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THIS MINING LEASE AGREEMENT
made the.J.L. day of...........................2016 BETWEEN THE GOVERNMEPEh
REPUBLIC OF GHANA (hereinafter called "the Government") acting by NIIosNMMI
the Minister of Lands and Natural Resources (hereinafter called "The Miristekekt
one part and MICROSTAR MINES & MINERALS LIMITED with registeredraenesa
216, CHRISMAN HOUSE, CANTONMENTS, P. O. BOX 52632, ACCRA, H
(hereinafter called "the Company") of the other part. , Afa
WHEREAS:
The Government is desirous of developing its mineral resources in such
will ensure that the maximum possible benefits accrue to the nation fr
exploitation of minerals and seeks companies that possess the necessary f
technical and human resources to exploit the minerals efficiently;
The Company warrants that it has the financial, technical and human rest
required for undertaking the mining operations efficiently and has decfared
willing to engage in mining in Ghana; h,
The Government has therefore agreed to grant the Company a Mining
the terms and conditions provided for in this Agreement.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS:
1. GRANT OF MINING RIGHTS
a. The authorised mineral the subject of this Mining Lease is gold (hereina
called "the Mineral").
b. The Government hereby grants to the Company mining rights to ALL that piece
of land described in the schedule hereto and more particularly
the map attached (hereinafter called "the Lease Area") for a term of
years (hereinafter called "Term") from the date of this Mining
c. The Term may be renewed from time to time in accordance with
and Mining Act, 2006 (Act 703).
d.
The Government hereby grants to the Company the exclusive
develop and produce the Mineral in the Lease Area for the
(including transportation, processing, and storing with the rights
reasonably incidental thereto) subject to the provisions of this Miningteasei
e. This Mining Lease is subject to ratification by Parliament in accordance with
Article 268(1) of the Constitution and section 5(4) of Act 703. Upon the
execution of this Mining Lease, the Company shall submit a certified true copy
of the Mining Lease to the Minister to be laid in Parliament for ratification.
f. The Company shall not however conduct any operations in a reserved area,
restricted area, protected area or designated area and shall not without the
prior written consent of the Minister conduct any operations:
i. within 100 metres of any forest reserve, river, stream, building,
installation, reservoir, dam, public road, railway or area appropriated
for a railway; or
ii. within 300 metres of a pylon; or
iii. in an area occupied by a market, burial ground, cemetery or within a
town or village or an area set apart for, used, appropriated or
dedicated to a public purpose.
g. The Company shall, in accordance with Section 69 of Act 703 and Regulation
20 of the Minerals and Mining (General) Regulations, 2012 (L.l. 2173)’
commence commercial production of the approved mineral not later than
twenty-four (24) months from the date of grant of this Mining Lease.
h. The Company shall take all practical steps to avoid damage to land, trees,
crops, buildings, structures and other property in the Lease Area. Where such
damage cannot be avoided, the Company shall provide fair and reasonable
compensation in accordance with Section 72-75 of Act 703 and the Minerals
and Mining (Compensation and Resettlement) Regulations, 2012 (L.l. 2175).
i. The Company shall permit the public to use without charge and at their sole
risk, any road constructed by the Company in the Lease Area, provided that
such use does not unreasonably interfere with the operations of the Company
and such permission shall not extend to areas designated as active mining
areas.
j. No provision in this Agreement shall be.deemed to confer any rights on the
Company which conflicts with the provisions of Act 703 or permits the
Company to dispense with the necessity of applying for and obtaining any
permit or authorisation which the Company may be required by Law or
Regulation to be obtained in respect of any work or activity proposed to be
carried out under this Mining Lease.
2. GRANT OF RIGHTS TO THIRD PARTIES IN THE LEASE AREA
a. Subject to Clause 6(b) of this Mining Lease, the Government may grant mineral
rights to third parties to prospect for or to enter into agreements for the
production of minerals other than the Mineral in the Lease Area, provided that
any such activity shall not unreasonably interfere with the rights granted to the
Company under this Mining Lease.
b. Where a third party applies for a mineral right under paragraph (a) of this Mining
Lease for a mineral other than the Mineral the subject of this Mining Lease, the
Minerals Commission (hereinafter called "the Commission”)shall notify the
existing rights holder of the application in accordance with Regulation 176 of the
Minerals and Mining (Licensing) Regulations, 2012 (LI 2176).
c. Where the Commission gives the Company notice under this Clause, the
Company may exercise the first option to add the mineral to the existing mineral
not later than fifteen (15) days from the date of the notice, failing which the
Commission may process the application of the third party in accordance with
Law.
