintenance of the facilities buih to this end, shall be fully borne by the Project Company beneficiary (or any applicable third party operator) of the Additional Facility Authorisation. (d) Where, pursuant to this Article, an application is made to the State by a Project Company for the use of electricity reasonably required by the Project (other than with !he respect to the Beneficiation Power Station for the Beneficiation Operations. for which the provisions in this Convention and the Beneficiation Agreement shall govern), the State shall gram the authorization other tha.o where it is the national interest not to and the State shall not in1pose anything for its account other than fees specified in Legislation and a nomit1al fee or charge on the application for or usage of the activity the subject of the application. The State will use its reasonable efforts to offer a concessional rate for any applicable leasing fees. 24.3 Third Party access to the power facilities 111 the event a Project Company tiles an Additional Facility Request for the building of a Power Plant (other than with respect to the Beneficiation Power Station), the Project Company may, if the provider of power has a need, enter into a long-term power supply agreement with such entity in charge of supplying power in the territory of the State (including the applicable commercial rates which will ensure the Project Company achieves an appropriate return on the additional capital it is required to spend in order to produce the surplus power) and, if it agrees to set aside a portion of production in accordance with, as the case may be, the provisions of the Legislation and/or the Additional Specific Agreemem or the amendment to the applicable Specific Agreement and/or the principl es and practices applicable to international power production and generation plants managed by the private sector in view of a commercial exploitation. Nothing in this Convention shall require the State or the Project Company to provide any Third Party subsidised power. page 1116 24.4 No warranty of the State Subject to the provisions of Anicle 22, the provisions of this Article 24 shall not be construed as comprising an undertaking or a guarantee whatsoever by the State that power resources suftlce to meet the power needs of the Project and Cam the State's Iron expressly and irrevocably undertakes not to seck, and guarantees that no Subsidiary, Contractor or Subcontractor shall seek, the State's liability in case of insufficient power resources for the purposes of the Project provided, however, that this absence of a warranty of the State shall not extend to the contractual liability of the State or other Governmental Entities under contracts entered into by Cam Iron, a Subsidiary, a Contractor or Subcontractor with a Governmental Entity or with any of which a Governmental Entity would be a shareholder. other entity 25 GAS 25.1 Purchase (a) The Parties acknowledge that the conduct of the Project may require a supply of gas to the Project Facilities for the industrial and human purposes of the Project, in particular in case a Power Plant, requiring a gas supply, is built. (b) According to the needs specified by the relevant Project Company and to the gas facilities and resources available in the relevant Project Area, any Project Company may either: (i) negotiate to receive gas supplies by way of conclusion of a supply SNH or any other entity validly emitled to carry out gas contract with production and supply activities in the territOrY of the State and, in that the connection to the existing transportation networks the event requires the building of one or more facilities, subject to applicable standards and requirements, be granted the possibility to build or procure the building of such facilities in the framework of an Additional Facility Request; or (ii) purchase gas from any alternate supplier of its choosing (including State) to which the State undertakes, as the case may be, outside the not to unreasonably withhold the authorisations required to undertake such gas transmission and supply activities for the purposes of the Project. The Project Companies shall comply with the Legislation in such gas related activities. (c) Notwithstanding anything in this Convention to the contrary, if the State or procures the constmction of a gas supply facility or terminal constmcts to provide gas to the Project, Cam Iron and any applicable Project Companies undertake to enter into a take-or-pay gas purchase agreement for the Term of the Project with the applicable Governmental Entity on mutuaUy agreeable terms consistent with practices applicable to by tbc private sector. international gas supply managed (d) Regardless of the manner in which any Project Company receives gas supplies and of the contracts it enters into to this end, it is expressly agreed that all tbe gas resources supplied to a Project Company shaU be exclusively intended to satisfy its needs, strictly required for the proper conduct of the Project Operations of which it is in charge (including pagel111 hwnan needs), excluding any other use with or without consideration. 25.2 Rates and costs relating to access to gas resources for the purposes of the Project (a) The rates applicable to the supply of gas for the purposes of the Project shall be set and invoiced to the beneficiary Project Company by SNH or any alternate supplier referred to in Article 25.1 (b) in accordance with the provisions of the Legislation. (b) However, and without prejudice to the provtstons of the Legislation where the relevant Project Company contracts with: (or semi-public entity Controlled by a private entity), (i) a private entity the applicable rates shall be the negotiated market rates, as the case may be; or (ii) a public entity (or semi-public entity Controlled by a Governmental Entity), the State undertakes to use its reasonable efforts (obligation de moyens) to facilitate Ute grant of preferential rates, in compliance with the principle of non-discrimination between operators of similar scale. (c) As the case may be, all the Costs relating to connection to Ute transportation networks, including consrruction, operation and maintenance of the facilities built to this end, shall be fully borne by the Project Company beneficiary of the Additional Facility Authorisation. 25.3 No warranty of the State Subject to the provisions of Article 22, the provisions of this Article 25 shall not be constnuxl as comprising an undertaking or a guarantee whatsoever by Ute State Utat the State's gas resources suffice to meet the gas needs of the Project and Cam Iron expressly and irrevocably undertakes not to seek, and guarantees that no Subsidiary, Contractor or Subcontractor shall seek, the State's liability in case of insufficient gas resources for the purposes of the Project provided, however, that this absence of warranty of the State shall not extend to the contractual liability of the State or oilier Governmental Entities under contracts entered into by Cam Iron, a Subsidiary, a Contractor or Subcontractor with a Governmental Entity or with any other entity of which a Governmental Entity would be a shareholder. 26 COMMUNICATIONS 26.1 Purchase and use (a) The Parties acknowledge that the conduct of the Project shall require the implementation of communication means for the industrial and human purposes ofthe Project. (b) According to the needs specified by the relevant Project Company and to the conununication means available in the relevant Project Area, the Project Company will be able to either: (i) negotiate a services agreement with CAMTEL or any other entity validly entitled to supply communication services and means in the page 1 118 territory of the State and, in the event that the connection to the existing transmission networks requires the building of one or more facilities, be granted the possibility to request to build or procure the building of such facilities in the framework of an Additional Facility Request in a manner that complies with the Legislation. The State shall not unreasonably withhold its consent to such a request; (ii) request from the State for an authorisation to use its own satellite, wireless, optic fibre, ulrra-high frequency (UHF), very high frequency (VHF) and other communication means in a manner that complies with the Legislation. The State shall not tmreasonably withhold its consent to such a request; (iii) file an Additional Facility Request for the building of said facilities; and (iv) negotiate to enter into any services agreement with any lbird Party or build the facilities itself. (c) Notwithstanding anything in this Convention to the contrary, if the State agrees to provide or procure the provision of conumutications services to any applicable Project Company, such Project Company undertakes to pay the applicable Governmental Entity for the provision of such service, to the extent provided and on mutually agreeable tenns consistent with practices applicable to international communications managed by the private sector. (d) Where the Project Company enters into any services agreement with a Third Party supplier (including one from outside the State), the State undertakes to not unreasonably withhold all the authorisations required to undertake such communications activities for the purposes of the Project subject to such requests being in accordance with the legislation. (e) Regardle~s of the manner in wbich any Project Company receives communication means and of the contracts it enters into to this end. it is expressly agreed that all the communication means made available to a Project Company shall be exclusively intended to satisfy its needs, strictly required for the proper conduct of the Project Operations of wbich it is in charge (including human needs), excluding any other use with or without consideration. 26.2 Rates and costs relating to access to communication means for the purposes of the Project (a) Where the communications are being supplied by CAMTEL or any alternate supplier, the rates applicable to the supply of communication means for the purposes of the Project shall be set and invoiced to the beneficiary Project Company by CAMTEL or any alternate supplier in accordance with the provisions of the Legislation and applicable agreement. (b) However, and without prejudice to the prOVISIOns of the Legislation Project Company contracts with: where the relevant (i) a private entity (or semi-public entity Controlled by a private entity), I V page(119 the applicable rates shall be the negotiated market rates, as the case may be, weighted according to the volumes; or (ii) a public entity (or semi-public entity Controlled by a Governmental Entity), the State undertakes to use its reasonable efforts (obligation de moyens) to &1cilitate the grant of preferential rates. in compliance with the principle of non-discrimination between operators of similar scale. (c) As the case may be. all the Costs relating to connection to the communication and transmission networks, including construction, operation and maintenance of the facilities built to this end, shall be fully borne by the Project Company beneficiary of the Additional Facility Authorisation. (d) Where, pursuant to this Article, an application is made to the State by a Project Company. the State shall grant the authorization other than where it is the national interest not to and the State shall not impose for its own account anything other than fees specified in Legislation and a nominal fee or charge on the application for or usage of the activity the subject of the application. 26.3 No warranty of the State Subject to the provisions of Article 22, the provisions of this Article 26 shall not be constru.ed as comprising an undertaking or a guarantee whatsoever by the State that the State's communication means suffice to meet the needs for communication means of the Project and Cam Iron expressly and irrevocably undertakes not to seek, and guarantees that no Subsidiary, Contractor or Subcontractor shall seek, the State's liability in case of insufficient communication means for the pufPOSCS of the Project provided, however, that this absence of warranty of the State shall not extend to the contractual liability of the State or other Governmental Entities under contracts entered into by Cam Iron, a Subsidiary, a Contractor or Subcontractor with a Governmental Entity or with any other entity of which a Governmental Entity would be a sbarebolder. 27 EXPLOSIVES 27.1 Use of Explosives The Project Companies will usc significant quantities of blasting agents, both during Construction Phase and the Exploitation Phase. Operating plans will be developed to ensure that blasting agents are transported, stored, manu&1ctured and used in a safe, secure and auditable manner and in accordance with the Central African Monetary Union, Council of Ministers, Regulation No. 2/99/UEAC-CM-654, the Legislation and international standards in relation to the manufacture, transportation, storage and use of explosives. 27.2 Explosives Agreement The Parties acknowledge the significance of Explosives to the Construction Phase and the Exploitation Phase and as a result they have agreed that the use of Explosives is to be regulated by the Explosives Agreement and the Legislation. pago J120 'lrj 28 EXPROPRIATION AND COMPENSATION 28.1 Occupation and usc of private land (a) The warranties granted to the Project Companies under this Article 28.1 award, where necessary, a right to occupy and to authorise use of the land or occupied by individuals and considered by the State and fully owned the relevant Project Company as essential for the proper conduct of tbe Project. (b) At the time of delineating any Project Area for Mining Operations or Beneficiation Operations, the occupation of which is requested by the Mine Project Company within the framework either of the conclusion of a Specific Agreement, or of a Project Lease Request or proposed Additional Specific Agreement, the expropriation of the land in such Project Area shall be governed by the Mining Code. (c) The Railway Agreement and Mineral Terminal Agreemem shall discuss expropriation of any lands needed for the Railway Operations and Mineral Terminal Operations, but the Parties amici pate that no new land will need to be expropriated for the MineraJ TenninaJ Operations (other than for the tum-around loop because a port facility has already been of the land needed for the Railway Operations created), and expropriation will result in the State owning such land and leasing it to the Railway Project Company. 28.2 Fees and indemnification (a) The Mine Project Company shall be liable to pay all indemnities due to as a result of: Third Parties (i) any expropriation carried out pursuant to the provisions of Article 28.l(b); (ii) any disturbance of peaceful possession, by a Third Party, of tbc land or the activities they conduct therein as a result of: they occupy (A) the grant to such Project Company of rights to occupy this Project Area; or (B) the conduct of activities in the same area; and (iii) any loss or damage caused to a Third Party or their assets by a such Project Company, its Contractors or Subcontractors, including their employees, in compliance with the provisions of Article 28.2(b ). (b) With respect to indemnities due to Third Parties under Articles 28.2(a)(i), 28.2(a)(iii): 28.2(a)(ii) and (i) tbe costs, indemnities and, more generally, all charges resulting from the application of measures aimed at releasing, and granting a right of enjoyment in, the taxable land are borne by the Mine Project Company; and v page 1121 (ii) the Mine Project Company shall ft~lfil its payment obligation within thirty (30) Days following receipt of said terms aud conditions for payment, expressly provided that the rights to occupy and enjoy auy land granted to the Mine Proj eel Company is conditional upon the prior payment, by the Mine Project Compauy. (c) The Mine Project Company shall be liable for the payment of all fees, duties and charges incurred by any Governmental Entity in coauection with the implementation and conduct of any expropriation procedure carried out pursuaut to the provisions of Article 28.1 (b). 28.3 Publications The land concerned by the expropriation measure and by the indemnities paid to Third Parties (and the latter's identity) pursuant to the provisions respectively of Articles 28.1 and 28.2, shall be published in the Official Gazette, to the extent required by Legislation. 28.4 Direct right of Third Party beneficiary Each Third Party beneficiary of the indemnities referred to in Article 28.2(a) shall be entitled to the direct benefit of the provisions of this Article 28. 29 HEAL Til AND SAFETY, ENVIRONMENT AND COMMUNITY 29.1 General provisions (a) The Parties acknowledge that the protection of the Environment and the issues of safety, health aud protection of Living beings and local communities are a key element of the Project. (b) As a conscqucocc, each Project Company, its Contractors and Subcontractors shall wtdertake the Project Operations of which they are in charge or for which they operate, in accordance wir.h tbe provisions of this Article 29 and, in accordance with: 84, 85 and 87 of the Mining (i) the Legislation (including Sections Code, Sections 118 and J 19 of the Mining Code Implementing Decree and the laws relating to vapour and gas pressure vessels (Law n°2002/0 13 of 30 December 2002)) and the law relating to establishments classified as hazardous, unhealthy and uncomfortable; (ii) that portion of tbe Environmental and Social Assessment and Managemem Plan which relates to r.heir respective activities, aud auy environmental and social assessment and management plan required pursuant to the provisions of Article 19.1 (b )(iv); (iii) with respect to the Beneficiation Operations, r.he provisions of tbe other applicable Project Agreements; (iv) Good International Industry Practice; aud (v) more generally, international staudards applicable to protection of the Environment, safety, health and protection of living beings generally accepted in the mining, railway and port industries. v pagel122 II!J (c) Each Project Company shall be responsible for compliance by each Contractor and Subcontractor it uses for lhe purposes of the Project Operations of which it is in charge, with the obligations contained in this Article 29. (d) Subject to Article 50.4, the State shall be entitled to exercise its Reserved Rights to rectify or prevent any actual or reasonably anticipated violation of lhe health, safety, environmental and other related standards set forth in lhe Project Agreements and such exercise, for lhe avoidance of doubt, shall not serve to entitle any Project Company or Cam Iron to any of a State Fault. compensation or indemnification except in the event 29.2 Environment 29.2.1 Environmental obligations (a) Cam Iron hereby and each Project Company by lhe Specific Agreements, undertake to strictly perfonn all their respective obligations under tl1e Environmental and Social Assessment and Management Plan and, as lhe case may be, any environmental and social assessment and management plan required pursuant to lhc provisions or Article 19.1(b)(iv). In this Article 29, any reference to lhe Environmental and Social Assessment and Management Plan includes any environmental and social assessment and management plan implemented pursuant to the provisions of Article 19.l(b)(iv). (b) Each Specific Agreement shall bind the signatory Project Company to, and sball further detail, the obligations for which it is liable under the Social Assessment and Management Plan. Environmental and (c) The Environmental and Social Assessment and Management Plan sball be revised upon mutual agreement oflhe Project Companies and the State to take into accowl! the evolution of lhe Project and lhe environmental constraints attached to the Project, according to the following schedule: (i) with respect to the obligations borne by Mine Project Company, at the time of renewal of the Exploitation Penuit, if any; and (ii) with respect to the obligations borne by lhe other Project Companies, on the date determined by each Specific Agreement. (d) In order to secure the obligations it bears under lhe Environmental and Social Assessment and Management Plan and this Convention including in terms, inter alia, of remedying the damages it caused to the Environment, rehabilitation of the Project Area it occupies and. more of its environmental obligations: generally, proper performance (i) the Mineral Terminal Project Company (or Cam Iron on behalf of the Mineral Terminal Project Company) shall, within teo (10) Business Days from Project Commissioning, issue a Bank Guarantee (the "Mineral Terminal Project Company Environmental Bank Guarantee") in an amount equal to twenty million (20,000,000) US Dollars, and shall maintain such Mineral Terminal Project Company Environmental Bank Guarantee in place until one (I) year after t11e expiration of the concession to operate lhe Mineral Tenninal v page 1123 frA Concession. (ii) the Mine Project Company (or Cam Iron on behalf of the Mine Project Company) shall, within ten (I 0) Business Days as from the commencement of ground construction in the Construction Phase of the Project Facilities shall issue a Bank Guarantee ("Mine Project Company Environmental Bank Guarantee") in an amount of twenty million (20,000,000) US Dollars and shall maintain such Mine Project Company Environmental Bank Guarantee until one year after the expiration of the Mining Permit; provided