Gold ore and associated minerals. In the event that Bentley International Trading Corporation (Bentley) finds an ore deposit whose predominant economic value is attributable to a mineral or minerals other than gold and the gold which does exist in such deposit could not be economically exploited itself, and which deposit is of sufficient size and quality to permit the production of commercial quantities of such mineral, and the government has not yet entered into an agreement or negotiations with third parties relating to such mineral deposit(s), then the government will enter into good faith negotiations with Bentley for the purpose of concluding a separate agreement with regard to the development of such deposit.
In the event that Bentley finds an ore deposit which contains a deposit of gold ore of sufficient size and quality to permit the production of commercial quantities of gold but which is commingled, intermingled or otherwise found together with a deposit of some other mineral(s) which based on the result of exploratory drilling have an indicated value exceeding that of the gold, the government may, in its discretion, and upon such terms as the parties may agree, permit Bentley to engage in operations with respect to such a deposit.
The term of this contract is the earlier of (a) such time as Bentley International Trading Corporation shall no longer engage in commercial production of gold and/or associated minerals derived from gold ore deposits within production lots, or (b) 20 years.
Environmental impact assessment and management plan
Bentley International Trading Corporation (Bentley) shall submit to the government detailed plans for the protection, correction and restoration of the water, land and atmosphere. If Bentley fails to submit such plans or fails to comply with any plans previously submitted, then in addition to any other remedy available to the government, the government may, on reasonable notice and at Bentley’s expense, perform such work as may be necessary or desirable under the circumstances.
Bentley International Trading Corporation (Bentley) shall take such preventative, corrective and or restorative measures to insure that all streams and water bodies within or bordering Liberia, all dry land surfaces, and the atmosphere be protected from pollution, contamination or damage resulting from operations; and that any existing pollution, contamination and damage of or to such water bodies, land surfaces and atmosphere resulting from operations hereunder be rectified; and that the terrain, in general, be restored to and left in a state so to be usable for purposes which are economically or socially desirable. Bentley shall, where necessary, backfill all open mines, pits, trenches, cuts and other excavations, using to the maximum extent possible as fill material all tailings, spoils, refuse and other originally subterranean materials which have been accumulated on the surface of the ground; shall level the surface wherever possible, and if leveling is not possible, shall contour, grade and terrace all exposed artificial gradients and declivities which have been created as a result of operations; shall reopen and pre-existing natural drainage systems such as creeks, streams, or other natural watercourses (or where such have been obstructed or obliterated shall open new, substitute surface watercourses to the end that the area shall continue to be drained by natural runoff with a minimum of erosion); and shall reforest and replant the areas so backfilled, contoured, terraced or otherwise worked with such species of vegetation as may be indicated by the government.
Bentley International Trading Corporation (Bentley) has the right to remove, extract and use, solely for its own purposes free of tax or other charge or fee imposed by the government, any water provided however, that where any land, villages, houses, persons or watering places for animals have been supplied water by right or through custom. Bentley shall not deprive them of a constant and reasonable supply of usable water, nor shall Bentley, without the government's consent, interfere with any water or other rights enjoyed by anyone under any agreement with the government.
Bentley International Trading Corporation (Bentley) shall allow its books of accounts to be audited within 3 months after the end of each fiscal year by an internationally recognized independent auditor, satisfactory to the government and a copy of the annual financial statement duly certified by said auditors shall be furnished to the government within 20 days thereafter. The government shall have the right to freely discuss with the said auditors the results of the audit and certification, and Bentley shall take all reasonable measures; to ensure that auditors cooperate to the maximum extent in such discussions. This shall not in any way imply acceptance of any such audit or certification by the government or preclude the government from auditing such books of accounts.
A net loss for any taxable year(s) shall be carried over, in chronological order, and deducted. In the immediately succeeding taxable year(s) until such loss shall have been fully absorbed against net taxable income. Net losses of Mano River Iron Ore (Liberia) Inc. incurred for any taxable year beginning after the end of the exploration period shall not be carried over more than 5 years after the year the loss was incurred.
An debt shall be considered an "approved debt" if: it (i) is payable on demand or has a stated maturity or 12 months or less, (ii) is intended to be repaid within 12 months, and (iii) is not incurred for the purpose of refinancing an outstanding debt. A debt will be considered ‘approved’if immediately after the debt is incurred, the total principal amount of all debt of Mano River Iron Ore (Liberia) Inc. (Mano River (Liberia)) then outstanding is less than 3 times the amount of the equity of Mano River (Liberia). An approved debt can become unapproved if the total amount of all debt of Mano River (Liberia) at that time is more than 3 times the amount of Mano River (Liberia)'s equity. An approved debt will cease to be approved if within any period of 12 consecutive months, Mano River (Liberia) makes distributions to its shareholders in an amount in excess of the sum of (i) 5% of the equity at the beginning of such period, and (ii) the net taxable profits for any taxable year unless the conditions of subsection 16.3(b) are then met or (c) the debt is issued after Mano River (Liberia) has obtained a written determination from the government that such debt will be approved.