3. POWER OF GOVERNMENT TO EXCLUDE PARTS OF THE LEASE AREA
a. The Government may by notice in writing to the Company exclude from the
Lease Area at any time, any part which may be required for any stated public
purpose whatsoever, provided that:
i. Any part of the Lease Area so excluded shall cease to form part of the
Lease Area and no mining operations shall be conducted on the part so
excluded;
ii. No part of the Lease Area shall be excluded in respect of which the
Company has given prior notice specifying that such part is required for
mining operations or on which active operations have commenced or are
in progress (such as digging, excavation, construction, installation or other
works related to mining of the minerals the subject of this Mining Lease);
iii. The Government shall not take to itself or grant to third parties the right
to mine the Mineral from any part that is excluded under this clause.
b. The company shall be relieved of all liabilities or obligations in respect of any part
excluded under this clause except liabilities or obligations accrued prior to such
exclusion.
4. WORK OBLIGATION
The Company shall continuously operate in the Lease Area in accordance with
applicable laws and regulations and consistent with good mining practices until
such time as the reserves or deposits may be exhausted or the Mine can no longer
be economically worked or until this Agreement expires, whichever shall be
sooner.
5. CONDUCT OF OPERATION
a. The Company shall:
i. conduct all of its operations with due diligence, efficiency, safety and
economy to the maximum extent possible consistent with good mining
practices and in a proper and workmanlike manner, observing sound
technical and engineering principles and practices, using appropriate
modern and effective equipment, machinery, materials and methods;
ii. ensure conservation of resources, reclamation of land and protection of
the environment;
iii. mine the minerals using appropriate mining methods and technologies in
the Lease Area.
b. The Company shall maintain all equipment in good repair and keep all working
areas in good and safe condition and take all practical steps to:
i. prevent damage to adjoining farms and villages;
ii. avoid damage to land, trees, crops, buildings, structures and other
property in the Lease Area;
Provided that where such damage is unavoidable, the Company shall pay fair and
reasonable compensation in accordance with Section 72-75 of Act 703 and L.l.
2175.
c. The Company shall fence off effectually from the adjoining lands, all pits, shafts
and other works made or used in accordance with the Minerals and Mining
(Health, Safety and Technical) Regulations, 2012 (L.l. 2182) and the provisions of
this Mining Lease.
d. The Company shall as far as is necessary or practicable provide and maintain in
good repair and condition, roads, gates, stiles and fences for the safe occupation
of the Lease Area.
e. The Company shall provide and maintain proper and sufficient drains, culverts,
arches and passageways for carrying off any waters which shall arise or be
produced or interrupted by any of the works authorised so that the drainage of
the Lease Area may not be negatively affected.
f. This Mining Lease does not permit the Company to obtain for treatment
minerals, tailings or any ore from areas that are not part of the Lease Area,
except where such minerals, tailings or ore are produced by the Company under
another Mineral Lease.
g. This Mining Lease does not permit the Company to obtain for treatment
minerals, tailings or any ore from third parties unless such minerals, tailings or
ore are produced by a mineral right holder who has obtained the requisite
licence or permit from the Minister to do so.
6. NOTIFICATION OF DISCOVERY OF OTHER MINERALS
a. The Company shall notify the Commission and the Ghana Geological Survey of
the discovery of an occurrence of any other mineral in the Lease Area apart
from the Mineral the subject of this Mining Lease.
b. In accordance with Section 15 of Act 703, the Company shall have the first
option to apply to prospect for or mine the new minerals discovered in the
Lease Area.
c. Where the Company gives notice under this Clause, the procedure outlined
under Clause 2 of this Lease shall apply.
7. SAMPLES
a. The Company shall not during the subsistence of this Mining Lease remove,
dispose of or destroy, except in analyses, any cores or samples obtained from the
Lease Area without the prior written consent of the Ghana Geological Survey and
the Commission.
b. The Company shall provide the Ghana Geological Survey and the Commission
with such samples from the Lease Area as they may from time to time reasonably
request, and shall keep such samples as may be directed by the Chief Executive
Officer of the Commission.
8. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
a. The Company shall comply with the provisions of L.l. 2182 and all such
reasonable directives as may from time to time be given by the Commission for
securing the health and safety of persons engaged in or connected with the
mining operations.
b. Before undertaking an activity or operation under this Mining Lease, the
Company shall obtain the necessary approvals and permits as may be required by
law from the Forestry Commission, Water Resources Commission and the
Environmental Protection Agency or any other Regulatory body.
9. POWER OF THE MINERALS COMMISSION TO EXECUTE CERTAIN WORKS:
Where the Company fails at any time to comply with any provisions of this Mining
Lease or applicable law and such failure is likely, in the opinion of the Commission,
to endanger the health or safety of persons, or result in damage to mining
equipment or other structures or installation, the Commission shall after giving the
Company reasonable notice, execute any works which are deemed necessary and
practicable in the circumstances and the Company shall be liable to pay a penalty
and the costs and expenses incurred by the Commission in carrying out such
works.
10. LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY
a. No provision in this Agreement shall exempt the Company from liability for any
damage, loss or injury caused to any person, property or interest as a result of
the exercise by the Company of any rights or powers granted to it under this
Mining Lease.
b. The Company shall at all times indemnify the Government and its officers and
agents against all claims and liabilities in respect of any loss suffered by or
damage done to third parties arising out of the exercise by the Company of any
rights or powers granted to it under this Mining Lease provided that the
Company shall not so indemnify the Government, its officers and agents where
the claim or liability arises out of the wrongful or negligent acts of the
Government, its officers and agents.
11. RECRUITMENT OF EXPATRIATES, TRAINING OF GHANAIANS AND USE OF LOCAL
PRODUCTS
a. The Company shall engage expatriates for the Company's operations in
accordance with the provisions of the L.I. 2173.
b. The Company shall comply with L.L 2173 in relation to the training of Ghanaians
and procurement of local goods and services.
c. Notwithstanding any penalties provided in L.l. 2173 or any other laws for non-
compliance, the Minister may suspend the Mining Lease until the Company
complies with the provisions of the law.
12. AFFILIATED COMPANY TRANSACTIONS
a. Any transaction between the Company and an affiliated company shall be on
arm's length basis, consistent with the Transfer Pricing Regulations, 2012 (L.l.
2188) and International best practice.
b. The Company shall notify the Ghana Revenue Authority and the Commission of
any and all transactions between the Company and an affiliated company and
shall supply the details relating to such transactions to the Ghana Revenue
Authority and the Commission in accordance with any guidelines provided by the
institutions.
c. The Company shall, at the request of the Ghana Revenue Authority or the
Commission, provide such justification of costs as may be required, duly
supported by an Auditor's certificate if necessary.
13. TECHNICAL RECORDS
a. The Company shall maintain at its registered and mine offices complete technical
records of its operations in the Lease Area in such form as may from time to time
be approved by the Commission and the Ghana Geological Survey.
b. The Company shall maintain at the said offices copies of all reports and of all
tests and analyses, geological and geophysical maps, diagrams or charts relevant
to its operations. These reports and records may be examined by officials of the
Commission and the Ghana Geological Survey or acting on behalf of the
Government or authorised in writing by the Minister.
c. The Company shall maintain at the said offices correct and intelligible plans and
sections of the mining operations, including any faults or disturbances which
have been encountered in such workings and operations. All such plans and
sections shall be made, amended and completed from actual surveys conducted
for that purpose.
d. Upon expiration or termination of this Agreement or the surrender of any part of
the Lease Area, such records and data as are required to be maintained pursuant
to this Clause shall be delivered to the Commission and the Ghana Geological
Survey in accordance with Section 71 of Act 703 and same shall become the
property of the Government without charge.
14. PRODUCTION RECORDS
The Company shall maintain at its registered and Mine offices complete and
accurate records of its production in the Lease Area in such form as may from time
to time be approved by the Commission.
15. FINANCIAL RECORDS
a. The Company shall maintain at its registered and Mine offices, detailed and
complete accounts and systematic financial records of its operations as may be
required by law. The books of account shall show all revenues received by the
Company from all sources including its operations under this Mining Lease, as
well as all its expenditure.
b. The Company shall provide a clear basis for understanding and relating the
financial records and accounts to its operations.
c. The Company's books of account shall be kept in accordance with generally
accepted accounting principles.
d. The Company shall keep separately records and financial statements in terms of
Ghana currency and also in terms of U.S. Dollars or other international currency
and may record in foreign currency such claims and liabilities as arise in such
foreign currency.
e. The Company's books of account shall be audited within three (3) months after
the close of each Financial Year by a qualified auditor who is a member of a
recognised professional auditing or accounting body. Such auditing shall not in
any way imply acceptance of its results by the Government or preclude the
Government from auditing such books of account. The Company shall deliver to
the Minister without charge, copies of all or any part of such financial records as
the Minister may from time to time reasonably request.