that at such time as the total amount of cash on deposit in the Rehab Escrow Account reaches twenty million (20,000,000) US Dollars, the Mine Project Company Environmental Bank Guarantee may be terminated or reduced. (e) 1be State may draw down on the Mineral Temtinal Project Company Environmental Bank Guarantee or the Mine Project Company Environmental Bank Guarantee every time the relevant Project Company has failed to fulfil, through its own action or that of a Contractor, Subcontractor or other Third Party involved in the Project Operations of which it is in charge. its obligations under Legislation regarding protection of the Environment and health and human safety, its obligations under Article 29.2, including its obligations under the Environmental ions of Cameroon (the "South and East Regions Plan") with a view to managing the social and environmental impact resulting from the Project. (b) Although it is primarily the State's responsibility, the implementation of the South and East Regions Plan calls for an involvement of Cam Iron, as a corporate citizen, to prevent the risk of the adverse social and environmental impact that will be generated by the Project. (c) Cam Iron's joint social liability with the State shall not be deemed to relieve it of its obligations under the Environmental and Social Assessment Management Plan to address the immediate impact of the Project. (d) Accordingly, in addition to its other obligations under this Convention, Cam Iron undertakes to make a cash contribution of twenty million (20,000,000) US Dollars per year for five (5) years commencing on the Date of Entry into Force to fmance the South and East Regions Plan. (e) The State has announced an overall fmancing commitment to implement pagel128 lhe Soulh and East Regions Plan of eight hundred million (800,000,000) US Dollars and, in funherance thereof, the State commits to contribute funds for the Soulh and East Regions Plan in an amount at least equal to the contribution of Cam Lron set forth in the preceding paragraph and during the same five (5) year period. For avoidance of doubt, the foregoing announcement shall in no manner give rise to any claim or cause of action by Cam Iron or a Project Company against the State with respect to such funding commitment. (f) Contributions of Cam Iron and the State in respect of the Soulh and East Regions Plan shall be made to a specific fund administered in a manner determined by the State that shall be set up to finance the South and East Regions Plan (the "Special Development Fund''). The State hereby agrees to hereinafter organize the Special Development Fund. With respect to the long term funding of the development of the area impacted by the Project, the State intends to allocate thirty percent (30%) of its portion of the base charge tariff paid by Expansion Capacity users and 30% of the lease payments it receives in connection with the Mineral Terminal Site and Railway Siie to fund the Special Development Fund. For avoidance of doubt, the foregoi11g intention shall in no manner give rise to any claim or cause of action by Cam Iron or a Project Company against the State with respect to such funding commitment. (g) In addition, the Project Companies shall also contribute or shall cause Marketing Company to contribute to the Special Development Fw1d (which in addition to other uses may be used for university and technical educational purposes) an amount equal to 0.75% of the gross sales price of Mbalam Ore sold (whether it is sold as part of Blended Ore or otherwise). (h) This fund shall be managed by a "Fund Committee" to be implemented by the State which is to develop a plan for managing and overseeing the use of the funds in the Special Development Fund for the activities set forth in the South and East Regions Plan. The Fund Committee shall consist of a number of representatives equal to twelve ( 12), of which four (4) will be appointed by Cam Iron (but only during the Term of the Project), four (4) by U1e Stale, and four (4) will be appointed from among local representatives and development experts. The Parties may vary this arrangement by mutual agreement. (i) fn addition to the Special Development Fund, Cam Iron w1dertakes to fund a sustainable development and community support fund pursuant to which Cam Iron or the Project Companies will contribute, (A) from the Date of Entry into Force until the Date of First Commercial Shipping, the aggregate sum of seven hundred thousand (700,000) US Dollars per year (adjusted by the Inflation Adjustment) and (B) from and after the Date of First Commercial Shipping, for the Term of the Project, contribute three quarters of one percent (0. 75%) of the Project Companies' net profits after Tax to enable Cam Iron and the Project Companies to carry out env ironmental and community support programs within the framework of the sustainable development undertakings entered into under the Environment al and Social Assessment and Management Plan. (j) The Parties agree that all amounts expended from any fund established in accordance with this Article should be audited. page 1129 rm (k) The Parties will agree on a protocol to manage the Special Development Fund and Fund Committee to ensure there is clarity and transparency with respect to the fonnation, operation and accountability of both the Special Development Fund and the Fw1d Committee. 29.5.2 Protection of Biodiversity and Sustainable Development ofUF A I 0-034. (a) Given the contiguous perimeter of the Exploitation Area with that of the Forest Management Unit ("FMU") No. 10-034, the Parties agree to include this FMU as an important part of the biodiversity conservation and sustainable development component of the Project. The Parties shall enter into a convention that shall detail the basis for the management and operation of activities within the FMU ("Conservation Convention") and, without limiting the Conservation Convention it shall include provisions dealing with: (i) the conservation of the FMU as a biodiversity area and the preservation of aU carbon credits associated with the FMU for the benefit of the Project Companies; (ii) the establishment of an ecotourism facility within the FMU; and (iii) the protocols for securing the FMU and dealing with trespasses. (b) The State shall: (i) not unreasonably withhold its consent to a request to issue to Cam Iron the necessary authori7.ations tor such conservation activity after the Sit,'llature Date; and (ii) use its reasonable efforts to do all that might be reasonably necessary from time to time to enable the Project Companies to utilize the carbon credits associated with the FMU. (c) Cam Iron will, in accordance with the Conservation Convention, submit to the State a plan for conservation and sustainable management of the FMU I 0-034. Cam Iron shall also (i) pay an annual fee of two thousand per hectare from the Date of Entry into Force until the (2,000) CFA Franc date of Project Commissioning and three thousand (3,000) CFA Franc per hectare from and after the date of Project Commissioning, in each case, into a fund established pursuant to the Conservation Convention, and (ii) to fund the expenses related to such conservation. {d) Further, Cam Iron will fund its conservation activities within the FMU. (e) All funds generated by, after offsetting the reasonable costs of, ecotourism activities in the FMU shall be transferred to the Special Development Fund. (I) Where for the purpose$ of any Legislation the Project Companies are required to obtain carbon credits for their activities then the Project Companies may source those carbon credits from the FMU at no cost. page 1130 30 ADMINISTRATIVE AND TECHNICAL SUPERVISION AND FINANCIAL AUDIT 30.1 Applicable standards The Project Companies shall conduct and ensure that their Contractors and Subcontractors conduct the Project Operations of which they are in charge in accordance with, among other applicable standards, Legislation. the Environmental and Social Assessment and Manage.rnent Plan, the Operating Standards and Good International Industry Practice with respect to the mining (exploitation and processing), railway, port and other applicable industries, with consideration of th.e scale of the Project. 30.2 Ad ministrative supervision (a) For the Tenn oJ the Project, the State has the right to audit and inspect for all the Project Operatjons as contemplated in Artkle 30.2(b)(i) and all other operations, activities and assets of the Project Companies. This right is exercised either by mining officials, or by authorised and qualified representatives of the State's tax administration, or by customs agents appointed for that purpose, by other representatives of the Stale or by consttltants authorised by the State (the "Auditors"). (b) The purpose of the administrative supervision referred to in Article 30.2(a) is to control the technical regularity of the conduct of the Project Operations and in particular the conditions: (i) of conduct, by each Project Company, Contractor, Subcontractor or Subsidiary of the Project Operations of which it is in charge; (ii) of compliance, by any Project Company, Contractor, Subcontractor or Subsidiary with its obligations tmder the Environmental and Social Assessment and Management Plan; (iii) of preservation of public safety, safety and health of the personnel; and (iv) of compliance with the Project Agreements and the Legislation. (c) lo addition, the State has the right to cause the records and books of account relating to the Project Operations to be examined by the Auditors, in accordance with lhc provisions of an accounting procedure to be agree to by the Parties prior to the Date of Entry into Force. (d) It is understood that the Auditors shall have the right to. inter alia: (i) access and inspect at any time the sites, premises, facilities, works, vehicles, ships, aircraft, machines and other equipment (in particular the devices for counting and measuring the Sale Products with regard to mining sites) used for the purposes of the Project Operations and subject to presentation of a sheet of the regulatory fonn delivered by Ministry in accordance with the provisions of Section 101 of the the Mining Code; (ii) examine and receive copies or extracts of docun1ents, reports and to the Project Operations; other documents relating V page 1131 (iii) witness during the period up to Project Commissioning, all material tests, trials and controls initiated by any Project Company, and the Project Companies shall use its reasonable efforts to rlotify the State of all such material tests, trials and controls at least seven (7) Days prior to their commencement (except where the nature of the test requires less notice), and the State will use its reasonable efforts (obligation de moyens) to notify the relevant Project Company of its plans to participate; and (iv) carry out any examination and investigation to make sure the provisions of the Legislation and those of this Convention and the Project Agreements are complied with. (e) At least fifteen (15) Days prior to the commencement of any administrative and technical supervision or financial audits under this Article 30, the State shall inform lhe relevant Project Company of the conduct of such audits, their purpose, the Auditors' identity and the duration of such operations and audits. In the performance of their duties, the Auditors shall comply with all the internal rules and procedure in force with the Project Company during their stay in the latter's premises and facilities, provided that such an obligation shall not hinder their task. The State will use reasonable efforts (obligation de moyens) to notify the Project Companies in advance of audits but has the right to forgo such notice and conduct surprise audits. (f) Before undertaking an audit as provided in this Article 30.2, the State shall ensure that the Auditors advise the chairman of the Joint Committee of the pending audit and the chairman shall use reasonable efforts (obligation de moyens) to ensure that the Auditors do not create an unreasonable administrative burden on the Project Operations. (g) At least fifteen (15) Days prior to the commencement of any administrative and technical supervision or financial audit undertaken pursuant to the terms of the Finance Documents, tbe relevant Project Company shall keep the State abreast of the time table for said audits, of their purpose, and of the duration of these audits. (h) The relevant Project Company shall supply all necessary assistance to the Auditors and shall put at the Auditors' disposal, the reasonable material means required to enable the Auditors to fuLfil their duties. The relevant Project Company shall abide by any reasoned measures for which it is notified during the inspection operations or after such operations (including the installation, at its expense, of equipment aiming at preventing or remedying any likely hazard, attributable to the Project Operations, to public safety, its personnel, the Environment, archaeological sites and reserves, classified reserves, public buildings, sources of water and groundwater and public roads); provided that the measures in question have been discussed in the presence of the Parties. (i) The relevant State ministry(ies) shall oversee the drafting of a mutually agreeable manual describing the procedures applicable to all Project Areas, which will reiterate the provisions of this Article 30 and detail the frequ~>ncy at which lhe Auditors can undertake the operations described above, which are not to exceed : (i) one (1) time per Calendar Year for tax audits; page (132 (ii) two (2) times per Calendar Year for customs audits; and (iii) one (I} time per Quarter for any other audits, unless the State has, in good faith, formed the view that an unscheduled audit is justifiable. 30.3 Reports (a) ln addition to any other reports required by the Legislation, the Mine Project Company shall provide to the Minister the activity reports relating to the Mining Operations in accordance with the provisions of the Mining Legislation, that is to say as of the date of this Convention: 111 (i) at the latest the fifteenth (15 ) Day of eacb calendar month following Project Commissioning, a detailed report on the production of Mbalam Ore and, as the case may be, the Blended Ore and the Beneficiated Ore, including all details on the quantity and value of the Products so generated during the preceding calendar month; (ii) at the latest on the ninetieth (90"} Day after the conclusion of each Calendar Year after which the Date of Entry into Force bas occurred: (A) a report containing details on all the works undertaken in connection with the Exploitation Permit, in particular the details relating to the production of all Products. the development works, exploration works and other useful information in terms of geology and mining resources in the Exploitation Area and (B) any information required specifically for mining companies listed on the Australian Securities Exchange in respect of the reporting of resources and reserves, even though the Mine Project Company may not be listed on that exchange; and (iii) prior to March 31 of each Calendar Year after which the Date of Entry into Force has occurred, a statistical repon for each permit and authorization comprising: (A) the number of the mining permit or authorization; of establishment or renewal; (B) the date (C) an analytical summary of the progress report of the works carried out during the previous year; (D) an executive geological and mining report illustrated by an appropriate plan; of staff working Days; (E) the number and content of extracted raw materials; (F) the weight, nature of obtained market minerals; (G) the weight, nature and content (H) the weight, nature and content of various consignments of exported minerals indicating the places and dates of dispatch and delivery; page 1133 (I) a report of stocks of raw products and market products as at 31 December; (J) the list of accidents which have led to more than 4 (four) Days of industrial disability; and (K) the volume, in the case of the geothermal deposit, spa or thermo-mineral waters as concerns the statistics required for (I) above must be provided. sub-sections (F), (G), (H) and (b) Each Project Company shall also provide, 'vithin the time-limits set forth in the Legislation: (i) the status of implementation of the Environmental and Social Assessment and Management Plan; and i) the audited financial statements of each respective Project Company (i prepared by the Independent Accountant. (c) The Mine Project Company shall also provide, in fonn reasonably sMisfactory to theM inister, reports with respect to minerals reserves and withJORC, NI-43-101. SAMREC or other mutually resources, compHant agreeable standards. (d) The obligations of the other Project Companies in terms of preparation and submission of reports to the State as specified in each Specific Agreement Md include, notably, the provision of the audited flllllllcial statements within the time-limits set forth in the Legislation. 30.4 Measures Each Project Company shall adopt procedures for countiog and measuring the Sale Products (including tonnage, content, granulometry and metallurgical content) in line with the practices generally accepted in the inten1ational iron ore industry with a view to drawing up the reports and calculating lhe fees referred 10 in Article 34.1. To the extent feasible, the Project Companies shall use automated devices for these procedures, which will need to be certified by an independem expert in such certifications. A certificate of authenticity shall be issued to this effect by the laboratory of the Ministry or any laboratory approved by the Minister. The Project Companies, Contractors and Subcontractors shall maintain all physical books and records related to the Project (other than with respect to environmental, health and safety mailers) for a period of five (5) years and all electronic records and physical records relating to environmental, health and safety matters shall be maintained throughout the Term of the Project and five (5) years thereafter, as each such period may be extended as required by Legislation. 30.5 Joint Committee 30.5 .I Creation of the Joint Committee Within thirty (30) Days following the Date of Entry into Force, the committee described in this Article 30.5 (the "Joint Committee") shall be estabHshed for the Project. pagel134 v ron 30.5.2 Comoosjtion of the Joint Committee (a) "The Joint Committee shall initially be composed often (10) members and thereafter may be modified upon agreement of the Project Companies and the State: (i) for Cam Iron, half of the total representatives, each assisted by an alternate, as the eltisting Project Companies during the Tcnn of the Project and representatives having specific expertise in terms of health, safety and Environment, ft~tance and administration and port and human resources, who shall be designated by Cam fron in agreement with the Project Companies, and among whom Cam Iron shall elect a principal representative (the "Cam lron Representative"); and (ii) for the State, half of the total representatives and alternates as those appointed for their specific expertise in tcnns of mining, finance and customs, employment law and immigration, Environment, port and transportation, notably by rail, who shall be designated by the State, and among whom the State shall elect a principal representative (the "State Representative"). (b) The alternates appointed by a Party shall act only in case the representatives designated by said Party are unavailable. Each Party is entitled to replace its representatives or alternates at any time by giving wriUen notice to the other Party of such replacement. (c) The State and Cam Iron may arrange for a reasonable number of members of their personnel to take part in meetings of the Joint Committee. However, only the persons appointed as representatives of the State and of Cam Iron, or, in their absence, their alternates, shall have a right to vote on the Joint Committee and be included for purposes of determining the budget for the Joint Committee. Each pennanent representative or, in the absence of a permanent representative, his or her alternate representative, shall have one (I) vote and shall be deemed to be authorized to represent and to bind the Party that appointed it on any subject within the competence of the Joint Committee. Any person attending the meetings of the Joint Committee shall be under a strict obligation of confidentiality with regard to the discussions, the questions raised and the information disclosed. Nevertheless representatives of the State and of Cam Iron shall have the right to debrief their respective principals and advisors on the discussions and questions raised. Disclosure of confidential information as required by the Legislation or other applicable law shall not be a violation of this restriction, and confidential information may be disclosed to the extent that it: (i) is or becomes generally available to the public or in the industry other than as a result of a disclosure by the recipient in breach of this Convention; (ii) was within the possession of the recipient or the Party with which that recipient is affiliated prior to its being furnished to the recipient, provided that the source of such infonnation was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the provider with respect to such infonnation; (iii) is or becomes available to the recipient or the Party with which that recipient is affiliated on a non-confidential basis from a source other than the provider, provided that such source is not bound by a confidentiality page! 135 v f}t\ agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the provider with respect to such information; or (iv) was independently developed. 