Bentley International Trading Corporation (Bentley) shall be subject to Liberian income tax laws of general application. The rate of tax applicable to all of Bentley's taxable income is 50%.
Commencing with the first issue of any voting shares of Bentley International Trading Corporation (Bentley) and continuing for all subsequent issues of shares, 25% of each set of shares issued for sale or proposed to be issued by Bentley shall be reserved for offer to Liberian citizens. They shall be made on terms no less favorable than the most favorable terms to other subscribers and held available for Liberian citizens for a period of 6 months from the date it was offered.
The obligation to keep available 25% of each successive issue of common shares for subscription and/or purchase by Liberian citizens shall not be affected by the existence of Liberian shareholders from previous offers. The holdings by Liberians of shares of Bentley shall in no event be treated less favorably than those of other holders.
Restrictions on transactions with affiliated parties
If Bentley International Trading Corporation (Bentley) obtains from any affiliate any services, assistance, advice or know-how which an efficient operating mining company normally provides for itself, unless the government otherwise consents, Bentley shall pay for such services, assistance, advice or know-how only on an actual, direct, fair and reasonable cost-reimbursable basis. Any other transaction between Bentley and an affiliate shall be on the basis of competitive international prices and such other terms and conditions as would be fair and reasonable had the transaction taken place between unrelated parties dealing at arm's length.
Bentley International Trading Corporation (Bentley) shall pay to the government a royalty in respect of all gold produced and shipped or otherwise disposed of by Bentley. The royalty shall be: (a) for gold: 4% of (I) the selling price free on board (f.o.b) Liberia if the gold if sold in an arm's length transaction to a person who is not an affiliate, or (II) in all other cases, the fair market value, f.o.b. Liberia, of the gold. "Fair market value" shall be the means between the opening and closing prices of gold on the London Gold Market on the date of sale, adjusted to reflect transportation and insurance costs.
Bentley shall also pay a royalty in respect of any associated minerals, produced and shipped or otherwise disposed of by Bentley. The royalty shall depend on the nature and value of the mineral or minerals produced but it shall not be assessed at a higher rate or amount than, and shall be assessed in the same manner as, the royalties or other amounts then being paid to the government by the others producing the same mineral or minerals under comparable circumstances, or if there are no comparable circumstances, at the rate and in the manner to be negotiated by the parties.
Upon request of the government at any time, Bentley International Trading Corporation (Bentley) shall consult with the government to establish plans and programs, and after approval by the government, Bentley shall put into effect plans and programs, for the purpose of: (a) encouraging the establishment and growth of local economic activities, including providing materials, facilities and land areas within the production area to Liberian agriculturists for farming, animal husbandry and other agricultural purposes; to Liberian developers for housing and other developments; to Liberian merchants and tradesmen for operating commercial, recreational and service facilities; (b) providing for the conversion of infrastructure and plant and equipment to new applications after the cessation of their use for operations hereunder, and for the retaining of the local labor force; and (c) providing for meetings on a regular basis between representatives of Bentley and the local communities for the purposes of considering and making recommendations to Bentley and to the government with respect to matter of community interest.
Bentley International Trading Corporation shall not import unskilled labor except with the consent of the government. To the maximum extent feasible, Bentley shall employ Liberian citizens at all levels, and particularly in skilled. technical, administrative and managerial positions (Including supervisory and senior managerial posts). Unless Bentley than can clearly demonstrate that it is not feasible, within 5 years after reaching commercial production, at least 60% of all skilled, technical and administrative and managerial positions shall be held by Liberian citizens, and within 10 years after such data, at least 95% of such positions shall be held by Liberian citizens.
In engaging any ships or aircraft, Bentley International Trading Corporation (Bentley) shall give preference first to those owned by the government or by a company in which the government has at least a 50% interest and than to those owned by citizens of Liberia or by companies in which Liberian citizens own a majority of the voting power and a majority of the equity. That preference shall be given only if the rates of such ships and aircraft are competitive with prevailing market rates for comparable services.
In the event the government should operate a travel agency and/or an airline, Bentley shall utilize those services for all its passenger and cargo air transportation, provided such services are reasonably competitive in price and quality.
When purchasing or hiring services (including insurance agendas, contractors, import brokers, dealers and agents, and providers of transportation) and materials (including goods, equipment and agricultural products), and provided that they are reasonably comparable in price, quality and delivery dates to those available elsewhere, Bentley shall give, and shall use its best efforts to cause any of its contractors to give, the following preferences: (1) in the case of materials, to those manufactured, grown or produced in Liberia; and (2) in the case of services, in the case of materials, to those provided by or available from Liberian citizens or companies in which Liberian citizens own more than 50% of the voting power and equity.