16. REPORTS
a. The Company shall furnish a report each quarter, to the Minister, the
Commission and the Ghana Geological Survey, in such forms as may from time to
time be required, regarding the quantities of the approved minerals mined in
that quarter, quantities sold, the revenue received and royalties paid or payable
for that quarter and such other information as may be required. Such reports
shall be submitted not later than thirty (30) days after the end of each quarter.
b. The Company shall furnish a report each half-year to the Minister, the
Commission and the Ghana Geological Survey in such form as may from time to
time be required, summarising the results of its operations in the Lease Area
during the half-year and records to be kept by the Company pursuant to Clauses
14, 15 and 16 of this Mining Lease. Each report shall include a description of any
geo-scientific work carried out by the Company in that half-year and a plan
showing the Mine, installations and workings. Such reports shall be submitted
not later than forty (40) days after the half-year to which they relate.
c. The Company shall furnish a report each Financial Year in such form as may from
time to time be required to the Commission and the Ghana Geological Survey
summarising the results of its operations in the Lease Area during that Financial
Year and the records required to be kept by the Company pursuant to Clauses 14,
15, and 16 of this Mining Lease. Each report shall include a description of the
proposed operations for the following year with an estimate of the production
and revenue to be obtained from the operations. Such reports shall be submitted
not later than sixty (60) days after the end of each Financial Year.
d. The Company shall furnish the Minister, the Commission and the Ghana
Geological Survey not later than three (3) months after the expiration or
termination of this Agreement, with a report giving an account of the geology of
the Lease Area including the stratigraphic and structural conditions, together
with a geological map drawn on an approved scale.
e. The Company shall furnish the Minister and the Commission, with a report of the
particulars of any proposed alteration to .its Company's Regulations. The
Company shall also furnish the Minister and the Commission with a report on the
particulars of any fresh issues of shares of its capital stock or borrowings in excess
of an amount equivalent to the Stated Capital of the Company. All such reports
shall be in such form as may be required by the Commission and shall be
submitted not less than twenty-one (21) days (or such lesser period as the
Minister may agree) in advance of any proposed alteration, fresh issue or
borrowing, as the case may be.
f. The Company shall, not later than One hundred and eighty (180) days after the
end of each Financial Year, furnish the Minister and the Commission with a copy
each of its annual financial reports including a balance sheet, profit and loss
account, and all notes pertaining thereto, duly certified by a qualified accountant
who is a member of a recognised professional accounting body. Such certificate
shall not in any way imply acceptance of such reports by the Government or
preclude the Government from auditing the Company's books of account.
g. In accordance with Regulation 3 of L.L 2173, the Company shall furnish the
Commission and the Ghana Revenue Authority with certified copies of refinery
returns not later than thirty (30) days after a shipment of minerals.
h. The Company shall also submit monthly and annual returns and any other reports
as may be required under LI 2173.
i. The Company shall also furnish the Minister, the Commission and the Ghana
Geological Survey with such other reports and information concerning its
operations as they may from time to time reasonably require.
j. The reports required under this Clause are without prejudice to any other reports
that may be required under any applicable laws or regulations.
17. INSPECTION
a. Authorized Officers of the Commission or any person authorised by the Minister
in writing shall be entitled at all reasonable times to enter into and upon any part
of the Lease Area and the Company's registered office to:
i. examine the Mine workings, equipment, buildings, installation and any
other structures used in the mining operation;
ii. inspect the samples which the Company is required to keep in accordance
with the provisions of this Mining Lease;
iii. inspect and check the accuracy of the weights and measures and weighing
and measuring devices, used or kept by the Company;
iv. examine and make abstracts of the books and records kept by the
Company pursuant to this Mining Lease;
v. verify or ensure compliance by the Company with all applicable laws and
regulations and with its obligations under this Mining Lease;
vi. execute any works which the Commission may be entitled to execute in
accordance with the provisions of Act 703,Regulations and this Mining
Lease.
b. The Company shall make reasonable arrangements to facilitate any such work or
inspection, including making available employees of the Company to render
assistance with respect to any such work or inspection. All such works and
inspections shall be recorded by both the Authorized Officer and the Company. In
the case of the Company, such inspection shall be recorded in the reports
submitted each half year.