30.5.3 Competence of the Joint Committee (a) The Joint Committee shall examine all matters put on its agenda with respect to the orientation, programming and control of the conduct of the Project Operations. Within this framework, the Joint Cornmillee is empowered to: (i) review and provide any comments on the annual work programs and related budgets in accordance with the provisions of Article 9.3 as well as any potential modifications thereof; (ii) control the execution of the budgets for the Joint Committee; on U1e matters which it is expressly meant to deal with under (iii) decide this Convention; and (iv) be consulted about key appointments to the management of the Project Companies. (b) Each Project Company shall submit its proposals to the Joint Committee concerning: (i) the annual works programs and related budgets of sucl1 Project Company; (ii) any modifications to be made to such annual works programs and related budgets of such Project Company; (iii) matters needing determination under this Convention; and (iv) key appointment to the management of Project Companies. (c) The members of tile Joint Committee consult one another on the matters submitted to them in order to reach a unanimous decision. When a matter is not decided unanimously during a meeting of tbe Joint Committee, the examination of such matter shall be postponed to a subsequent meeting of the Joint Committee which shall take place, as convened by Cam Iron, at least ten (10) (but no more than forty five (45)) Days following the date of the first meeting. During this period, the Parties shall meet and Cam Iron shall provide all infom1ation and details as may be required by the State in its capacity as a member of the Joint Committee. If, during the subsequent meeting, the members of the Joint Conunittee do not reach an agreement on the decision to be ntade, minutes of the meeting must be prepared in order to expose the position taken by each Party. (d) The role of the Joint Conunittee with respect to the matters referred to in one on which it is to be consulted, and no Article 30.5.3(a)(iv) is merely decision of the Joint Conunittee shall be required. of the Joint Committee 30.5.4 Meetings page )136 -. v OTI (a) The Joint Committee shall meet at any time at the request of the State Rcprcscntati ve or the Cam Iron Representative and at least twice {2) per Year. Notices of meetings of the Joint Committee will be scot Calendar to the members thereof by the Party that took the initiative for the (30) Days before the anticipated date of the meeting, at least thirty of meeting shall contain an indication of the date, meeting. Every notice of the planned meeting and the proposed agenda of such time and place meeting. Meetings of the Joint Committee will be held in Yaounde, Cameroon, or another location agreed to by the Cam Iron Representative and State Representative. (b) When Cam Iron takes the initiative to call a meeting, it shall provide the State Representative within a period of at least fifteen ( 15) Days before the anticipated date of the meeting, with all the items of infonnatioo of decisions at the meeting. necessary for the taking (c) Each of Cam Iron Representative and the State Representative shall be entitled to add subjects to the agenda, subject to giving notice thereof to the other representative at least fifieen ( 15) Days before the anticipated date of the meeting. No decision may be taken at a meeting of the Joint Committee on a subject that has not been included on the agenda for the meeting in advance, unless otherwise agreed to by each of the Cam Iron State Representative. Representative and the 30.5.5 Consultation (a) At any time before the Joint Committee is referred to assist in the making of a decision as provided under Article 30.5.3, a Party's representative may submit tbe matter to the other Party's representative who bas the expertise required to examine the matter and such representatives shall endeavour to determine the matter before submitting it to the Joint Committee. (b) Where the matter referred to in Article 30.5.5(a) is substantial, it shall be referred to the State Representative who, after having consulted with the Cam Iron Representative, may refer the matter to the Joint Commiuee for examination. 30.5.6 Sub-committee The activities oft be Joint Committee may be referred to a sub-committee. 30.5.7 Chairing and secretariat Meetings of the Joint Committee will be chaired by the State Representative. The Cam lron Representative will act as secretary and a member of the Joint Committee appointed by the State will act as deputy secretary. 30.5.8 Minutes The secretary and the deputy secretary of the Joint Committee shall prepare written of each meeting and shall send a copy thereof to the State Representative and minutes Cam Iron Representative within fifteen (15) Days of the date of the meeting, tor the approval or comments, and the State Representative and Cam lron Representative v page 1137 will respond to the comments of the other Party's representatives will respond within a reasonable time period. 30.5.9 Decision without meeting (a) Any question may be submiued to tbe Joint Committee for a decision without giving rise to a formal meeting of tbe Joint Commiuec, for example, in the event of an emergency, on the condition that the Party taking this initiative transmits the question to tbe other Party in writing. In tbis event, each of the Parties must inform the other of its vote within {20) Days of receipt of tbe said question, unless tbe question twenty submitted to tbe vote requires a decision to be made within a shorter period, which period, save in urgent cases, shall reasonably provide for notice and opportunity to respond (not to exceed the twenty (20) Days noted above). The absence of a response from a Party on the question under discussion shall be deemed to represent a negative vote. (b) Any decision adopted by the Parties according to tbe terms and conditions provided by Article 30.5.9(a), shall have tbe same value as a decision adopted in the context of a fonnal meeting of the Joint Committee. 30.5.10 Extemal specialists The Joint Committee may decide to hear any person whose interview is requested by one of the Parties. Each Party may also, at its own expense, arrange for meetings of the Joint Committee to be attended by external specialists of its choice, on condition that it obtains a confidentiality undertaking from such specialists. 30.5.11 Funding of Joint Committee (a) At least fony-five (45) Days prior to the beginning of each Calendar Year, Cam Iron shall, in consultation with the State, send to the State a proposal for funding the Joilu Committee for lbe following Calendar Year, on tbe basis of lbc estimated operational costs, including the daily of the State Representatives. compensation (b) TI1e State, within forty-five (45) Days following receipt of the aforementioned proposal, shall: (i) accept lbis proposal; or (ii) provide its comments and recommendations to Cam Iron. (c) In case of the State's failure to respond within the aforementioned period, State shall be deemed to have accepted the proposal. the (d) In case of a disagreement between tbe State and Cam Iron, the Parties undertake to seek an agreement on the funding of the Joint Committee. In lbe absence of an amicable settlement within sixty (60) Days following of the State's comments and recommendations, the amOlmt of tbe receipt Joint Committee's budget for the contemplated calendar Year shall be equal to the higher of: (i) the sum of one hundred percent (100%) of the prior Calendar Year's budget plus the Inflation Adjustment; or (ii) the Cam lion, the Panies will also discuss a method of amount proposed by -- . page (138 paying per diems to such members of the Joint Committee. (e) The Mine Project Company shall fund the approved budget of the Joint Committee. 30.6 Transparency (a) In order to ensure the State can properly discharge its rights to monitor the activities associated with the Project, it is agreed between the Parties that the following agreements will be entered into: (i) Monitoring Agreement-Blending; (ii) Monitoring Agreement - Marketing; and (iii) Monitoring Agreement-Treasury. (b) The Parties will enter into or otherwise arrange for the provision of any documents necessary for the Project Companies and their parent companies to comply with applicable provisions of Australian legislation regarding any payments received on account of service on the Joint Committee. 31 BANK GUARANTEES 31.1 Issue of Bank Guarantees (a) Cam Iron (or the Mine Project Company) will cause a Bank Guarantee ("Mine Project Company General Bank Guarantee") to be issued for the benefit of the State in an amount of twenty million {20,000,000) US Dollars (subject to the Inflation Adjustment) and to be available for draw in the event that the Mine Project Company is obliged to pay to the State for breaches of its obligations under the Project Agreements (other than environmental breaches) occurring on and from the Date of Entry into Force until one (I) year atlcr the date Project Commissioning occurs. (b) The State shall release any Bank Guarantee provided in Article 31.1 (b). The State shall release the Mine Project Company General Bank Guarantee if the State has made no payment request under the tenns of the Mine Project Company General Bank Guarantee upon the expiration of the term the Mine Project Company is required to maintain the Mine Project Company General Bank Guarantee. (c) If one or more of the conditions described in Article 3l.l(b) have not been met for either Cam Iron or the Mine Project Company, the tenn of any Bank Guarantee shall be extended for one (I) or several successive one (I) year pe.riods until all of the conditions referred to above have been met, it being understood that the fulfilment of such conditions will be assessed only at the end of each aforementioned one (I) year period. (d) Pursuant to Article 54.2, each of the Railway Project Company, the Mineral Terminal Company and other applicable J>roject Company shall cause Bank Guarantees to be issued for the benefit of the State. pagol139 ((() 31.2 Issuer of Bank Guarantee For the purposes of Articles 29 and 31 a Bank Guarantee must be issued by a bank with an Acceptable Bank Rating. 31.3 Bank Guarantee Claims (a) Each Bank Guarantee issued on behalf of any Project Company must guarantee: (i) payment of any damages and reimbursement of any mitigation or cure expenses incurred by lhe State for violations of a Project Agreement by the respective Project Company, its Contractors and Subcontracwrs; (ii) the resolution of all issues associated wilh the reservations potentially issued by the State at the time of the transfer to it by the Railway Project Company and Mineral Tenninal Project Company respectively of those Assets which each is to transfer pursuant to Articles 12.2.1 and 13.4: and (iii) the payment of any penalties owed by such Project Company in accordance with the provisions of Article 50. (b) The Bank Guarantee must guarantee the payment of any penalties owed by Cam Iron or the Project Companies in accordance with the provisions of Article 50. (c) In the event of a total or partial claim on a Bank Guarantee, Cam Iron or Project Company U1at caused U1e issue of the Bank Guarantee shall immediately replenish such Bank Guarantee at its initial amount as soon as possible, with updated amounts, as the case may be. (d) For the avoidance of doubt, neither the existence nor a claim to any Bank Guarantee shall limit the State from submitting a claim against the Project Companies in the case where U1e amounts guaranteed happened to be insufficient to fully meet the obligations of a Project Company in accordance with this Article 31.3. (e) The State shall nOL be required to subordinate its rights under any Bank Guarantee to any Lender or Third Party. (f) Bank Guarantees shall be specific to the Project Company delivering them and shall not also cover obligations of other Project Companies unless expressly provided for. 32 PERSONNEL 32.1 Scope of the Collective Bargaining Agreement (a) The Project Companies and their Affiliates incorporated as Cameroonian Companies shall apply the Collective Bargaining Agreement to their Cameroonian employees. (b) The Project Companies' Contractors and Subcontractors which are v pagel140 incorporated as Cameroonian Companies shall have the choice to enter into and apply the Collective Bargaining Agreement to their employees who are specifically used to carry out services in connection with lhe Project. (c) The Project Companies' Affiliates operating in Can1eroon, Contractors and Subcontractors which are incorporated as foreign (i.e. non- Cameroonian) companies shall have lhe choice to enter into and apply lhe Collective Bargaining Agreement to their employees who are specifically used to carry out services in coMcction wilh the Project. The Cameroonian employees of the Project Companies' foreign Affiliates, Contractors and Subcontractors incorporated as foreign companies shall be granted employment terms and conditions not less favorable than those provided for in lhc Collective Bargaining Agreement. 32.2 Scope of Article 32 (a) The provisions of this Article 32 shall apply to the Project Companies and their Affiliates incorporated in Cameroon. (b) The following provisions of this Article 32 shall apply mlllatis mutandis to the Project Companies. Contractors and Subcontractors, irrespective of whether such entities are incorpomted as Cameroonian Contractors or Cameroonian Subcontractors or foreign entities operating in Cameroon: (i) provisions relating to priority given to Cameroonian nationals as set fonh in Article 32.3; (ii) provisions on working time and ammal leaves as set fortl1 in Article 32.8 for their Cameroonian employees and for employees whose work contract is subject to Legislation, it being specified that work contracts of toreign employees working on Rosters during the Construction Phase shall not be required to be subject to Legislation; (iii) general employment provisions as set fortll in Article 32.10; (iv) HSECS provisions set fortll in Article 32.11; and (v) application process for Immigration Doctll11ents for Foreign Personnel as per Article 32.12. of this Article 32 shall apply in accordance with (c) The following provisions their terms to the Main Contractors and Main Subcontractors of the Project Companies which operate in Cameroon: (i) provisions on priority given to Cameroonian nationals as set forth in Article 32.3; (ii) provisions on quotas set forth in Article 32.4; (iii) provisions on professional training and transfer of know-how as set fortll in Article 32.5 (excluding, for the avoidance of doubt, the fmancing obligations in Anicle 32.6); ual leaves as set fonh in (iv) provisions on working time and ann page ) 141 /(f(\ Article 32.8 for their Cameroonian employees and for employees whose work contract is subject to Legislation, it being specified that work contracts of foreign employees working on Rosters during the Phase shall not be required to be subject to Legislation; Construction (v) general employment provisions as set forth in Article 32.10; (vi) HSECS provisions set forth in Article 32.1 1 ; and (vii) application process for Immigration Documents for Foreign Personnel as per Article 32.12. (d) Consequently, the Project Companies shall require in their contractual arrangements with their Contractors operating in Cameroon that the latter comply with the above provisions, and that such Contractors shaU impose the same obligations on their Subcontractors operating in Cameroon (and on their own subcontractors operating in Cameroon, if applicable) so as to give full eflect to this Article 32.2. 32.3 Priority to Domestic Employment throughout the Term or the Project (a) Throughout the duration of the Project, the Project Companies, the Contractors and Subcontractors undertake to give priority to the employment of Cameroonian nationals, subject to their availability at the time of recruitment and required level of qualification and professional experience. !'or the avoidance of doubt, in making this assessment, the Project Companies shall not discriminate against Cameroonian nationals based on the work conditions applicable to them pursuant to Article 32.1 1. 1l1e Project Companies shall procure that their Contractors and Subcontractors shall comply with this obligation. (b) Accordingly the Project Companies, the Contractors and Subcontractors shall recruit their operational staff working on the Project in Cameroon as follows: (i) from the local Cameroonian nationals residing in the region of the Exploitation Area, Mineral Tenninal Area and Railway Area throughout the· duration of the Project; (ii) from the ranks of the constmction contractor's Cameroon national construct ion workforce; and (iii) throughout Cameroon and from the international Cameroon diaspora. (c) The Project Companies undertake to timely provide the Labor Committee with details on the workforce (number, level of qualification, etc.) that shall be needed to carry out all the major construction and operation- related works of the Project for the Labor Committee to be in a position to assist in sourcing l ocal Cameroonians for such works. (d) Where Cameroonian nationals with the required level of qualification and professional experience cannot be identified or are not available, foreign nationals may be recruited. v page)142 ' 32.4 Quotas (a) The Parties acknowledge that their joint intention is each Project Company and the Main Contractors and Main Subcontractors achieve during the Exploitation Phase the following minimum quotas of Cameroon nationals among their employees located in Cameroon and working on the Project (i) for managerial positions: at least fifty percent (50%) of national employees five (5) years after the beginning of the Exploitation Phase, ramping up to sixty percent (60%) of national employees seven (7) years after the beginning of the Exploitation Phase; (ii) for supervisory positions: at least 60% of national employees three (3) years after the beginning of ti1e Exploitation Phase and seventy- five percent (75%) of national employees seven (7} years after the beginning of the Exploitation Phase: and (iii) for unskilled positions: at least eighty-five percent (85%) of national employees three (3) years after the beginning of the Exploitation Phase. (iv) len (10) years afler the beginning of the Exploitation Phase, ninety percent (90%) of all categories of employees shall be Cameroonian nationals. (b) The quotas above shall be calculated by taking into account the workforce at the level of the Project Company and, based on the full time equivalent, the pan of the workforce of the Main Contractors and Main Subcontractors wbo are employed or used for the purpose of the Project as idemified in the "safety and accident prevention plan" required by the Project Companies from the Main Contractors and the Main Subcontractors. (c) The Parties acknowledge that the above quotas are non-binding targets but that it is in their best interest to maximize U1e Cameroonization of U1e workforce involved in the Project and that the undertakings relating to professional training and financing thereof set forth in Articles 32.5 and 32.6 are given in order to further such joint interest. 32.5 Professional Training and Transfer of Know-Row (a) The Project Companies shall, from the beginning of the Construction Phase and throughout the Exploitation Phase, provide a budget as indicated in Article 32.6(a) below and deliver or require the Main Contractors and/or Main Subcontractors to deliver professional ongoing trairting ptO!,'Tllms on (i) health, safety and risk management and (ii) trades required for the Exploitation Phase of the Project, with a view to maximizing the Cameroonization of the workforce and more generally to providing development and careers opportUnities for their Cameroonian workforce. (b) Ac<::ordingly each Project Company undertakes to inlplement or require the Main Contractors and/or Main Subcontractors (except those in charge of construction during the Construction Phase) to inlplement. in close V page(143 I 'On cooperation with the competent departments of the State, professional training structures and programs for its Cameroonian workforce in the business segment in which it operates for the Exploitation Phase of the Project. (c) lf required and in order to assist the Project Companies in implementing or causing the implementation by the Main Contractors and/or Main Subcontractors of the contemplated training programs, the State and the Project Companies (and their Main Contractors and/or Main Subcontractors) sha ll agree upon the technical requirements that shall be referenced for an individual to be officially recognized as a qualified professional in any trade relevant to the Exploitation Phase of the Project. 