Protections or benefits for employees, dependents, or others
Bentley International Trading Corporation (Bentley) shall provide, free of charge and in conformity with the rules, regulations and standards established by the government, primary and secondary school facilities and education for the children of all employees and government official permanently working at or near a fixed work site in connection with Bentley's operations in the production area.
If the use of any privately owned or occupied property within the exploration area is reasonably required for the conduct of operations, and Bentley International Trading Corporation (Bentley) is unable to come to an agreement with the owner or occupant of such property for such use, Bentley may request the government to exercise its right of eminent domain with respect to such property. Bentley shall reimburse the government for any compensation paid or payable to the private owner or occupant as a result of the government's exercise of such right.
Bentley International Trading Corporation (Bentley) shall, among other measures, provide on a continuing basis for the training of Liberian citizens, in order to qualify them for skilled, technical administrative and managerial positions, by means of: (a) establishing and operating vocational and advanced training centers of Liberia, (b) furnishing on-the-job counter-part training, not only in Liberia, but to the extent feasible in the office of Bentley or its agents outside Liberia, in order that such Liberians may receive training in the overseas aspects of Bentley's shipping, marketing and accounting functions; and (c) providing scholarships for qualified Liberian citizens to pursue advanced studies abroad. Detailed plans and programs for such training, including time tables and schedules, shall be formulated (and revised when necessary) in consultation with, and shall be subject to the approval of the government such consultation shall commence as soon as practical in light of the progress of Bentley's operations, and in any event promptly after request by the government.
Before undertaking to construct, install or improve any of the infrastructure Bentley International Trading Corporation (Bentley) shall submit to the government detailed information regarding the infrastructure required for operations and the proposed cost. The government may then decide to construct, install or improve such infrastructure as will satisfy Bentley's needs. The government shall make that infrastructure available to Bentley on mutually agreed terms and conditions.
If the government decides not to construct, install or improve any of the infrastructure, Bentley shall, at its own cost, undertake the construction, installation and improvements. Title to, and ownership or, all of the infrastructure shall immediately vest in the government, though Bentley will have the right to use it for the conduct of operations. So long as it doesn’t impede operations and for a reasonable charge, Bentley shall permit the government to allow third parties to use the infrastructure. No charges shall be made for (a) any use by the government or its official or authorized representatives in the course of his official duties, or (b) the use by the government or the general public of roads, airports or communications facilities for emergency purposes.
The government may require the demolition or removal of any or all of the plant and equipment or the infrastructure provided by Bentley in the exploration area or production area. If Bentley does not remove or demolish such asset(s) within a reasonable period after notice, the government may effect such demolition or removal at Bentley’s expense.
Bentley shall always take all reasonable measures to ensure that all assets which the government owns, or will own or have the right to purchase be maintained in its original condition (except for ordinary wear and tear). None of the assets shall be disassembled, destroyed or disposed of except in the ordinary course of business or as specifically provided.
Not less often than every 7 years after the commencement of commercial production, the parties shall consult together in Liberia for the purposes of considering such changes in or clarifications of the contract as either party deems to be appropriate. Unless otherwise renewed in writing by the government prior to the conclusion of each such consultation, the exemptions provided in Section 16.4 shall expire 6 months after the the commencement of that consultation.
Mano River Iron Ore (Liberia) Inc. (Mano River (Liberia)) shall use its best efforts to produce gold at maximum capacity from each production lot consistent with the optimum economic development. Production shall not be restricted to high grades of gold ore and Mano River (Liberia), shall not make inaccessible for future production, or waste any ore having a gold content high enough to make future economic working possible. Mano River (Liberia) shall use its best efforts to construct processing facilities for the beneficiation, concentration or other treatment of gold ore as will permit optimum economic development.
Mano River (Liberia) shall use its best efforts to sell gold and any associated minerals produced at the maximum prices possible. Mano River (Liberia) shall conduct all smelting, refining and assaying of all gold produced under this contract in Liberia.
The government and Bentley International Trading Corporation consent to submit to the jurisdiction of the International Center for the Settlement of Investment Disputes all disputes arising out of this contract for settlement by arbitration pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of other States. All arbitration proceedings shall be held in Monrovia, Liberia, and the tribunal shall apply the laws and the jurisprudence of Liberia.
The government shall treat all information supplied by Bentley International Trading Corporation (Bentley) as confidential and shall not reveal such information to third parties except with the consent of Bentley, which shall not be unreasonably withheld, for a period of 1 calendar year with respect to financial information, from the date of submission. The government or the persons authorized by the government may nevertheless use any such information received from Bentley for the purpose of preparing and publishing general records or statistics on natural resources or other conditions in Liberia, and in connection with any discrepancies between the Government and Bentley.