18. CONFIDENTIAL INFORMATION
a. Any information or material supplied by the Company to the Government
pursuant to the provisions of this Mining Lease shall be treated as confidential by
the Government, its officers and agents and shall not be revealed to third parties
except with the consent of the Company (which consent shall not be
unreasonably withheld) for a period of twelve (12) months with respect to
technical information and thirty-six (36) months with respect to financial
information from the date of submission of such information or upon
termination of this Mining Lease whichever is sooner.
b. Information already in the public domain shall not be treated as confidential
information.
c. Subject to this Clause, records, documents and information furnished or attained
pursuant to this Mining Lease shall be made available for inspection and copy by
the public, on payment of the prescribed fee.
d. The Government and persons authorised by the Government may nevertheless
use any such information received from the Company for the purpose of
preparing and publishing reports or analyses relating to minerals in Ghana and in
connection with any dispute between the parties.
19. FINANCIAL OBLIGATIONS
a. The Company shall pay all fees, charges and penalties as provided under
applicable Laws and Regulations.
b. In accordance with Section 23 of Act 703 the Company shall pay an annual
ground rent to the Office of the Administrator of Stool Lands. Payment of this
amount shall be made yearly in advance, the first year's payment having been
made on or before the issue of this Mining Lease.
c. The Company shall pay an annual mineral right fee in accordance with Section 24
of Act 703 and the applicable provisions of L.l. 2176.
d. In the event of a surrender of any part of the Lease Area pursuant to Clause 25 of
this Mining Lease, no payments shall be refunded in whole or in part for any area
so surrendered for which an annual fee or charge has been paid in advance nor
shall such payments be refunded in the event of termination.
20. ROYALTIES
a. The Company shall pay to the Government royalty as prescribed by law.
b. The Company shall pay royalty to the Government through the Ghana Revenue
Authority in the manner that may be prescribed by law.
c. Any necessary adjustments to the royalty paid in any year shall be made within
thirty (30) days of the end of that Financial Year, except that any over-payment of
royalty shall not be refunded by the Government but shall be credited against
royalty due and payable in the following year.
d. In the event of a dispute with respect to the amount of royalty payable, the
Company shall first make payment of the lower of the disputed amounts and
shall pay immediately any further royalty which shall be agreed upon or
determined by the Ghana Revenue Authority to be payable. Such further royalty
shall carry interest at the prevailing prime rate in Ghana at the time of the
resolution of the dispute or agreement to take effect from the date on which
such amount ought originally to have been paid.
21. LATE PAYMENTS
a. Notwithstanding anything to the contrary the Company shall pay as penalty for
any late payment of any amounts due to the Government under this Mining
Lease, an amount calculated at the prevailing Bank of Ghana prime rate for
every thirty (30) days' period that the amount due remains unpaid.
b. In the event that the Company fails to make payment to the Government of any
amount due under this Mining Lease, the Government without prejudice to any
other rights and remedies to which it may be entitled, may, after giving thirty (30)
days' notice in writing, enter into or upon the Lease Area and seize, distrain and
sell, all or any of the stocks of the minerals produced by the Company, and the
plant and equipment, materials and supplies belonging to the Company; and out
of the monies obtained from the sale in respect of such distress may retain and
pay all of the arrears of any amounts due and the costs and expenses incidental
to any such distress and sale and deliver up the surplus (if any) to the Company.
22. TAXATION
The Company shall pay tax in accordance with the applicable laws of Ghana.
23. FOREIGN EXCHANGE
All foreign exchange transactions by the Company shall be in accordance with the
laws of Ghana.
24. SURRENDER
a. The Company may surrender all its rights in respect of all or any part of the Lease
Area in accordance with Regulation 199 of L.L 2176.
b. The Company shall be relieved of all obligations in respect of the part or parts of
the Lease Area surrendered except those obligations which accrued prior to the
effective date of surrender.
c. The Company shall leave the part of the Lease Area surrendered and everything
in the Lease Area in a safe condition, and shall take all reasonable measures in
accordance with good mining practices to leave the surface of such part of the
Lease Area surrendered, in good and usable condition having regard to
ecological, drainage, reclamation and other environmental requirements. In the
event that the Company fails to do so, the Commission shall make such part and
everything thereon safe at the expense of the Company.
d. The Company shall, on such terms and conditions as may be agreed upon
between the Government and the Company including the payment of
appropriate compensation under applicable laws, be entitled to such wayleaves,
easements or other rights through or across the surrendered part or parts as may
be necessary for its operations and such rights shall not form part or be included
in the calculation of the area of the retained part.
e. The Government may require that there be reserved over any part surrendered
such wayleaves, easements or other rights as will in its opinion be necessary or
convenient to any party to whom the Government may subsequently grant a
prospecting licence or mining lease.