32.6 Financing of Professional Training and Transfer of Know-Flow (a) The Project Companies commit to a minimum training budget as follows, which they will use directly or through their Main Contractors and/or Main Subcontractors: (i) during the Construction Phase. a m1mmum amount of seven (7) million US Dollars in aggregate, which shall be broken down into two million (2,000,000) US Dollars per year during the first two (2) years of the Construction Phase and three million (3.000,000) US Dollars for the third (3"') year of the Construction Phase, it being agreed by Cam lron that should U1e Construction Phase extend beyond three (3) years, it shall conunit to renew the training budget for an amount not less than two (2) million US Dollars per year calculated pro rata per month of extension; and (ii) during the first ten (I 0) years of the Exploitation Phase, an amount of three million (3,000,000) US Dollars in aggregate per year. (b) At the end of the tenth (I 0111) year of the Exploitation Phase, the Project Companies shall convene with the State and submit a report in writing outlining the detail of the number of their respective domestic and foreign employees who work on the Project at such time, with a view to assessing whether the quotas set forth in Article 32.4(a) and calculated in accordance with Article 32.4(b) are fulfilled at the level of each Project Company at such time. ln the event the quotas set forth in Article 32.4(a) are not fulfilled at the end of the tenth (10"') year of the Exploitation Phase at the level of each Pwject Company. the Parties shall agree on methods to achieve such quotas within an agreed timeframe and on the corresponding budget. (c) The training budget set forth in Articles 32.6(a)(i) and 32.6(a)(ii) shall be divided equaUy between internal fifty percent (50%) and relevant external fifty percent (50%) training. Intemal training shall include: professional training centers within the Project Companies, scholarships for staff or prospective staff with potential to undertake specific undergraduate and post-graduate university courses linked to the Project Companies' business needs and internships within the Project Companies (and/or their Main Contractors and Main Subcontmctors). External or contributions to trade academies linked training may include setting up Project Companies' activities. to the page 1144 32.7 Annual Report The Project Companies shall provide the Labor Committee with an annual report outlining the detail of the number of domestic and foreign employees who have worked on the Project for the past year and anticipated number thereof for the coming year, together with details on the tmining programs that were and shall be implemented. 32.8 Working Time and Annual Leave (a) The Parties recognize the need for the Project Companies. the Contractors and Subcontractors to have the flexibility to organize different Shifts, Rosters, rest and rumual leave arrangements in order to meet their various operational requirements of the Project, wbich should and well-being of their employees. The however not prejudice the safety State shall use its reasonable endeavors to facilitate the implementation of the flexibility required for continuous operation of the Project as per the provisions of this Article 32.8. (b) Accordingly, the Project Companies, Contractors and Subcontractors, sha 11 be authorized to implement Shills and Rosters under the following conditions: (i) their respective employees shall not work Shifts extending beyond twelve (12) hours a Day; (ii) their respective employees sball not work in excess of sixty (60) hours a week on average over a full Roster period and that every fourteenth (14~ Day during such rotation period is a Business Day; and (iii) any work period within a Roster does not exceed eight (8) weeks during the Exploitation Phase. (c) Should the Project Companies, the Contractors or the Subcontractors, require Shifts and Rosters to be implemented in excess of the terms and conditions set forth in the preceding paragraph, the State shall consider how such flexibility could be implemented, in particular as regards the work inspector authorizations for overtime and, subject to the interest of tbe Cameroonian workforce, shall facilitate such flexibility. (d) During the ConsLruction Phase, annual leaves for employees under a Roster may be considered taken during weeks off and details thereof shall be set forth in their respective employment contracts. 32.9 Labor Committee on Recruitment and Training A Labor Committee on Recruitment and Training (the "Labor Committee") shall be established by the State and Cam Iron prior to the Construction Phase and for the Tem1 of the Project. (a) The different roles of the Labor Committee arc the following: (i) assist in sourcing Cameroonian employees for aU lines of work having to be carried out by the Project Companies (and their pagel1~ f\(\ Affiliates, Contractors and Subcontractors, as applicable) in connection with the Project and issue "deficiency certificates" (" cerlificats de carence") in cases where suitably qualified and experienced Cameroonian employees were not available, so as to facilitate and help speed up the issuance of the necessary Immigration Documents; (ii) review annual reports from Cam Iron on its and the other Project Companies' record, with respect to recruitment, ~raining and labor relations; (iii) collect feedback from the State on the State's expectations and assessment of Cam Iron's and the other Project Companies' perfonnance with respect to recruitment, training and labor relations; (iv) review U1e performance of the Project on recruitment, l!aining and labor relations with respect to compliance with (i) Legislation; (ii) the Convention; and (iii) the Collective Bargaining Agreement; (v) promote communication between the Project Companies (and any other entity having signed to the Collective Bargaining Agreement), the trade unions and the State on labor relations matters and assist in the voluntary and without prejudice mediation of any labor-related disputes when requested by Cam Iron or a Project Company; (vi) assist in the establishment of training arrangements between the Project Companies (Conl!actors and Subcontractors) and academic and vocational training institutions in Cameroon; (vii) establish the Protocol relating to the process and issuance of lmmigration Documents as provided in Article 32.12(c); (viii) review the training programs designed to meet or improve the progressive quotas for national staff set tbrth in Article 32.4(a); of the training programs; (ix) audit the implementation the (x) review the budget allocated to training programs as defined under Convention: and advice and recommendations to the Project Companies (and (xi) provide their Contractors and Subcontractors) to facilitate the establishment, training and long-term employment of a skilled and harmonious workforce and the maintenance of good labor relationships. (b) The Labor Committee shall be composed of au equal number of State and Project Company representatives and shall be chaired by a State representative. The State representatives shall be representatives of relevant labor and employment ministries, and shall also include a representative of U1e Immigration Department. There shall be a representative of each Project Company (Mining Project Company, Railway Project Company and Mineral Tenninal Project Company). A representative chosen among their members by the l!adc unions that have entered into the Collective Bargaining Agreement shall attend the Labor Committee's meetings as an expert. v page 1146 (c) The Labor Committee's operation mode shall be decided upon by lhc Labor Committee, it being agreed that lhe first meeting of lhe Labor Committee will take place within six (6) months following the receipt by Cam Iron of the Exploitation Pennit and lhe Labor Committee shall meet as often as deemed necessary by at least three (3) of its members comprising at least a State and a Project Company representative and at the minimum once every six (6) months at a venue in Cameroon to be agreed by the constituent parties and may also consult and exchange by email, videoconferencc or teleconference. 32.10 General Employment Provisions Subject to the priority given to Cameroonian nationals in accordance with Article 32.3, the Project Companies, the Contractors and Subcontractors shall not engage in discrimination of any nature whatsoever, wilh regard to race, sex, religion or nationality. The Project Companies, the Contractors and Subcontractors shall not use child labor or forced. including bonded or prison, labor for the Project. 32.11 Health, Safety, Environment, Community and Security ("USECS") The Project Companies. the Contractors and Subcontractors shall comply with the following main HSECS obligations (that may be further developed in the Health and Safety Management Plan referred to below) for all staff working on Mining Operations, Railway Operations or Mineral Terminal Operations: (i) develop and in1plement (x) a detailed Health and Safety Management Plan and (y) a detailed environmental and social management plan !.hat shall both be approved by the State and shall ensure compliance with internationally recognized standards such as ISO 9001 :2008 (Quality management system requirements), ISO 31000:2009 (Risk managemem-Principles and guidelines), ISO!lEC 3 tO I 0:2009 (Risk mrmagemefll - Risk assessment techniques). ISOffEC 17021:2011 (Conformity assessmem); (ii) provide a safe work place with safety systems in compliance with OHSAS 18001; (iii) be responsible for the safety of all staff and visitors to the site on which the relevant Project Companies (Contractors and Subcontractors) operate, which shall include the supply and timely replacement of all personal protective equipment for all such staff and visitors; (iv) provide trained medical staff (including doctors and nurses) as weU as safety equipment (including ambulances), medicines and dressings for injuries that may occur; and (v) provide first response medical facilities equipped to stabilize any serious casualties arising from work related accidents or health issues and maintain adequate medical evacuation plans and facilities to transfer casualties to an appropriate treatment center. 32.12 Immigration Documents for Foreign Personnel (a) The Project Companies. lhe Contractors and Subcontractors shall file pagol147 applications (each an "Application") for working pennits and visas - as well as any other authorization or document that may be required for Foreign Personnel (as defined below) to lawfully enter and work in Cameroon for the sole purpose of carrying out their work activities in connection with the Project (each an "Immigration Document") - for any and all non-Cameroonian nationals who are hired for the purpose of carrying out services in connection with the Project in Cameroon, whether as employees, consultants or otherwise (the "Foreign Personnel"). (b) In order to streamline the Applications and help speed up the issuances of Immigration Documents, the State shall set up a single entry application procedure for the review, processing of Applications and issuances of lrrunigration Documents. (c) The Parties have agreed that the Labor Committee shall prepare, in consultation with each relevant administration in charge of the review, processing and/or issuance of Immigration Documents, a comprehensive document outlining the procedure that must be followed for any and all Application as well as expected deadlines for the issuance oflmmigration Documents, such deadlines being set forth as an objective in view of Project operational requirements (the "Protocol"). (d) The Project Companies, the Contractors and Subcontractors shall lodge t he Applications in accordance with applicable Legislation and the ProtocoL 32.13 Townships ("cites d'ouvriers") (a) Cam Iron undertakes to build permanent housing for employees working in the Exploitation Area, with a view to contributing to the implementation of a township ("cite d'ouvriers") in such location which sbaU be completed in accordance with any town planning requirements. Cam Iron w1dertakes to supply the related conceptual urban planning scheme within six (6) months of the Signature Date, together with the updated Feasibility Study, it being specified that the State shall be in charge of setting up or having set up the public facilities of the township (such as schools, water and electricity networks). (b) Cam Iron will provide a construction camp for its workforce working in the Mineral Terminal Area and after construction, if the Mineral Terminal Area urban development plan makes land available to Cam Iron or the Mineral Tenuinal Project Company for accommodation purposes, the latter shall, to the extent necessary, build pem1anent housing for the employees working in the Mineral Terminal. 33 USE OF CAMEROONIAN GOODS AND SERVICES 33.1 Principle Subject to the provisions of Article 33.2 and the Legislation, the Project Companies may, subject to the reasonable approval of the State (where any trade is material), choose their suppliers, Contractors and Subcontractors regardless of their nationality or place of registration, in order to obtain Goods and high-quality services with a v page ]148 view to carrying out the Project Operations of which they are in charge. For the purposes of this Article 33.1, disapproval by the State shall be deemed reasonable if the selection of a supplier, Contractor or Subcontractor is or has been (within the last twelve ( 12) months) wtder investigation by the State, is (i) not in compliance with all Legislation and applicable professional licensing requirement, (ii) deemed materially deficient in any Tax payment owed to the State or (iij) not in good standing. 33.2 Minimum thresholds and objectives For the purposes of reinforcing the national industrial base, each Project Company undertakes, to grant priority to Cameroonian Contractors and Cameroonian Subcontractors: (a) during the Construction Phase of the Project Facility, at least fifty percent (50%) of the total value of all contracts for the procurement of Goods (other than goods which Cameroonian Contractors and Cameroonian Subcontractors cannot source and which must be imported for use in the Project) or the supply of services, assessed over every two (2) year period shall be contracted to Cameroonian Contractors and Cameroonian Subcontractors, and the Project Companies shall use reasonable efforts to increase such percentage to the extent Cameroonian Contractors or Cameroonian Subcontractors have the ability to meet the technical, timing, cost and other required perfonnance standards; (b) during the Exploitation Phase of the Project Facility, at least tifty percent (50%) of the total value of all contracts for the procurement of Goods or the supply of services, assessed over every two (2) year period shall be contracted to Cameroonian Contractors and Cameroonian Subcontractors, and the Project Companies shall use reasonable efforts to increase such percentage to the extent Cameroonian Contractors or Cameroonian Subcontractors have the ability to meet the technical, timing, cost and other required perfonnance standards, and provided that the selection of Contractors and Subcontractors to meet the above requirements is on the basis of the best conditions in terms of availabmty, experience, competitiveness and solvency (incluiling insurances and ability to provide proper perfonnance guarantees which may be supported by the State pursuant to Artjcle 43.2). Each of the Project Companies shall, on an annual basis, provide the State with a report as to compliance with the minimum levels set forth in Articles 33.2(a) and 33.2(b) during tiHl applicable phase ofti1e Project. 33.3 Cameroonian Contractors and Cameroonian Subcontractors For the purposes of this Article 33, Cameroonian Contractor or Cameroonia11 Suhcontracror shall refer to an entity registered in the State that meets one or more of the following criteria: (a) at least five percent (5%) of the equity interests are owned by citizens of the State; or (b) more than tifly percent (50%) of the employees are citizens of the State. The Project Companies will give reasonable preferences to entities with more significant ties to Cameroon. pagel149 !m SECTION V- ECONOMIC AND TAX PROVISIONS 34 ROYALTY 34.1 Royalty Payment The Mine Project Company shall, in respect of any month for the Tenn of the Project, pay to the State a Royalty equal to two and one balf percent (2.5%) of the Mine Gate Value of all High Grade Ore and Beneficiated Ore from the Exploitation Area. During each month during the Term of the Project, ninety percent (90%) of the amount of such Royalty shall be estimated and paid to the State at the time such Product is loaded by the Mineral Terminal Project Company onto a ship for delivery or as otherwise agreed and the remaining ten percent ( 10%) of such Royalty shall be paid at the end of the month in which the final value is determined and reflect a true- up for actual amounts and prices. 34.2 Weighing and assaying The Mine Project Company must: (a) at the Mine Loading Area, weigh in wet tonnes and regularly collect and analyse assays of all Products transported from the Exploitation Area; and (b) at the Mineral Terminal Area, weigh in wet tonnes and regularly collect and analyse assays of all Products delivered to the car dumper. 34.3 Reporting of assay results (a) The Mine Project Company must regularly provide the State with the weight and assay results obtained under Articles 34.2(a) and 34.2(b). (b) The Mine Project Company may supply the weight and assay results obtained under Articles 34.2(a) and 34.2(b) to all Third Parties contributing Other Ore and the governments of the countries from which Other Ore is derived. 34.4 Audit (a) At least once in every Calendar Year that the Mine Project Company pays the Royalty to the State pursuant to this Article 34, the Mine Project Company must engage a reputable international finn of accountants with demonstrated experience in projects similar to the Project to conduct an audit of those the Royalty payments made during the Calendar Year, at the sole cost of the Mine Project Company. (b) The Mine Project Company must provide the report of the audit described in Article 34.4(a) to the State in a timely manner. 34.5 Adjustment Where, as a result of the audit referred to in Article 34.4, the amount of the Royalty tl1e Mine Project C-ompany to the State is not correct then: which has been paid by (a) where the amount paid is less than wbat it should have been, then the page[ 150 Mine Project Company must pay the shortfall to the State within fourteen (\4) Days of the date of the determination of that amount; or (b) where the amount paid is greater than what it should have been, then the Mine Project Company shall credit that surplus amount against its future obligation to pay the Royally. on Certain iron ore 34.6 No Royalty Only the Mine Project shall be obligated to pay the Royally on the iron ore from the Exploitation Area 35 CEMAC 35.1 Approvals If it proves necessary or useful for one or more Project Companies, Contractors or Subcontractors to carry out any formality, either in accordance with the CEMAC regulation, or to obtain any approval from the CEMAC Commission with respect to any legal, Tax, customs. explosives and exchange control matters provided for under this Convention: (a) the relevant Project Company, Contractor or Subcontractor sball carry out such fonnalities and provide the documents necessary to assist such a request for approval; and (b) the Slate shall use its reasonable endeavours to assist the relevant Project Company, Comractor or Subcontractor with a view to meeting the requirements of the regulations and the CEMAC authorities within the requisite time-limits. 35.2 Restrictions If the CEM AC Commission is considering imposing reslrictions or obligations on a Project Company, Contractor or Subcontractor in respect of any activities it conducts or proposes to conduct in relation to the Project, regardless of whether such restrictions or obligations are imposed by Legislation or are conditions to any approval sought by the State, the State shall usc its reasonable endeavours to obtain a partial or entire exemption from such restrictions or obligations. 36 FISCAL AND CUSTOMS REGIME 36.1 Governing law TI1e legal, Tax, customs and exchanges control regime currently applicable to the activities carried out pursuant to this Convention, is contained within: (a) the OHADA Acts; (b) the Regulation No 2100/CEMAC/UMAC/CM barmonizing exchanges control regulations in the CEMAC members States; (c) the Customs Code in force at the Signarure Date; Code in force at the Signature Date; (d) the General Tax pagol151 (e) all the Finance Laws in force at the Signature Date; (f) Law No 63/4 of 19 Jw1e 1963 relating to the implementation of the regulations of the Franc Area throughout the territory of the Republic of Cameroon; (g) the Mining Code in force at the Signature Date; (h) the lnvestmem Charter Law N° 2004-4 of 19 April 2002 in force at the Signature Date; (i) Law No 67/LF/22 of 12 June 1967 relating to the financial relations between the Republic of Cameroon and foreign countries; (j) Decree N• 76/64 of 19 February /1976) modifying Decree W 75/763 of 12/Deccmber/1975 which suspend the application of withholding taxes on foreign loans; and (k) Law No 95/14 of 8 August 1995 establishing the conditions of US Dollars accounts. 36.2 Tax Regime (a) In addition to the provisions contained in this Convention, during the Term of the Project, Cam Iron and the Project Companies, their Contractors and Subcontractors shall be subject to the provisions of Annex Vll in connection with the Project Operations. If a tax, fee or similar assessment is not addressed in a Project Agreement, including Annex Vll, then it shall be payable in accordance with the Legislation. 36.3 Bonus Payment (a) The Parties agree that in order to enjoy Bonus Payment Holiday for the purposes of all assignments and transfers or any restructure or other dealings either directly or indirectly in the shares in Cam Iron or a Project Company including any dealing in any shares in any entity that may directly or indirectly control those companies, or any consent the State is required to give to any Finance Document, Cam Iron shall pay to the State the swn of eleven million (JJ ,000,000) US DoUars on the date that is no more than ten (1 0) Days foUowing the consummation of the transactions contemplated by the Scheme and these payments will be the only payments required to be made during the Bonus Payment Holiday by or on behalf of Cam Iron or a Project Company for the purposes of section 20 of the Mining Code. The Parties will also provide for the completion of any documents necessary for the Project Companies and their parem companies, as the case may be, to comply with applicable provisions of Australian legislation regarding such payments. (b) The Project Companies will be exempt from any Bonus Payment otherwise payable on: (i) transfers of the equity interests of the parent companies of Cam [ron; and (ii} any security or pledge that the Mine Project Company may create v page 1152 over the Exploitation Pem1it. 36.4 Offset of Part Payment of Bonus Fee If the Conditions Precedent are not satisfied and as a consequence, there is no Date of Entry into Force then notwithstanding that the balance of tros Convention may not have entered into force, Cam Iron shall not be entitled to a refund of any of the amounts it has paid to the State pursuant to Article 36.3, however, Cam Iron may offset the eleven million (11,000,000) US Dollars it bas paid to the State pursuant to Article 36.3 against all amounts it may from time to time owe t11e State in connection with bonus payments due by Cam Iron for the Project or other mining projects of Cam Iron up to a total Sltm of eleven million (11 ,000,000) US Dollars. 36.5 Other requirements (a) Cam Iron and each Project Company must comply with any obligations to obtain an importation or exportation license or any other similar permission or authorisation under any CEMAC requirement in respect of which the State has met its obligations pursuant to Article 35.1 but is unable to obtain any partial or total exemption. (b) Subject to Article 42 (Insurance), Cam Iron and each Project Company must comply with any obligations imposed by customs or their representatives to obtain insurance from Cameroonian insurers in relation to any equipment (including fixed and movable Mining Exploitation equipment (including vehicles used solely within the Exploitation Area and those servicing Mining Operations like cargo trucks, buses and light vcrocles), processing equipment and materials transportation and handling equipment), goods, spare parts. materials (including construction materials and materials for intermediate consumption), commodities, supplies, conswnables (including fuel, petroleum products, reagents, lubricants. gas and power), plant (including the Beneficiation Facility), rolling machines, vehicles , aircraft (including planes and helicopters), trains and telecommunication equipment (for terrestrial commwlication. radio communication or satellite communication) or any ore, minerals or products (including iron ore and any sub-products) including any requirements to produce an insurance policy or certificate to show that such insurance has been obtained w1der any CEMAC requirement in respect of which the State has complied with its obligations under Article 35.1 but is unable to obtain a partial or total exemption. (c) Nothing in this Article 36 permits Cam Iron or any Project Company to import into the territory of the State any items which are not permitted to be in1ported under the Legislation of the territory of the State. The Parties acknowledge that the items Usted under Annex V 1 are prohibited imports as of the Signature Date and that such listing may be amended from time to time. Explosives material required for the Project shall be permitted to be imported into the territory of the State in accordance with the Explosives Agreement. (d) In order to give effect to the exonerations referred to in tros Article 36 the Parties sball develop appropriate protocols to ensure the operations of Cam Iron and the relevant Project Company are not interrupted or delayed. page 1153 36.6 Third Parties Subject to Article 6.1, nothing in this Convention shall confer any rights or remedies under or by reason of this Convention on any Third Party beneficiary the extent that a specific obligation of a Project Company is passed to except to such Third Party subject to the tenns hereof. Nothing in this Convention shall relieve or discharge the obligation or liability of any Third Party to any Party to this Convention. 36.7 Cross Border Movement The Stale acknowledges that for the efficient operation of the Project Operations and the Nabeba Project that Goods imported for Cam Iron or a Project Company and Nabeba Goods imported for Congo Iron may have to be exchanged either before being used for the intended importer or after initial delivery to the site of operation. The Stale shall agree a protocol with each of Cam Iron or an appropriate Project Company and Congo Iron by which those Goods or Nabeba Goods can be exchanged or used in a country of operations which is different to that for which they were Cam Iron or an appropriate Project Company or Congo Iron imported without either having to pay any customs duties, excise duties, Taxes, charges, taxation. foreign costs and the like. exchange restrictions, inspection 36.8 State's Equity Interest. Neither Cam Iron nor any Project Company nor any of Can1 Iron's shareholders or the Shareholders shall be liable for any Tax, registration fee or any other charge or stamp duty attached to the State's acquisition of the State Interest. 37 ACCOUNTING 37.1 Accounting Provisions (a) The accounts of Cam Iron and of the Project Companies shall be kept in accordance with the lFRS (International Financial Reporting Standards) and with the OHADA accounting principles. (b) The Project Companies not registered in the territory of the State shall be entitled to use the US Dollar or any other currency deemed appropriate by Cam Iron for keeping their accounts and undertake all ancillary accounting operations and to denominate their share capital in such currency. (c) The applicable exchange rate to be applied to conversion of transactions carried out in a currency other than the US Dollar shall be the rate published under the rubric "exchange cross rates" in the London Financial Times, in force on the day of the conversion transaction. If the currency is not indicated in the "exchange cross rates" or if the London Financial Times is not available, the exchange rates obtained from another internationally recognised source, published in London or New York. shall be used. If it is impossible to obtain a published rate, the applicable rate shall be the mathematical average of the exchange rates each business day of the relevant month for which the rate is available of the sourecs referred to in this Article 37. from any v page (1S4 3 7.2 Extractive Industries Transparency Cam Iron and the Project Companies shall comply with the requirements of the Extractive Industries Transparency Initiative and CEMAC directives on transparency of financial relations with respect to all payments made by them pursuant to this Convention or Specific Agreement. The Parties shall act in good faith at all times in connection with their obligations under this Convention. SECTION VI-MJSCELLANEOUS PROVJS10NS 38 RELIEF EVENTS PROCEDURES AND REMEDIES 38.1 Relief Events. A Project Company shall be relieved for the time described below in Article 38.1.1 (c), from its obligation to perform the Project Operations to the extent that any failure to perform results from such Relief Event. 38.1 .I Relief Event Notice (a) [fa Project Company is affected by a Relief Event, it shall give notice ("Relief Event Notice") to the State and the State Project Committee as soon as practicable and in no event later than thirty (30) Days following the date on which it first became aware of such Relief Event (provided that in the case of the same Relief Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a SUitement of wbich ReJjef £vent the claim is based upon, (ii) details of the circumstances from which the delay arises and (iii) an estimate of the delay in the performance of obligations under this Convention attributable to the said Relief Event and infonnation in support thereof, if known at that time. The State shall, after receipt of the Relief Event Notice, be entitl ed by notice to require the Project Company to provide such further supporting information or details as the State may reasonably consider necessary. If a Relief Event has not yet occurred, but a Project Company knows of any event or circumstances which could reasonably be expected to result in a Relief Event, the Project Company will give notice pursuant to Article 47.1.5 but may later give notice pursuant to this Article when an actual Relief Event occurs. (b) The affected Project Company shall notify the State as soon as practicable and in no event later than ten (I 0) Days following the date on which it first became aware that a Relief Event has ceased. (c) Subject to the affected Project Company giving the Relief Event Notice required in Article 38.1.1 (a) above, a Relief Event shall excuse such Project Company from whatever performance is prevented by the Relief Event referred to in such notice for such appropriate number of Days as the State and sucb Project Company jointly determine. If the State and the Project Company cannot agree upon tbe period of delay, then the Project Company shall be excused for a reasonable period. This Article 38.1.1(c) shaU not excuse Cam Iron or any Project Company from the performance and observance under the applicable Project Agreement(s) of any obligations and covenants not affected by the Relief Event nor prevent the State or its designee from exercising its rights under the Project Agreements. Notwithstanding the occurrence of a Relief Event, pagel 155 (ff\ the affected Project Company shall continue its performance and observance under the applicable Project Agreements of all of its obligations and covt,.'Uants to the extent that it is reasonably able to do so and shall use its reasonable effort.s (obligation de nwyens) to minimize the effect and duration of the Relief Event. Nothing in thls Convention shall permit or excuse noncompliance with a change to the Legislation. (d) If a Relief Event occurs that also qualifies as a Compensation Event. the Project Company may also pursue its remedies under Article 39. 38.1.2 Role of State Project Committee. Upon the receipt of a Relief Event Notice, Ute State Project Committee shall use its reasonable efforts to respond within twenty one (21) Days to the applicable Project Company and indicate whether or not it is granting or denying temporary relief from the circumstances ("Adverse Circumstaolles") related to the Relief Event ("Committee Response"). Provided, however, that if the expected Relief Event is of the type subject to Article 40.3, the procedures of that Article shall govern. (a) If the Committee Response intticates that the State Project Committee is granting temporary relief from the Adverse Circtunstances, the State Project Committee does not send a Committee Response within twenty one (21) Days, or the Committee Response is silent on whether temporary relief has been granted, then to the extent the expected Relief Event is the result of a delayed, denied or withdrawn pemut, beginning at the time of the Relief Event Notice, the Project Companies shall be automatically temporarily granted any permit described in the Relief Event Notice, for which it bas complied with all material requirements under applicable Legislation, as needed to avoid the Adverse Circumstances (other than a new research, exploration or exploitation permit under the Mining Code). At any time, the Stale Project Cotmnittee may send written notice terminating thls temporary relief. (b) The intent of this provision is to allow the Project Companies to mitigate any potential Relief Event and the Project Companies shall usc their reasonable efforts to mitigate any potential Relief Event. (c) Granting the temporary relief provided in this Article 38.1.2 is not intended to be the only method of resolving and mitigating au expected Relief Event and the State and the Project Companies may seek other resolutions, inclutting the State's enforcement of any denial or withdrawal of any pennit identified in the Relief Event Notice if the State chooses to do so. 39 CONVENTION COMPENSATION 39.1 Payment of Convention Compensation. (a) Except as otherwise provided in Article 40.3, but in all other instances, in addition to other notice provisions of this Convention, if a Compensation Event occurs, the applicable Project Company shall give notice "First Notice" of such occurrence to the State and the State Project Committee promptly but no later than thirty (30) Days following the date on which the Project Company first became aware of the Compensation Event. If a Compensation Event has not yet occurred, but a Project Company knows v page )15e of any event or circumstances which could reasonably be expected to result in a Compensation Event, the Project Company will give notice pursuant to Article 47.1.5 but may later give notice pursuant to this Article when an aclUal Compensation Event occurs. Within thirty (30) Days following the date of delivery of such notice, the Project Company shall give the State and the State Project Conunittee another notice (the "C£-Nodce'') setting forth (i) details of the Compensation Evem, including a specific explanation of the reasons that the event constitutes a Compensation Event under the terms of this Convention and (ii) the amount claimed as Convention Compensation and details of the calculation thereof. lf the State wishes to dispute the occurrence of a Compensation Event or the amount of the Convention Compensation claimed in the CE-Notice (each a "Convention Compensation Dispute"), the State shall give notice of Dispute (the "CE-Dispute Notice") to the Project Company within ninety (90) Days following the date of receipt of the CE-Notice stating the grounds for such Dispute. If neither the CE-Notice nor the CE-Dispute Notice has been withdrawn within sixty (60) Days following the date of receipt of the CE-Dispute Notice by the Project Company, the matter shalt be submitted to the Dispute resolution procedure in Article 56. The State shalt pay the Convention Compensation to the Project Company within one hundred twenty (120) Days following the date of receipt of the CE-Notice, or if a CE-Dispute Notice has been given as provided in the immediately following sentence, then not later than one hundred and twenty ( 120) Days following the date of determination of the Convention Compensation; provided that, in each case, the State may defer any such compensation for an additional period (not to exceed one (I) year from the date of the CE Notice if there is no Convention Compensation Dispute and if there is a Convention Compensation Dispute, three (3) months atler tbe amount of Convemion Compeusation is detennined) if the State reasonably determines that such additional period is necessary to obtain financing or required approvals to make such payment. Notwithstanding the foregoing. in the event of a dispute regarding the amount of Convention Compensation, the State shall make available to the Project Company any undisputed portion of such Convention Compensation and any portion of such Convention Compensation that is subsequently agreed bet ween the Parties, in each case not later than one hundred and eighty ( 180) Days following the date that the Parties have agreed to such portion (even if a dispute regarding a portion of the amount claimed by the Project Company is still pending) provided that, the State may defer any such compensation for an additional period (not to exceed one (I) year from the date of the CE Notice for such agreed portion. (b) Convention Compensation shall be an amount sufficient to compensate Cam Iron or the applicable Project Company for all documented Losses with respect to a Compensation Event in excess of the applicable thresholds in the Definition of Compensation Event afier taking into accow1t any insurance proceeds actually received by Cam Iron or such Project Company in connection with the Compensation Event, if applicable. lf Cam Iron or the applicable Project Company is required to expend its own funds (whether from operating cash flows or the proceeds of any debt or equity financing or otherwise) with respect to any Compensation Event prior to receipt of the corresponding Convention Compensation, then the detennination of Convention Compensation page]157 - 1/fl shall, in addition to the components described above, include interest at a 400) basis points. The rate equal to the Reference Rate plus four hundred ( Project Companies shall use their reasonable efforts to mitigate any Losses and adverse effects of a Compensation Event. 39.2 Role of State Project Committee. (a) If the State wishes to remedy the occurrence of a Compensation Event, the State shall give notice thereof to the Project Company within thirty (30) Days following the date of receipt of the CE-Notice. If the State gives such notice, it must remedy the Compensation Event within one hundred twenty (120) Days following the date of receipt of the CE- Notice or, if a CE-Dispute Notice has been given, within one hundred twenty (120) Days following the final decision that a Compensation Event occurred or, in either case, within such longer period as may be reasonably required, proceeding diligently, to remedy such Compensation Event. If the State remedies the occurrence of a Compensation Event within the applicable period of time, the right of the Project Company shall be limited to a claim for Convention Compensation calculated up to such remedy date only. (b) In addition upon the receipt of the First Notice, the State Project Committee shall use its reasonable efforts to respond within twenty one {21) Days to Ute applicable Project Company and indicate whether or not it is granting or denying temporary relief from the circumstances {"Adverse Circumstances") related to the Compensation Event ("Committee Response"). Provided, however, that if the expected Compensation Event is of the type subject to Article 40.3, the procedures of that Article shall govern. {c) If the Committee Response indicates that the State Project Committee is granting temporary relief from the Adverse Circumstances, the State Project Committee does not send a Committee Response within twenty one (21) Days, or the Committee Response is silent on whether temporary relief has been granted, then to the extent the potential Compensation Event is the result of a delayed, denied or wiU1drawn permit, beginning at the time of the notice of the Compensation Event, the Project Companies shall be automatically temporarily granted any permit described in the notice of a Compensation Event, for which it has all material requirements under applicable Legislation, as complied with needed to avoid the Adverse Circumstances (other than a new research, or exploitation permit under the Mining Code). At any time, exploration the State Project Committee may send written notice terminating this temporary relief. (d) The intent of this provision is to allow the Project Companies lO mitigate any potential Compensation Event and the Project Companies shall use their reasonable efforts to mitigate any potential Compensation Event. (e) Granting the temporary relief provided in this Article 38.1.2 is not intended to be the only method of resolving and mitigating a Compensation Event and the State and the Project Companies may seek other resolutions, including the State's enforcement of any denial or \vithdrawal of any permit identified in the notice of the Compensation f ent Notice if the State chooses to do so. 1 ¥ pagel158 . . IJJJ ~ 40 STABILITY OF ECONOMTC CONDffiONS 40.1 Warranty from the State (a) Any Change in Law may be deemed a Compensation Event, subject to the definition thereof. (b) The Legislation and the obligations assumed by the Project Companies under the applicable Project Agreements, together with, in each case, any amendment thereto, shall apply at all times to the Subsidiaries, Contractors and Subcontractors directly or indirectly in charge of all or part of the Project Operations. 40.2 Stabilisation clause Throughout the Term of the Project, if there occurs: (a) any new provision or any amendment to the Legislation on the Signature Date; (b) any new Legislation which does not exist as at the Signature Date; or (c) Legitimate Cause, which meet the definition of a Compensation Event, then tl1e affected Party may deem such change a Compensation Even~ subject to the definition thereof, in which case such Party shall have recourse to the remedies set forth in Article 39 or the remedies set forth in Article 40.3. 