25. EXTENSION OF TERM OF MINING LEASE
Where the Company applies for an extension of the term of the Lease in
accordance with Regulation 189 of L.l. 2176, the Company may be granted an
extension based on justifiable technical and financial reports and upon such terms
and conditions as may be granted by the Minister provided that the Company is
not in default in the performance of any of its obligations under this Lease or any
laws at the time of the application.
26. TERMINATION OF AGREEMENT BY COMPANY
The Company may, if in its considered opinion the Mine can no longer be
economically worked or for other stated reasons terminate this Mining Lease by
giving not less than nine (9) months' notice to the Government. Such termination
shall be without prejudice to any obligation or liability incurred by the Company
under this Mining Lease prior to the effective date of such termination.
27. TERMINATION OF AGREEMENT BY GOVERNMENT
a. The Government may terminate this Mining Lease where the Company:
i. fails to make any payments as required under this Mining Lease or under
any law by the due date;
ii. fails to conduct its operations in accordance with the programme of
mining operations as contained in the feasibility report submitted for
obtaining this Mining Lease;
iii. is or becomes insolvent or bankrupt or enters into any agreement or
scheme of composition with its creditors or takes advantage of any law for
the benefit of debtors or goes into liquidation, whether compulsory or
voluntary, except for the purposes of reconstruction or amalgamation;
iv. knowingly submits any false statement or gives false information to the
Government in connection with its operations;
v. fails to submit reports on its operations for more than ninety (90) days
after the reports are due;
vi. contravenes or fails to comply with any other provisions of this Mining
Lease.
b. The procedure provided in Regulation 200 of L.l. 2176 shall be applicable where
any of the events stated in paragraph (a) occurs.
c. Upon termination of this Mining Lease by the Government, every right of the
Company under this Lease shall cease (save as specifically otherwise provided in
this Lease) but subject nevertheless and without prejudice to any obligation or
liability imposed or incurred under this Lease or applicable law prior to the
effective date of termination and to such rights as the Government may have
under the law.
d. No delay, omission or course of dealing with the Company by the Government
shall impair any of its rights under this Mining Lease or be construed to be an
acquiescence or a waiver of the right of the Government to terminate this Lease.
28. ASSETS ON TERMINATION OR EXPIRATION
a. The Company shall within six (6) months of the termination of the Mining Lease
remove the mining plant provided that the mining plant shall be removed solely
for the purpose of use by the Company or a person deriving title through the
Company, in another relevant mining activity in the Country.
b. Where the Company fails to remove the plant after the expiration of the period
specified in paragraph (a), the Minister shall give the Company two (2) months'
notice to do so. Where the Company fails to remove the mining plant after the
expiration of the period specified in the Minister's notice, the mining plant shall
vest in the Republic without further notice.
c. No provision in this Mining Lease removes or diminishes an obligation that the
Company may have under Act 703 or an applicable law or a condition of this
Mining Lease to remove a mining plant and rehabilitate the land.
d. Notwithstanding the foregoing, the Minister, may by notice to the Company
require the removal or destruction of any assets of the Company in the Leased
Area, and where the Company does not remove or destroy such assets within a
period of thirty (30) days from the date of the Minister's notice to that effect, the
Minister shall cause such removal or destruction at the expense of the Company
and the Minister shall apply appropriate penalties.
e. The Company shall take all reasonable measures to ensure that any asset to be
transferred to the Government in accordance with this paragraph shall be
maintained in substantially the same condition in which they were at the date of
the termination or the date on which the Company reasonably knew that such
termination would occur and any such assets shall not be disposed of, dismantled
or destroyed except as specifically provided for in this paragraph.