40.3 Petition from a Project Company Where Cam Iron or a Project Company is of the view that an event has or is about to occur which falls within the scope of Article 40.2, then Cam Iron or such Project Company shall promptly file a petition with the State and the State Project Committee (which shall constitute a Compensation Event Notice for purposes of the State Project Comminee), providing aU necessary documents in support of the petition and, within ninety (90) Days following the date of receipt of the petition, the State may either: or (a) reject the petition providing reasons therefor; (b) accept the petition and propose to Cam Iron or the relevant Project Company to meet with it within a maximum period of thirty (30) Days to discuss but shall have no obligation to reach an agreement regarding: (i) the possibility to postpone application of the disputed legislative, regulatory or adrninistrati ve measure; or (ii) where the State considers that said measure should apply, agree with Cam Iron or the relevant Project Company on modifications to this Convention or the Project Agreement to which it is a party in order to preserve the economics thereof, whereupon the relevant parties undertake to act reasonably and use their reasonable endeavours to reach a mutually acceptable solution. pagel159 ~\ 40.4 Economic Hardship (a) In case of an event, other than those referred to in Article 40.2, unforeseeable on the Signature Date and outside the Parties' control, results in a substantial disruption of the economic and financial balance of the Project for a period of at least ninety (90) successive Days, Cam Iron, provided the Project Companies cominue to perform their respective obligations, rnay propose to the State the measures, in particular in terms of tax and finance, strictly necessary to enable the economic and financial balance to be restored and the manner in which this could be achieved. In providing its proposal to the State, Cam Iron must be able to demonstrate dmt, without the State adopting appropriate at as a whole. will not be cash-flow positive measures, the Project, looked for at least twelve (12) months longer than reflected in the Project Economic Model. The State shall notify Cam Iron of its decision on said proposals within ninety (90) Days foUowing the date of notification of the request. If the State does not agree to the proposal for assistance then Cam Iron or the relevant Project Companies are entitled to suspend operations in accordance with Article 51 but subject to Article 50. (b) The relevant Panics undertake to adopt reasonable and good faith behaviour in applying this Article 40.4. 40.5 Emission Scheme Change Notice (a) Cam Iron shall notify the State as soon as possible alter it becomes aware of any actual or imminent Chango in Emission Scheme. (b) As soon as practicable and in any event not more than one hundred and eighty (180) Days) after the issue of the notice under Article 40.5(a), Cam Iron may give to the State notice in respect of a Change in Emission Scheme sening outthc estimated liability of the Project Companies under the Change in Emission Scheme and the value of the carbon credits or carbon offsets available from the FMU as contemplated in Anicle 29.5.2(b) ("Change Notice"). (c) The Project Companies shall have an additional two (2) years to comply any Change in Emission Scheme and shall be able to use any carbon with credits or reductions generated by the FMU to offset carbon limitations introduced by the Change in Emission Scheme. 40.6 Compensation for a Change in Emission Sc.beme Tf a Change in Emission Scheme occurs that directly or indirectly discriminates against the Project Companies, then such change may be a Compensation Event if it meets the definitional requirements. 41 EXPROPRIATION- NATIONALISATION 41.1 State's undertakings (a) Except with respect to the exercise of its Reserved Rights and applicable Step-in Rights or pursuant to a Projoct Agreement, the State undertakes not to take without consent, against either Cam Iron or any Project Company, any measure of seizure, nationalisation or compulsory acquisition (a page!160 "Confiscation''): (i) of the rights of ownership composing Cam Iron or any Project Company's share capital; (u) of the assets needed for the Project Operations held by Cam Iron or any Project Company in the territory of the State; or (iii) of the occupation rights Cam Iron or any Project Company hold in the Project Areas; provided, however, that such a Confiscation, which was not capable of being remedied by a modification of delineation of the relevant Project Area, prevents Cam Iron or the relevant Project Company from continuing to conduct the Project Operations of which it is in charge within the relevant Project Area. (b) It is expressly agreed that the provisions of Article 41.1 (a): (i) concem the occurrence of expropriation events within the meaning of customary international law and do not prejudice the State's rights in terms of non-delivery, non-renewal, termination, modification, withdrawal, cancellation or suspension of a Project Ab>reement, a Project Lease or any permit, authorization or approval in accordance with the terms thereof, of the applicable Project Agreement or of the Legislation; but (ii) do not concem an Ordinary Force Majeure or Political Force Majeure event which do not result from an act or omission of the State, which shall under no circumstances represent a Confiscation to which the of Article 41.2 do not apply. provisions 41.2 Indemnification (a) Without prejudice to the provisions of Article 56, any breach by the State of its undertakings under Article 41.1 may qualify as a Compensation Event if it meets the definitional requirements and Cam Jron and one or more Project Companies, as applicable, shall (except to the extent any damages result from a Project Company Fault) have the right to request Convention Compensation relating thereto, as set forth in Article 39. I. (b) The indemnity value referred to in Article 41.2(a) shall be agreed between the Parties or, in case of failure to reach an agreement; shall be determined in accordance with the procedure set forth in Article 56. (c) The indemnification under this Article 41. paid as the case may be, will be calculated in accordance with any applicable principle of compensation recognised under customary intemationallaw. 41.3 Parties claiming to have been Conf'IScated Where the State breaches its undertaking under Article 41.1 then, unless it can be demonstrated that the breach affects in a material way the operating performance and profitability both before and after tax or freedom to remit dividends to Cam Iron or its shareholders, the Proj~-ct Companies or their Shareholders then for the loss suffered as a result of such Confisca~ion only, Cam Iron or its shareholders or Project pagoJ161 Companies or their Shareholders that are the subject of the expropriation shall be calculation of the loss incurred in each case without duplication. included in the 41.4 Dispute Resolution In Respect to a Confiscation Dispute. Any dispute, disagreement, controversy or claim arising out of, connected with or relating to the State's undertakings and indemnification under this Article 41, or to the breach, termination, invalidity, existence or interpretation thereof, or to any event, action or inaction related to any of the foregoing ("Confiscation Dispute") shall be resolved through amicable settlement or arbitration as set forth in Article 56.4. 41.5 Coordination with Treaties. (a) The provisions of this Article 41 shall be effective only when there is not an applicable bilateral investment treaty in place that grants applicable rights regarding expropriation and if lhere is such a bilateral investment treaty, then such rreaty and not this Article 41 shall govern. (b) This Convention is intended to provide the remedies regarding indirect expropriation and fair and equable treatment only when there is not an applicable bilateral investment treaty, and accordingly, to the extent any bilateral investment treaty provides for applicable remedies regarding indirect expropriation and fair and equitable treatment or other causes of action lhat could be brought under the applicable bilateral investment treaty on the same facts, the applicable bilateral investment treaty shall govern the claims that may be brought and any additional claims created by this Convention shall no longer be applicable. This subsection is intended to only address the rights to bring claims, and the forum for hearing and resolving those claims is addressed in Article 56. 42 INSURANCE 42.1 Principle Cam Iron shall comply with Inter-African Conference on Insurance Markets ("ClMA'') and all applicable legislation concerning insurance and the procurement of appropriate coverages. The Parties recognize that international carriers may be necessaty for the insurance of certain major risks, but the Project Companies shall use Cameroonian insurers where coverage is available at competitive prices, and the Stale shall reasonably cooperate to permit Cant Iron to cover a portion of this type of risk from CIMA to the extent required. In addition, the State shall cooperate and assist Cam Iron in obtaining certain policies outside the territory of the State and from internationally recognized carriers. 42.2 rusks covered (a) Other than as provided for in Article 42.4, Cam Iron, the Project Companies, the Contractors and its Subcontractors shall take out insurance to cover at least the following risks: (i) loss or damage caused to the Project Facilities and other installations, equipment and items existing or built within the Project Area occupied pursuant to the applicable Project Agreement; (ii) the cost for relinquishment of the Project Facilities and other page [162 inslallations, equipment and items existing or built within the Project Area it occupies pursuant to the applicable Project Agreement, damaged as a result of a loss and their replacement value, as the case maybe; (iii) damage caused to the Environment due to the Project Operations of which it is directly or indirectly in charge; (iv) injury, loss or damage suffered by Third Parties during or as a consequence of the conduct of the Project Operations of which it is directly or indirectly in charge; (v) injury and damages suffered by its personnel during or as a consequence of the conduct of the Project Operations wruch it is directly or indirectly in charge, and by the authorized engineers and agents (including Auditors) hired in the context of the administrative and technical supervision of said operations; and (vi) such other insurances as are reasonably stated by an international insurance consultant as being risks usually covered in the particular circumstances. (b) Cam Iron shall use commercially reasonable efforts to ensure that the insurance policies required under the terms of this Article 42 contain a provision ensuring that the required coverage cannot be terminated without prior written notification to the State at thirty (30) Days in advance. 42.3 Political risk insurance (a) Cam Iron and the Project Companies may obtain and maintain for the whole Term of the Project insurance to cover all potential political risks including. inter alia, Political Force Majeure events that can be covered by an insurance against political risks, obtained on tbc basis of reasonable commercial terms considering the scope and localisation of the Project. (b) The guarantees referred to in Article 42.3(a) shall be taken out with tl1e Multilateral Investment Guarantee Agency (MIGA) or China Export & Credit Insurance Corporation, or any other internationally recognised company that covers the State. 42.4 Self Insurance Cam Iron may propose. prior to the Date of Entry into Force. and upon such proposal, the Parties may agree prior to the Date of Entry into Force on a framework for self- illSuraoce insuring against risk which may arise from certain Project Operations. The State recognizes that the need for self-insurance in the mining industry is normal to cover certain risks. 42.5 Cessation of Self Insurance If Cam lron or a Project Company: (a) elects to discontinue; or page ) 163 (b) is unable to continue, the self insurance referred to in Article 42.4, that Party must effect such insurance with an insurer against the insurable risks which are no longer the subject of self insurance. 43 EXCHANGE CONTROL, FOREIGN CURRENCY AND BANKING OPERATIONS 43.1 Other Exchange Control, Foreign Cttrrency and Banking Operations. (a) The ("Foreign Exchange Agrccmeof ') will address the foreign exchange control, foreign currency and banking operational provisions applicable to the Project Operations and the financing thereof and will provide that, in connection with the Project, Cam Iron, the Project Companies and their respective Shareholders, Affiliates, and/or Contractors, Subcontractors shall benefit from (a) the foreign exchange provisions in the Legislation and the following provisions: (i) the opening and domiciliation in the State of a convertible foreign accottnt. The depositing into this bank account of any currency bank amount of money that the Project Companies determine is to be used of the costs of the Project Operations and the use of to at finance part this account for activities related to the execution of the present Convention; (ii) the cashing in of all funds acquired or borrowed from abroad. including sales revenue from its share of the Sale Products, the preserving of these funds offshore and the freedom to use any supplementary funds which are not necessary for their local businesses in Cameroon; (iii) the freedom to transfer out of the State dividends and interest payments of all kinds resulting from capital investments, as well as earnings from the liquidation or disposal of any of the Project Companies' assets; (iv) the offshore payment of foreign companies, Contractors, Subcontractors and nonresident consultants who provide goods and Project Operations; and services necessary to the (v) Contractors and Subcontractors of foreign nationality and expatriate employees shall also benefit from the exemptions from all foreign exchange restrictions granted and; the right for the expatriates working for Cam Iron and for the Project Companies, Subcontractors residing in the territory of the State, to Affiliates and Contractors and transfer abroad part or all their earnings and their contributions paid to foreign pension funds by or on behalf of these employees for the purpose of retirement funds, life insurance, health insurance and other similar purposes. (b) The Parties agree to provide a level of support to the Cameroonian banking industry with respect to the implementation of the Foreign Exchange Agreement. page)164 43.2 Support for Cameroonian Financial Institutions (a) Cam Iron and U1e State shall cooperate to establish mechanisms (which may include credit support from the State) by which Cameroonian Companies will be able to meet the financial support obligations for companies wishing to be awarded contracts from the Project Companies to participate in the Project. (b) Cam Iron and the State shall cooperate and use their reasonable efforts to negotiate with the Leoders to allow a portion of the debt fmancing for the Project to be provided or syndicated among banks ret,rulated by the State's national monetary authority ("Cameroonian Banks"). (c) All required bank guarantees provided by the Project CompaJlies to the State will be issued by Cameroonian Banks provided they are available on temlS and pricing competitive with international banks. 44 CONFIDENTIALITY 44.1 Confidentiality 44.1.1 State's obligation of confidentiality (a) Except this Convention and the Project Agreements which may be published, reviewed by Parliament and made available to the public through that process, the State shall treat the Project Agreements as well as all reports, analysis results, logging, geophysical data or maps provided by Can1 Iron or a Project Company under or pursuant to the performance of this Convention or the relevant Project Agreement as confidential. The State sball also treat as confidential aJlY other document provided by Cam Iron or a Project Company on which the reference "Confidenliaf' appears (the "Confidential Information"). Confidential Information shall exclude information that (i) is or becomes generally available to the public or in the industry other than as a result of a disclosure by the recipient in breach of this Convention, (i.i) was within the possession of the recipient or the Party with which he is affiliated prior to its being furnished to the recipient, provided that the source of such infommtion was not bound by a confidentiality agreement with, or other contracmal, legal or fiduciary obligation of confidcmiality to, the provider with respect to such information, (iii) is or becomes available to the recipient or the Party with which the recipient is affiliated on a non- confidential basis from a source other than the provider. provided that such source is not bound by a confidentiality agreement with. or other contractual, legal or fiduciary obligation of confidentiality to, the provider with respect to such information or (iv) was independently developed. (b) Unless agreed in writing by the Project Company which disclosed the Confidential Information, the State undertakes that neither the State nor any of its agents or representatives shall transmit any such Confidential Information to a Third Party (which for clarification excludes Governmental Entities) for as long as such infommtion remains confidentia I. (c) The Confidential Information shall remain confidential for the State until pagel165 ... the rights and obligations arising under this Convention or the Project Agreement concerned by said information are extinguished, for whatever reason. 44.1.2 Cam Iron and Project Companies' obligation of confidentiality (a) Cam Iron and the Project Companies undertake not to disclose to any Third Party the Confidential Information without the prior written agreement of the State. (b) Subject to any applicable stock exchange or other legal disclosure requirements, Cam Iron and the Project Companies shaiJ not issue any public statements or press releases regarding the Project and shall cause equity holders and lenders to not issue any public their direct and indirect statements regarding the Project without the prior written consent of the State which will not be unreasonably withheld. (c) The Confidential Information shall remain confidential for Cam Iron and the Project Companies unti I it falls in the public domain pursuant to 44. Ll(c). Article 44.1.3 Exceptions (a) Notwithstanding the provisions of Articles 44.1.1 and 44.1.2: (i) the geological surface area maps and their interpretations may be utilised by the State at any time for incorporation into official maps Operations is not disclosed; provided data arising from the Project (ii) U1e Stale may publish annual statistical information provided data arising from lhe Project Operations is not disclosed; (iii) lhe State may disclose the return on its equity interests in the Project Companies; (iv) lhe State may use the Confidential lnfornl8tion for internal purposes and share it with Governmental Entities provided that such Governmental Entities shall be bow1d by the provisions of tllis Article44; (v) the State may disclose the Royalty, tax and fiscal terms of the Project, to mining permit applicants; (vi) the State, Cam Iron or any Project Company may, at any time, transmit the Confidential [nformation to any expert appointed pursuant to the provisions of this Convention, to professional consultants, legal advisers. accountants, insurers, Lenders, Subsidiaries and Governmental Entities; (vii) Cam Iron, the State and the Project Companies may also transmit information to applicants for Expansion Capacity, provided however, that such communication is necessary for the application for Expansion Capacity; (viii) that they obtain from the Confidential Information recipient a pagaJ166 confidentiality undenaking similar to that of this Article 44; and (ix) Cam Iron and the Project Companies may also transmit information to Subsidiaries, Lenders, Assignees, Contractors, Subcontractors and Third Parties involved in the performance of this Convention or a Project Agreement, provided however: (A) that such communication is necessary for the conduct of the Project Opennions; and (B) that they obtain from the Confidential Information recipient a confidentiality undertaking simil ar to that of this Article 44 • a copy of which shall be provided to the State and which is directly enforceable by the State. (b) The confidentiality obligations in this Article 44 do not apply to information which must be disclosed: (i) in accordance witll Legislation, the State's transparency initiatives or enforcement of the Legislation or the State's rights tmder the Project Agreements; (ii) pursuant to a judicial decision by a competent court; (iii) to subsequent operators of the Railway or Mineral Terminal or mining operators in the Exploitation Area, to users of the Mineral Terminal and Railway and to the Government of Republic of Congo (provided such disclosure is limited to U1e agreements to which such or the Govenunent of the Republic of Congo arc a party and the users information addressed by those agreements); or (iv) for the pLtrposes of assignments of interests in tile Project, in of this Convention. accordance with the provisions (c) The Parties arc not entitled to confidential treatment of information relating to the timing and amount of payments or oilier benefits specifically due to the State under tile terms of this Convention or of Taxes, payable by Cam Iron and the Project Companies or the rates at which such Taxes become due or are assessed, or infonnation that is necessary to compute the amolUlt of such payments or benefits becoming due. 45 SHARE OWNERSHIP AND OPERATION OF THE PROJECT COMPANiES 45.1 State warranties (a) Except as expressly provided in a Project Agreement, the State's role as a of t11e Project Companies does not modify their rights under shareholder the Legislation which allow tile Project Companies to freely organise their internal operations, subject to the terms of the Shareholders' Agreements, and notably to freely inlplement their articles of association, in compliance with the provisions of the Legislation and in particular those of the Uniform Act on Conunercial Companies. (b) Except as expressly provided in a Project Agreement, the State's role as a v page(167 shareholder of the Project Companies does not modifY their rights under the Legislation which allow the Project Companies the right to appoint their directors and management, subject to the terms of the Shareholders' Agreements, in particular their president, board members, general manager, financial managers, conunercial, administrative and technical managers and statutory auditors, in compliance with the provisions of the Legislation and in particular those of the Uniform Act on Commercial Companies. 45.2 State ownership ofthe Project Companies (a) As of the Date ofEnl.r)' into Force, the State: (i) shall have an automatic, unconditional and irrevocable right to hold, directly or indirectly, a non-dilutable equity interest equal to ten percent (10%) of the share capital and voting rights of each Project Company (other than Cam Iron and other Project Companies as mutually agreed from time to time), under the conditions set forth in "State Interest"); and Article 45.3 (the (ii} shall acquire, for one (I) CPA Franc, an additional five percent (5%) of the share capital and vot1ng rights of each Project Company (other than Cam Iron and other Project Companies as mutually agreed from lime to time) under the conditions set forth in Article 45.4 (the "Additional State Interest"), such that, together with the State Interest, the State shall own fifteen pe1'Cent (15%) of share capital and voting rights of each Project Company, and this shall be in full discharge of its rights under Section II (2) of the Mining Code as of the Date of Entry into Force. Each of the Shareholders' Agreements shall set forth the rights and obligations of the Additional State Interest regarding dilution. According to the terms of the applicable Shareholders Agreement, if a Project Company issues any additional equity as part of its financing for the construction necessary to reach Project Commissioning after the time the State acquires the Additional State Interest and before Project Conunissioning, the State shall be issued or receive as a transferee additional equity to maintain its tive percent (5%) interest. (b) The State acknowledges that its right under Article 45.2(a)(i) to a State Interest shall cease otl the sale or disposal by the Slate of that State Interest other than in connection with a Change in Control of a Project Company as defined in Annex IX or transfer of the Exploitation Permit 8J1d for the avoidance of doubt, this means that the State has no right to have its ten percent (10%) non-dilutable equity interest restored on the sale or disposal of all or any part of the State Interest. In the event of a sale or disposal of the State Interest in connection with Change in Control of a Project Company or transfer of the Exploitation Pemtit, the 10% non·dilutable equity interest shall be restored in the entity that direct or Permit. indirectly holds the Exploitation (c) The relationship between the Project Companies' Shareholders shall be governed, by the provisions of the applicable Shareholders' Agreement, which shall provide, in addition to other items agreed to by the parties thereto, that: page 1168 ' (i) each Project Company shall be managed by a board of directors within which the State shall have at least one (I) permanent representative at all times; (ii) the State shall have a right to purchase equity in an affiliated company that will build, own or operate the Beneficiation Power Station on the same tenns as other investors: (iii) implement the State's antidilution protection regarding new issuances in Article 45.2 (a)(ii); (iv) the items set forth on Annex IX shall be incorporated based on the language therein; (v) the following decisions and any other items specified in a Shareholders' Agreement shall require the consent of the State: (A) to act as guarantor of indebtedness of a Third Party other than the Lender; (B) other than as expressly contemplated in the Convention or in the ordinary course of such Project Company's business, to transfer, sell, assign, mortgage, pledge, lease, or otherwise dispose of tbe assets in an amount in excess of one hundred and fifty (ISO) miJJion US Dollars (adjusted by the Inflation Adjustment) or the corresponding amount in another currency in any Calendar Year; (C) to create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to those held by the State; (D) to issue any equity to employees, service providers and consultants of the Project Companies; (E) except to the extent included in the Finance Documents, to incur (i) any iJJdebtedness other than (A) indebtedness in an aggregate outstanding amount of less than ten percent (I 0%) of the value of the assets of the Project Companies and (B) unsecured intercompany indebtedness among the Project Companies to finance the cures of defaults under the Project Agreements and (ii) grant a security interest in connection with any indebtedness; any business other than the Project; (F) to enter into (G) to amend, alter or repeal any provision of the charter documents of a Project Company; and (H) to purchase or redeem any equity which for avoidance of doubt will not restrict the anticipated restructuring described in the Bonus Payment Holiday. page 11eg 45.3 State Interest (a) Subject to the occurrence of the Date of Entry into Force, by signing the respective Share Transfer Agreements and the associated Project Agreement with the Project Company in which the State is to acquire the State Interest, the State will acquire that State Jnterest in that Project Company for one (I) CF A Franc. (b) The State shall not be bound to participate in the calls for funds on account of the State Interest for any contribution required for the purposes of the Project Operations of which the Project Company is responsible in accordance with the provisions of the applicable Shareholders' Agreement. (c) The State may designate any public entity to bold the State Interest on its behalf, in which case such public entity shall be bound with the State to the provisions of this Convention and of the Specific Agreements to the extent that such provisions relate to the State Jnterest, including the provisions required to apply and implement the provisions relating to the State Interest. 45.4 Additional State Interest (a) Subject to the necurrence of the Date of Entry into Force, by signing the respective Share Transfer Agreements and the associated Project Agreement with the Project Company in which the State is to acquire the Additional State Interest, the State will acquire such Additional Siate Interest in !hat Project Company for one (I) CFA Franc. (b) The State shall be required to participate in all calls for equity contributions on accow1t of the Additional State Interest in a Project Company including for capital necessary to fund: (i) subject to the Loan of the Date of Entry into Carty Cap, the required equity contribution as Force necessaty for the initial funding of !he Project in connection wilh the construction and development of the Mining Facilities, the Railway and !he Mineral Terminal; (ii) the Expansion Capacity; and (iii) to the extent required after compliance with Article I 0.8, the Beneficiation Facility; provided, that until such time as the aggregate capital required to be contributed by the State equals the result of (A) sixty-three million (63,000,000) US Dollars; and (B) the State's Development Costs (which such amounts are equal to fifteen million ( 15,000,000) US Dollars) (such amow11, the "Loan Carry Cap"), the State may, in its sole discretion, elect to fund any or all of its capital obligations (not to exceed the Loan Carry Cap only wilh respect to the initial equity requirements of the Project in connection with the construction and development of the Mining Facilities, the Railway and the Mineral Terminal) lhrougb a loan from Cam Iron (and not other shareholders of a Project Company) or from the Project Company pursuant to a mutually agreeable structure which such loan shall be repaid from the dividends issued and otherwise payable to the State on account of the Additional State Interest (but no more !han fLfty percent (50%) of any particular dividend) in the manner contemplated in the applicable Shareholders' Agreement, and such loan shall be evidenced by a note limited in recourse to the dividends payable on the Additional State Interest which shall accrue interest at a rate per annum equal to lesser of (i) the Reference Rate plus four hundred ( 400) v pagoJ170 basis points or (ii) the interest rate payable by the Project Companies under the Finance Documents. (c) After such lime as the State bas contributed capital in an amount equal to Carry Cap. the State shall no longer be required to participate in the Loan the calls for funds on account of the Additional State Interest for any contribution required for the purposes of the initial funding requirements of the Project (in connection with the construction and development of the Mining facilities, the Railway and the Mineral Terminal) and will not be diluted by any additional equity issued for such purpose. {d) The provisions of Article 45.3(c) apply to the Additional State Interest lllllfllfiS 1111111111dis. 45.5 Equity funding of the State Interest and Additional State Interest If any equity calls arc made by a Project Company on its Shareholders for the purposes of funding the Project in respect of the Project Operations, the equity shares associated with the State's Interest shall be contributed by the other Shareholders in proportion to their interests in the Project Company requiring the equity call and the equity associated with the State's Additional Interest above the Loan Carry Cap with respect to the initial equity requirements of the Project in connection with the const.ruction and development of the Mining Facilities, the Railway and the Mineral Tenninal shall be contributed by the other Shareholders in proportion to their interest in the Project requiring the equity call .. Company 45.6 Sale of State Interest nnd Additional State Interest (a) The State shall not sell all or any part of the State Interest, other than to a Subsidiary or Government Entity, at any time prior to the BF Commissioning Date and shall not sell all or any part of the Additional State Interest at any time prior to the third (3"') anniversary of the Date of Entry into Force. (b) If the State should sell all or part of the State Interest or Additional State Interest other than to a Subsidiary or Governmental Entity, then: is to be subject to the State complying with the terms of (i) any such sale both the articles of association of the relevant Project Company and the tenus of the relevant Shareholders' Agreement; and (ii) that portion of the State lntcrest or Additional State Interest that is sold will lose the right to be free carried and to be noo-dilutory and loan carried as applicable. (c) Where the State sells all of the State Interest and the Additional State Interest, it shall cease to have the rights referred to in Article 45.2(c)(v) of this Con vent ion. 45.7 Third Party Equity (a) Subject to Article 45.3, the share ownership in each of the Project Companies may differ from time to time and without limitation, may reflect Third Parties taking equity in a Project Company to assist in the funding or underwriting the Mining Operations or the construction or page 1171 operation of the Railway or Mineral Terminal. (b) If a Third Party that is intending to participate in the construction or operation of the Railway or Mineral Tenninal takes equity in the applicable Project Company, then its access to the Railway or Mineral Terminal is still subject to the operation of Article 18. 45.8 Role as State. Nothing in any Project Agreement or the State's status as an equity bolder of any Project Company shall limit the State's ability to enforce Ote Legislation. and seek, levy and enforce penalties for violations of the Legislation. The State may use Confidential Information and any other infonnation available to it. 46 PROJECT FINANCE 46.1 Terms of Project Finance Cam lron will be seeking to secure Project Financing, wh.icb will be: of Cam lron, the Project Companies, the shares in (a) secured over the assets Cam lron and all the shares in the Project Companies; and (b) to the extent possible, limited in recourse to the assets referred to in Article 46.1 (a) such that the Parties are not required to support such fmancing by guarantees or other financial support other than as provided for in this Convention. 46.2 Assistance with obtaining Financing Each of the Project Companies and the State, as a future shareholder, shall usc its reasonable endeavours to facilitate the conclusion of the Finance Documents to which it is a party. The State must approve any Finance Documents. 46.3 Debt/Equity Ratio The State agrees that, for the Terrn of the Project, any introduction of Legislation which will have the effect of imposing upon Cant Iron, any Project Company or its shareholders or their Shareholders any requirements to meet a minimum debt to equity ratio shall be deemed a Change in Law Event. 46.4 Shareholder Guarantees Where the conditions of the Project financing, refinancing or working capital needs on of guarantees by Sundance, Cam lron or one or more of their require the provisi shareholders or the Affiliates, such guarantees shall be provided without payment of any fees or subordination rights. 47 STATE PROJECT COMMITIEE 47.1 Composition and Purpose. (a) The State undertakes to establish conditions to facilitate the administrative fommlities relating to the implementation of all phases of the Project. Accordingly, within a reasonable time following the Date of pagef172 \ Entry into Force. the State shaU establish a committee (the "State Project Committee'') to coordinate with Cam Iron and the Project Companies with respect to perfonnance of the State's responsibilities Project Agreements, and specifically as set forth in this Article under the 47. (b) The State Project Committee shall be composed, of a number of representatives of the State, to be determined by the State, collectively, respect to the Project. with appropriate expertise with (c) Unless the State determines otherwise, the State Representative shall be a of the State Project Committee. member (d) The State shall be entitled to replace its representatives or altemates at Party any time in its sole discretion by giving written notice to the other of such replacement. 47.1.2 Competence of the Stale Project Committee (a) The State Project Committee shall coopemte with Cam Iron and the Project Companies and offer reasonable administrative assistance with performance of the State's obligations under this Convention and the Project Agreements where such obligations require the involvement of the State, including: (i) issuing Governmental Approvals, including any required pennits, approvals for workers, establishment and registration oF Project Companies and other similar obligations under or related to Cam Iron or the Project Companies' perfonnance under the Project Agreements; (ii) ensuring that Cam Iron and the Project Companies (or their Contractors and Subcontractors) enjoy the Tax and otber economic advantages set forth in this Convention; and (iu) generally, assisting to minimize any delays associated witb State consent and approval where required under the Project Agreements. (b) Notwithstanding anything to the contrary in the Project Agreements, neither the State, nor the State Project Committee or the representatives sitting thereon shall be uable for any failure to cooperate with respect to tbe items set torth in th.is Article 47, nor for any failure of Cam Iron or the State to obtain the Governmental Approval, consent or otber approval referenced in this Article 47. 47.1.3 Meetings of the State Project Committee Tbe State Project Committee shall convene at sucb times as it deems necessary or appropriate in its sole discretion provided, that Cam Iron or a Project Company may request that the State Project Committee convene to make a detem1ination with respect to a particular matter for which tbc State Project Conunittee has authority. 47.1.4 Funding of State Project Committee v page 1173 I~ The State shall be responsible for funding the activities of the State Project Committee with respect to meetings and internal interaction among Government Entities. 47.1.5 State Project Committee Process (a) The Project Companies shall promptly give notice ("Compensation Event Notice") to the State Project Committee of any event or circumstances known to any of them which could reasonably be expected to result in a Compensation Evem or Relief Event (the "Adverse Circumstances") describing the Adverse Circumstances, expected Compensation £vent or Relief Event and impact on the Project Companies and the Project For clarification, notices of Compensation Events and Relief Events that have already occurred should be given pursuant to Articles 38 and 39. (b) Upon the receipt of a Compensation Event Notice, the State Project shall use its reasonable efforts to respond within twenty one Committee (21) Days to the applicable Project Company and indicate whether or not it is granting or denying temporary relief from the Adverse Circumstances (''Committee Response"). Provided, however, that if the expected Compensation Event of Relief Event is of the type subject to Article 40.3, the procedures of that article shall govern. (c) lf the Committee Response indicates that the State Project Committee is granting temporary relief from the Adverse Circumstances, the State Project Committee does not send a Committee Response within twenty one (21) Days, or the Committee Response is silent on whether temporary relief has been granted, then to the extent the expected Compensation Event or Relief Event is the result of a delayed, denied or withdrawn permit, beginning at the time of the Compensation Event Notice, t he Project Companies shall be automatically temporarily granted any permit described in the Compensation Event Notice, for which it has complied with all material requirements under applicable Legislation, as needed to avoid the Adverse Circumstances (other tl1an a new research, or exploitation permit under the Mining Code}. At any time, exploration the State Project Committee may send written notice terminating this temporary relief. (d) The intent of this provision is to allow the Project Companies to mitigate any potential Compensation Event and Relief Event and the Project Companies shall use their reasonable efforts to mitigate any potential Event and Relief Event. Compensation (c) Granting the temporary relief provided in this Article 47.1.5 is not intended to be the only method of resolving and mitigating an expected Compensation Event and Relief Event and the State and the Project ies may seek other resolutions, including the State's enforcement Compan of any denial or withdrawal of any pennit identified in the Compensation Event Notice if the State chooses to do so. page 1174 48 OTHER PROVISIONS. 48.1 Security. The Project Companies shall provide reasonable security for the assets of the Project Companies and Project Facilities. 48.2 Identification of Required Permits. The Project Companies are responsible for identifying all approvals, authorisations, consents, licences and permits necessary to fulfil their obligations under this Convention (including for both the Construction Phase and the Exploitation Phase) and the Project Agreemcms in accordance with the requirements contained in this Convention and the Project Agreements, provided, that, the State shall reasonably cooperate, upon request, with respect to such identification. 48.3 Renewal of Permits. The State shall review in good faith all requests from the Project Companies that comply with the Legislation for required approvals, authorisations, consents, licenses or pennits necessary to enable Cam Iron and lhe Project Companies to fulfil their obligations under this Convention and the Project Agreements. 49 ASSIGNMENTS i\ND STOCK TRANSFERS 49.1 No Assignments by Project Companies. Neither Cam Iron nor Project Company may assign (including for security purposes). pledge or transfer any of its rights and obligations under a Project Agreement without the prior written consent of lhe State except where an "Exempt Assignment" and the State shall consider the request in a timely manner where such consent is required, and shall not unreasonably withhold such consent. 49.2 Assignments by State. The State may assign all or any of its rights and obligations under a Project Agreement to a Govcnunent Entity; provided the State shall remain responsible and Hable for the discharge of all of the obligations assigned by the State to its Government Entity. 