29. COMPANY'S OBLIGATIONS ON TERMINATION
a. Upon the termination or expiration of this Mining Lease, the Company shall leave
the Lease Area and everything in the area in good condition, having regard to
ecological, drainage, reclamation, environmental protection, and health and
safety requirements. In this connection, the Company shall fill up or fence and
make safe all holes and excavations in accordance with good mining practices
and to the reasonable satisfaction of the Commission.
b. The Company shall take all reasonable measures to leave the surface of the Lease
Area in usable condition and to restore all structures not the property of the
Company to their original condition. In the event that the Company fails to do so,
the Minister shall restore and make safe the Lease Area and restore all affected
structures at the expense of the Company and the Minister shall apply the
appropriate penalties.
c. The Company shall have the right to enter upon the Lease Area for the above-
mentioned purposes, subject to the rights of surface owners or others, for a
period of six (6) months from the effective date of the termination or such longer
period as the Minister may determine.
d. On the termination of this Agreement, the Company shall deliver to the Minister
the records which the Company is obliged to maintain under Act 703, this Mining
Lease and any other laws and regulations, the plans and maps of the area
covered by the mining lease, and other documents, including in electronic
format, that relate to the Lease Area.
30. FORCE MAJEURE
a. Failure on the part of the Company to comply with any of the terms and
conditions of this Mining Lease (except the obligations to make payment of
monies to the Government) shall not be grounds for cancellation or give the
Government any claim for damages in so far as such failure arises from force
majeure, the Company having taken all appropriate precautions due care and
reasonable alternative measures with the objective of avoiding such failure and
of carrying out its obligations hereunder. The Company shall take all reasonable
measures to remove such inability to fulfil the obligations under this Mining
Lease with the minimum of delay.
b. For the purpose of this clause, force majeure includes acts of God, war,
insurrection, riots, earthquakes, storm, flood, fire or other adverse weather
conditions or any other event which the Company could not reasonably be
expected to prevent or control, but shall not include any event caused by a
failure to observe good mining practices or by the negligence of the Company or
any of its employees or contractors.
c. The Company shall notify the Minister within forty-eight (48) hours of any event
of force majeure affecting its ability to fulfil the conditions of this Lease or of any
events, which may endanger the natural resources or the ecosystem of Ghana
and similarly notify the Government of the restoration of normal conditions
within forty-eight (48) hours of such restoration. This provision shall be in
addition to any requirements contained in the mining regulations.
d. The Term of this Mining Lease may be extended for a period of time equal to the
period or periods during which the Company was affected by conditions set forth
in the paragraphs (a) and (b) of this clause or for such period as may be agreed by
the parties.
31. ADVERTISEMENTS, PROSPECTUSES, ETC.
Neither the Company nor any affiliated Company shall in any manner claim or
suggest, whether expressly or by implication that the Government or any agency or
official of the Government, has expressed any opinion with respect to any mineral in
the Lease Area and no statement to this effect shall be included in or endorsed on
any prospectus, notice, circular, advertisement, press release or similar document
issued by the Company or any affiliated Company for the purpose of raising capital.
32. CO-OPERATION OF THE PARTIES
Each of the parties undertake that it will from time to time do all such acts and
make, enter into, execute, acknowledge and deliver at the request of the other
party, such supplemental or additional instruments, documents, agreements,
consents, information or otherwise as may be reasonably required for the purpose
of implementing or further assuring the rights and obligations of the other party
under this Mining Lease.
33. NOTICE
Any application, notice, consent, approval, direction, instruction or waiver shall be in
writing and shall be delivered by hand or by registered mail. Delivery by hand shall
be deemed to be effective from the time of delivery and delivery by registered mail
shall be deemed to be effective from such time as it would in the ordinary course of
registered mail be delivered to the addressee.
34. ARBITRATION AND SETTLEMENT OF DISPUTES
a. Any dispute between the parties in respect of the interpretation or enforcement
of the provisions of this document shall be settled in accordance with the
Alternative Dispute Resolution Act, 2010 (Act 798). Notwithstanding paragraph
(a), the parties may by mutual agreement, submit any dispute for settlement by
arbitration under the Arbitration Rules of the United Nations Commission on
International Trade Law ("UNCITRAL Rules").
b. Any arbitration under the UNCITRAL Rules shall be by three (3) arbitrators unless
the parties agree to a single arbitrator. The place of arbitration shall be Accra,
Ghana and the proceedings shall be in English. Ghana Law shall be the law
applicable to the proceedings.
c. No provision of this Clause shall prevent either of the parties from requesting any
judicial authority to order provisional measures prior to the initiation of
arbitration proceedings or during the proceedings for the preservation of their
respective rights.
35. ASSIGNMENT, MORTGAGE, ETC.
a. The Company shall not transfer, assign, or mortgage an interest in the Mining
Lease, or enter into a joint venture agreement in respect of the Mining Lease, or
deal in the Mining Lease in any manner without the prior written consent of the
Minister.
b. The Minister may impose such conditions as he deems fit when giving such
consent.
c. No assignment of the Mining Lease shall relieve the Company of its obligations
under this Mining Lease except to the extent that those obligations are actually
assumed by the Assignee.
d. During the term of this Mining Lease, no shares of the capital stock of the
Company may be transferred except in accordance with Act 703 and applicable
laws.
36. EXPORTATION, SALE AND DISPOSAL OF MINERALS
a. The Company shall not export, sell or dispose of the mineral the subject of this
Mining Lease without a licence to export, sell or dispose of the mineral granted
by the Minister.
b. An application for a licence to export, sell or dispose of the mineral shall be made
in accordance with Regulation 3 of the Minerals and Mining (General)
Regulations, 2012 (L.I. 2173).
37. OFFENCES
The provisions relating to offences under Act 703 are applicable to this Mining
Lease. For the avoidance of doubt, where the contravention of a provision of this
Mining Lease constitutes an offence under Act 703 or the applicable Regulations
the provisions of Act 703 shall apply.
38. HEADINGS
The headings given to Clauses in this Agreement are for convenience only and shall
not affect the construction or interpretation of this document.
39. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
Ghana.
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THIS IS THE PLAN I REFERRED TO
I
IN THE ANNEXED MINING LEASE AGREEMENT
DATED THIS )) DAY OF M A- 201 6
THE SCHEDULE ABOVE REFERRED TO:
All that piece or parcel of land containing an approximate area of 9.24km2
lying to the North of Latitudes 6° 53' 30"N, 6° 53' 15"N and 6° 53' 00"N; and
to the South of Latitudes 6° 54' 15"N, 6° 54' 00"N, 6° 53' 45"N and 6° 53'
30"N; and to the West of Longitudes 2° 10' 15"W, 2° 13' 45"W, 2° 13'
30"W, 2° 13' 15"W, 2° 13' 00"W, 2° 12' 30"W, 2° 12' 15"W and 2° 12' 00"W;
and to the East of Longitudes 2° 15' 00"W, 2° 14' 30"W, 2° 13' 45"W, 2° 13'
30"W, 2° 13' 15"W and 2° 13' 00"W; in the Ahafo Ano North District of the
Ashanti Region of the Republic of Ghana which piece or parcel of land is
more particularly delineated on the plan annexed hereto for the purposes
of identification and not of limitation.
IN WITNESS of which the Parties have respectively executed the original and
counterparts of this Mining Lease on the date first above written.
SIGNED, SEALED AND DELIVERED
ON BEHALF OF THE REPUBLIC OF GHANA:
By NII OSAH MILLS, Minister for Lands and
Natural Resources, for and on behalf of the
Government of Ghana who by his execution
warrants to the other party that he is duly
authorised and empowered to enter into this
Agreement. IER
OF LANDS
AN RESUURCES
IN THE PRESENCE OF:
AMDS.
SIGNERS RED:.....
By nl IIIM---
Managing Director of MICROSTAR MINES & MINERALS LIMITED
who by his execution warrants to the other party that he i
duly authorized and empo
IN THE PRESENCE OF:
a=v12D35
yo/)(D
DIRECTOR/SECRETARY
OATH OF PROOF
of Minerals Commission MAKE OATH and SAY that on
the day of .A...................2016, I was present and saw NII OSAH
MILLS, the Minister of Lands and Natural Resources duly execute the Instrument now
produced to me and Masked "A" and thathesaid NII OSAH MILLS can read and write.
Sworn at Accra this..... day of c) \U---- 2016
Before Me
• 9,’*
COURT GHANA
On the.n
M"clock in the
. noon this Instrument was proved before me by the Oath of the
within-named S5s.......Rana.......to have been duly executed by the
within-named NII OSAH MILLS
Dated this day of 2016
GOVERNMENT OF THE REPUBLIC OF GHANA
5
mi w AND
2
E1
E
C EMICROSTAR MINES & MINERALS LIMITED
MINING LEASE
TERM : TEN (10) YEARS
COMMENCEMENT : 1 | / os I 301 6
EXPIRY DATE : [0 ( o/ a-09-6
FILE NO : RL.6/132
SOLICITOR RT OF GHANA
p. O. BOX
. MAAMPRCBI-ACCRA
TEL: 0264 .1 04