50 FAILURE 50.1 Breach Event. The breach events, exhaustively listed below, may lead to termination of the Contemplated Rights (each, a "Breach" or "Breach Event"); 50.1.1 Permit Withdrawal Breach Event The events comprise: (a) any material part of the Project Operations arc suspended for more than thirty six (36) months (which shall be extended for an additional twelve ( 12) months at the cud of such thirty six (36) month period if price of High Grade Ore or Beneficiated Ore is less than seventy percent (70%) of pagoJ175 the price of such ore in the Project Economic Model), in accordance with Article 51 or otherwise, without full scale resumption of work for a continuous period of at least four weeks or, in aggregate for more than seven hundred and twenty (720) Days over the prior ten (JO) years (which shall not be subject to extensions based on price), which suspension is not cured within thirty (30) Days of the State's notification Cam [ron or the relevant Project Company thereof; to (b) a Bank Guarantee or Environmental Guarantee is not re-established in its initial amount as provided for under this Convention, within a time frame of ninety (90) Days as from the date of any claim relative to this guarantee filed by the State; (c) one of the following events affecting any Project Company occu.rs: (i) the liquidation or winding-up of a Project Company is initiated; (ii) a competent jurisdiction has issued a liquidation decision concerning one Project Company, which bas become definitive and may not be subject to appeal or opposition: or (iii) a competent jurisdiction has issued a judicial settlement decision concerning one Project Company, which became final and is not followed by a composition between the Project Company and the general body of creditors within ninety (90) Days following the said decision, subject to the fulfilment by the entity concerned of its obligations under the Project Agreement to which it is a party, in particular during the course of the appeal proceedings, where required. (d) a Delay Breach Liability Threshold was reached; or (c) any item identified as a "Permit Withdrawal Breach" in any Project Agreement occurs, (each, a "Permit Withdrawal Breach" or a "Permit Withdrawal Breach Event"). 50.1.2 Delay Breach Events The events comprise: (a) lhe Project Conunissioni11g has not occurred by the deadline specified in Article 3.6; (b) the Beneficiation Feasibility Study or Beneficiation Power Station Feasibility Study is not prepared and sent to the State by the deadline specified in Article 10.1 (d); (c) there was a Positive Beneficiation Determination and the Project Companies began construction but the Beneficiation Facility Commissioning and the commissioning of the Beneficiation Power Station (if the State does not elect its option to construct the Beneficiation Power Station) does not occur prior to the BF Commissioning Deadline; (d) the Beneficiation Capacity Expansion Works are not completed in a page)176 ;OJ) manner enabling the Mine Project Company to reach ninety percent (90%) of the Targeted Annual Production Capacity; (e) a Report is not prepared and sent to the State by the deadline specified in Article 30.3; (f) a Project Company fails to meet any material obligation to complete any significant action by the deadline imposed under the Project Agreement to which it is a party or under applicable Legislation, or (g) any item identified as a "Delay Breach Event" in any Project Agreement occurs, (each, a "Delay Breach" or a "Delay Breach Event"). 50.2 Notification of Breach (a) Subject to the provisions of the Project Agreements, all Breach Events entitle the State to implement the tennination procedure for the Contemplated Rights through a fonnal notice sent to the Project Company to which the Breach Event is attributable, which indicates, precisely: (i) the Breach(es) invoked to which the fonnal notice pertains: and (ii) the State's intention to tenninate the Contemplated Rights if, within the time limit prescribed by the said fonnal notice ("Remedial Period"), the ("Notification of Breach"). (b) The Remedial Period shall not be less than: (i) one hundred and twenty (120) Days for any Penni! Withdrawal Breach Event in accordance with the provisions of article 35-2 of the Code Implementing Decree: and Mining (ii) forty five (45) Days for any Delay Breach Event or where the relevant Project Company pays the daily penalties, Wllil the Delay Breach Liability Threshold is reached. (c) During the whole Remedial Period, activities undertaken pursuant to this Convention, Project Agreements, and the Project Contracts shall be continued in accordance with the tenns of this Convention, the other Specific Agreements, and the Project Contracts. 50.3 Penalties for Delay Breach Events (a) In the event of a Delay Breach, the State may require from tho Project Company concerned and Cam Iron, by formal notice sent to the Project Company to which the Delay Breach Event is attributable and to Cam Iron. to pay a per diem delay penalty in an amount equal to: (i) seventy thousand (70,000) US Dollars (adjusted by the Inflation Adjustment) per Day for Delay Breach Events referred to in Article page 1177 /()1\ 50.1.2 (a), (b), (c) or (d); (ii) live thousand (5,000) US Dollars (adjusted by the Inflation Adjustment) per Day for Delay Breach Events referred to in Articles, 50.1.2(e) and 50.1.2(1); or (iii) the amount specified in the Project Agreement (adjusted by the Inflation Adjustment) per Day for Delay Breach Events referred to in Article 50.1.2(g). (b) The aggregate amount of the penalties that may be received pursuant to Article 50.3(a) shall not exceed: (i) individually with respect to a particular Breach or group of related Breaches, fifty million (50,000,000) US Dollars (adjusted by the Inflation Adjustment); and (ii) cumulatively, two hundred million (200,000,000) US Dollars (adjusted by the Inflation Adjustment),] (each, a "Delay Breach Liability Threshold"). 50.4 State Step-In Rights If the State reasonably considers that a breach by any Project Company of any obligation under any of the Project Agreements or an event: (i) is likely to create an immediate and serious threat to the health or safety of the public, any material property or the Environment, or (ii) is prejudicial to the ability to carry on the State's Reserved Rights or other customary rights to a material degree, then the State, acting reasonably may, if it considers that there is it is likely that the Project Company (or the Lenders, sufficient time and that through a substituted entity) shall be willing and able to provide assistance, require the applicable Project Company by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Agreement, to suspend a Contractor or Subcontractor, and the applicable Project Company shall use all reasonable efforts (obligation de moyens) to comply with the State's requirements as soon as reasonably practicable; (a) [f the State gives notice to the applicable Project Company under Article 50.4 and the Project Company either: (i) does not confirm, within five (5) Business Days of such notice, or such shorter period as is appropriate in the case of an emergency, that it is willing to take such steps as are required in such notice or does not present an alternative plan to the State to mitigate, rectify and protect against such circumstances then the State may, within a further five (5) Business Days, accept or reject such plan, acting reasonably; or (ii) fails to take the steps as are referred to or required in such notice or accepted alternate plan within such time as set forth in such notice or accepted alternate plan or within such time as the State, acting reasonably, will stipulate, page )178 then the State may take such steps as it considers necessary or expedient to mitigate, rectify or protect against such circumstances either itself or by engaging others to take any such steps. Such steps may include the partial or total suspension of the right and obligation of Cam Iron or the applicable Project Company to provide the relevant Project Operations, but only for so long as the circumstances referred to in Article 50.4{a) persist. {b) The applicable Project Company shall ensure that all Finance Documents, Project Contracts and contracts with the Contractors and Subcontractors permit the State to exercise its rights w1der this Article 50.4. (c) The exercise by the Stale of any of its rights under this Article 50.4 shall not reduce or affect in any way Cam Iron's or lhc applicable Project Company's responsibilities tmder the applicable Project Agreement to perform the Project Operations. (d) To lhe extent that any of lhe circumstances set forth in this Article 50.4 arise as a result of any actual or anticipated breach by any Project Company of its obligations under any Project Agreement, lhen Cam Iron or the applicable Project Company shall pay the State the amount of all costs and expenses reasonably incurred by the State in exercising its rights under this Article 50.4 and an additional mark-up of twelve per cent (12%) of such costs and expenses in respect of indirect costs and to lhe exercise of such rights. overhead not othenvise direcll.y attributable 50.5 Termination for Breach (a) If a Project Company or Cam Iron: (i) has not within the applicable Remedial Period, cured any applicable Breach; or {ii) has conuuitted a Permit Withdrawal Breach Event or a Pennit Withdrawal Breach Event has occurred, upon two (2) Days notice (or such shorter period if reasonably warranted by the circwnstances) the State shall be entilled to exercise its rights (the "Contemplated Rights") to: (A) terminate all or any part of the Project Agreements and revoke all permits, authorisations and approvals of Cam !ron and the Project Companies, and shall be entitled to draw upon any Bank Guarantee, surety or other security provided under any Project Agreement, or otherwise collect compensation from Cam Iron or tbe applicable Project Company to indemnifY the Stale for any actual or reasonably expected Losses resulting from such Permit Wilhdrawal Breach; and (B) lenninate the Exploitation Penni! and upon an election to exercise such rights to terminate, such permits, aulhorizations and approvals, the Project Companies shall be deemed to have renoW1ced such permits, authorizations and approvals, in each case, pursuant to the provisions of tllis Article 50.5. (b) Any Nol'ification of Breach issued pursuant to Article 50.2(a) shall be inm1ediately deemed null and void if the Breach Event{s) referred to in the Notification of a Breach have been cured prior to the conclusion of the applicable Remedial Period. page 1179 (c) Notwithstanding the foregoing, the State shall not be entitled to terminate the Contemplated Rights if: (i) the alleged Breach(es) constitute a direct and exclusive consequence of the occUJTence of: (A) a Confiscation; (B) a Force Majeure Event; or (C) a Legitimate Cause, and the Breach results from the failure to comply with a deadline or the completion of any action by such deadline as a result of the occurrence of such a Legitimate Cause or such a Force Majeure Event, the Project Company concerned shall benefit from the automatic extension of this tem1 for a duration equal to the period during which the Force Majeure Event or the Legitimate Cause has lasted and the State shall be automatically reinstated in its rights pursuant to Article 50 if it identifies a Breach after the end of the extended tenn. (ii) if the Breaches are the result of a Delay Breach Liability Threshold being reached and the underlying breach is that the Project Commissioning bas not occurred by the applicable deadline and the Project Companies have expended at least half of the capital expenditures required to reach Project Commissioning, the Project Companies arc diligently implementing a plan reasonably expected !o achieve Project Commissioning within a reasonable time and the Project Companies continue to pay the penalties in Article 50.3 beyond the applicable llinits; or (iii) if the Breaches are the result of a Delay Breach Liability Threshold being reached and the underlying breach is the Beneficiation Facility Commissioning or commissioning of the Beneficiation Power Station (if the State has not elected to construct the Beneficiation Power Station) has not occurred by the applicable deadline and the Project Companies have expended at least half of the capital expenditures required to reach the Beneficiation Facility Commissioning and the entity (other than the State) constructing the Beneficiation Power Station has expended at least half of the capital expenditures required to reach the Beneficiation Facility Commissioning, the Project Companies and the entity constructing the Beneficiation Power Station (other than the State) are diligently implementing a plan reasonably expected to achieve Beneficiation Facility Commissioning and the commissioning of the Beneficiation Power Station within a reasonable time and the Project Companies continue to pay the penalties in Article 50.3 beyond the applicable limits. (d) If the Permit Withdrawal Breach Event is related to the failure to achieve Beneficiation Facility Commissioning or the commissioning of the Beneficiation Power Station by the required deadline as provided in Article 50.1 .2(c) termination of Project Agreements related to the Project Companies' right to conduct the Railway Operations and Mineral Terminal Operations and tennination and deemed renouncing of the Exploitation J>ennit and any other permits and authorizations of the ( pag.l180 .;(JJ 111 Project Companies shall be delayed until lhe tenth (I 0 ) anniversary of Project Commissioning if such date bas not already passed. 50.6 Payment of the financial penalties (a) Any financial penalties due pursuant to this Article must be paid within the maximum period referred to in the applicable Article or failing a specified date for lhe financial penalties imposed under Article 50.3, Days following the receipt by the Project Company concerned, thirty (30) of a Notification of a Breach. (b) ln case of failure by the Project Company concerned to fully pay lhe fmancial penalties within the time· frames specified in Article 50.6(a), the State may enforce lhe provisions of 1\rticle 31.1 (a). 50.7 Sanctions (a) The defaulting Project Company is also liable to the civil and criminal sanctions provided by the Legislation in the event of breach of the Legislation, in particular those relating to protection of the Environmem. h may not escape any such liability by reason of the participation of the State as shareholder of said Project Company. (b) Infringements sanctioned in accordance with the provtstons of the Legislation and those of this Article 50.7 shall be recorded in accordance with the Legislation. 51 DAMAGES Notwithstanding any provision to the contrary in this Convention or another Project Agreement, no Party sball be liable for any indirect, special, punitive or consequential damages including lost opportunities, lost profits and similar measures of damages. 52 SUSPENSION OF OPERATIONS 52.1 Suspension Notwithstanding any other provisions in tllis Convention but subject to Article 50, Cam Iron has the right to suspend all or any part of the Project Operations, by giving the State thirty (30) Days prior written notice or such lesser period where the circumstances dictate that it is not possible to give such a period of notice, specifying: (a) the whole or part of the relevant Project Operations to be su~'(Jended; and (b) the period for which that whole or pan of lhe relevant Project Operations will be suspended, and the detailed reasons for the suspension, which are to be one of the following causes: (c) Economic Hardship; (d) Force Majeure; Cause; or (e) Legitimate v page)181 rffrl (f) Confiscation. provided, thai, in each case, such cause must have bad a Material Adverse Effect on the Project Company's ability to conduct the Project Operations, provided, however, of Economic Hardship, the effect set forth in Article 40.3(b)(ii) must also in the case have accmed. Such suspensions shall constitute a fom1al suspension by a Project Company for the purposes of this Convention and any applicable Project Agreement. 52.2 State's Right to Dispute Notice (a) lf within the thirty (30) Day notice period or such other notice period 52.1 the State does not agree that Cam Iron and the referred to in Article relevant Project Company has the bona fide reasons to seek suspension under this Convention and the relevant Project Agreement, then it shall put its case to Cam Iron and the relevant Project Company and if those State's position then the matter becomes a companies do not accept the Dispute and is then subject to the operation of Article 56. (b) Where there is a Dispute, Cam Iron and the relevant Project Company must not suspend Project Operations until the Dispute is determined, unless it is not possible or is impractical to continue Project Operations is resolved or determined. until the Dispute 52.3 Consequences of Suspension As soon as practicable after the commencement of suspension of the whole or any part of the relevant Projection Operations in accordance with Article 52.1. Cam Iron and the relevant Project Companies must use their best endeavours to minimise the costs and expenses associated with the suspension on that part of the Project Operations. For the avoidance of doubt, Project Companies shall not be liable for any costs and expenses incurred as a result of the suspension. A suspension rnay be pursuant to Anicle 50.1.1 (a). deemed a Pcnnit Withdrawal Breach evcm 52.4 Resumption Cam Iron shall, as soon as they become aware that the reason for any suspension no longer exists, promptly recommence the whole or the part of the relevant Project Operations suspended. 52.5 Continuing Obligations In the event of suspension of the whole or any part of the relevant Project Operations under this Article 51, Cam Iron and the relevant Project Companies shall be relieved, during the suspension, of any continuing obligations to conduct Project Operations under the provisions of this Convention and an applicable Project Agreement but not other obligations that by their terms or nature should continue. 52.6 Extension of delay If. due to suspension under this Article 51 (and, if applicable, confli'lDation of the necessity of such suspension if Disputed), performance of any of the obligations or a Project Agreement is delayed, the duration of the delay (to under this Convention the extent undisputed or confirmed in accordance with the Dispute Resolution procedures set follh in Article 56) shall be added to any period provided under this Project Agreement for the perfoonance of the obligation(s). Convention and/or such page 1182 \ ·- 53 RENUNCIATION OF PROJECT LEASES OR MTNTNG TITLES 53.1 Renunciation of tbe Project Lease (a) The Project Company may, before the expiry of the term of any Project Lease it holds, renounce the operation of all or part of that Project Lease. In the event of a renunciation before Project Commissioning, the Project Company concerned shall infom1 the State of such renunciation, without any prior notice being required. (b) In the event of a renunciation of a Project Lease after the Project Commissioning (other than for that part of the Project Lease on which the Project Road Agreement to Lbe Railway becomes a Public Road), the Project Company shall specify the effective date of the renunciation, which shall not be less than three hundred and sixty five (365) Days from of notice as to a portion of a Project Lease, and seven hundred the date and thirty (730) Days for the entire Project Lease, from tbe date of notice. In addition, for infonnation purposes only, the Project Company shall give the State the reasons for such renunciation and the conditions of renunciation. of the notice, the State shall officially notify the (c) Within sixty (60) Days Project Company of whether or not it is prepared to accept such a rescission. (d) Where the Project Companies apply to renounce all of the Project Leases as a consequence of the completion of Mining Operations, the State must accept the renunciation subject to the memorandum referred to in Article 53.1{e). (e) Any renunciation shall not become effective until afier the State and the Project Company or Project Companies as the case may be have jointly signed a memorandwn in which the State and the Project Company or Project Companies as the case may be shall acknowledge that the terms of wilbdrawaJ referred to in this Convention have been complied with. (f) The renunciation shall be confinned by decree to the extent required by Legislation. (g) Notwithstanding the foregoing, the Project Lease relating to the Railway Area shall be renounced without further action by the Parties and solely with respect to the portions of the Project Road Adjacent to the Railway Public Road pursuant to the Road Plan at such time as which will become the applicable portions of the Project Road Adjacent to the Railway become Public Roads. 53.2 Renunciation of tbe Exploitation Permit (a) The Mine Project Company may, before expiry of the term of the Exploitation Permit, renounce the operation of all or part of the Exploitation Pem1it in accordance with Article 32 of the Mining Code Implementing Decree by giving notice of such renunciation to the State at least two (2) years before the proposed date of such renunciation, provided that said renunciation will not be effective until the requirements of Articles 53.2(c) and 53.2(d) have been completed. v pag