Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698834921721.pdf (Sierra Leone)
,IOINT VENTT]RE A(;REE,MF,NT PENINSULA CITY A FLA(;StllP'l-()trlllsM ('lt'Y .r()tN'l vItN t'tIRE A(; REI,lt\,t EN T (;OvI,]RNMBNT ()F TIIE RT]PTIBLIC oI' SIERRA LT],ONE PIiNINSI]I,A (;ROI IP LIMI-I'EI) PENINSI )I,A CITY I,IMI'I'EI) FOR A FLA(;SIIIP T()TIRISM ('I'TY "PENINSUI-A CITY" ( onttnls Parties.
Rccitals... Dclinitions inrd Intcrprelat ion .... Ihc Joirrt Venlrrre and its Airns.............. .. Comrncncenrenl I)atc .... Parlianrcntar y Itatilieat ion Initial Steps Vacanl l1'sscssion ol tlrc Silc............. Planrrng Approval and tluiltling l'emrissions .... (ilnstruction.

Iinrplol,rnent and l'.xport ol'(ioods produced lriscal Inct'ntives l'enirrsula I Iighway........... liacilitation ol' l)rovisiotr ol Inliastruclure l.icerrsing antl Assignrncnt ol'thc lnlellectual Property Rights ol-PGl.
in the l)r<rject.......... Firrancirrg ol P('l- .

Lcasc arrd Freehold ofthe Site (irant of I ease................. lixtension ol' l.ease .......... [;orli'iture ol l,ease .......... ('onr crsion kr l;rcehold ... SlrarcholdinHs rrnd ('orporate (iovernance ol l'f'1.

.............. lnitial Steps................ l)irectors irntl M:rrratrlcment ...... l|oard 11""1;n*.

.

('hiel-l xecutivc Managcmcnt ('rrnrnrittee ...... Sharcholders Mcetings .... []usiness l'larr... Accorrnting.......
Reserved Mat1ers.............

I)ivirlends l(elationship betwcen Articlcs ol'Association and this Agreenrent ... ('onrlrrct ol' I'arlics in govcrning P('1.

............... Oplion ol (ioSI- to purchasc llrther shares in I,('1.......... 4 .......4 .......6 l3 .. l3 .. t1 ..14 t4 .... l5 .... l6 l7 l7 t7 l7 l8 l9 l9 l9 20 2t 2t .21 22 23 24 24 24 25 26 26 27 28 28 29 29 2 Other ()hligations ()l l)artics,...... ( ieneral Obligatiotts ol'lhc l'arties .............. ( )trligitiorrs r'l I'('1.
t )hligations ol'( irrSl Iirrrrisrn.

l'r()leclrr)n ol' tlrc Site... ( ireerr ltclt l.antl .

I ar lirec /ont' ( )hligatiorrs of P( il.

llxccutive l)er eloper ... Brcach of lhis Agrecnrcnl.... Duralirrrr anrl I crminatiorr..... ........

I)ural iorr..... lix tcnsion ol I)uration Iernnnati,)n hv ( irrS L l crnrinalion by l'{ il-.

I'ernrination hy either l'(il .


or (ioSl... No 1igl1 ft) lcrnlinate lirr hrcach per sr ol'this Agrecment [)rsprrtc Rcsolrrtion Me( hanisnl Mcel r ngs oI senior rcl)rcscnlat iv('s .

.... ..... Mcdirrliorr.

Valrration Rcsoluliorr Mccharrisnr hrvcslnrent ;rnd Critical Milestonc Mechanisnr Sharc Sale Mce harrism I akeovcr h1 (ioSl.
.... 'rVintling IIp or Adrninistration ol l'C'1........... Arhitration... IUiscellaneous Diree t lnvestntent ol'l.lS$20milliorl rtr nlrrc Stahilisatron Nirlule ol Agreenrcnl ........ Noliccs arrd Service.............. (iiving I:ll'et t lo this Agrecntcnt ................. Ilcvicu' rrl lhis Agrcenrent ....... ( iovt'rrrirrg I arr.

..... ..... .
..... ..... .

....... .10 .10 .31 .32 12 32 12 33 J-t 33 .35 36 36 36 -tt 38 38 l8 .18 39 ..39 ..39 ..40 40 ..42 43 44 45 45 .45 ..46 46 ...47 48 ...48 1 lhc tlat ol .2023 l';t t'l ies (n ) 'I'he (iovernnrenl of lhe Repuhlic of Sicrra l,cone ("GoSl,") rcprescntccl by lhe Ministry of 'fourism nnd ('ullurel Affairs ("MT('A") ol'28R King I larrnan Road.

Irrt:elorvn.

l{cpublic of Sicrra l,conc.

(lt) l'cninsuh (Jroup Limitcd (..l'(,;t,"), c(nnpany nurnher l9-18455.
whose rcgistcred ollicc rs lriderrt ('harnhers.

l'O llox l4(r. Wickhanrs ( av l. Road lourt.

lirrtola.

[]rilish Virgin lslrrntls.

a c(,lnpany incorporated undcr thc laws ol'the []rilish Virgin lslarrds.

((') Pcninsule ('ilv l,imiled ('P('1,"), contpany nurnber Sl,l:0809l7PliNlNl70l()91. ol'I Lakka llcaclr Roarl, ( iodcrich.

Iircctrwn.

Rcpublic ol' Sierra Leone.

a company ilr('oll)r |rfllcd urrder lhe laws ol'the Repuhlic ol'Sierra Lcone.
("the I'arlies" ) llerilals Wherens lhc I'arlics are desirous of cnhancing thc gcneration of inveslmcnt and revenuc in Sicrra Ieonc lionr local antl intenrational sources as applied to the sector of'lourisnr.

and therehy conlribrtting to lhc diversilication oflhe economy; Wherees thc I'artics arc dcsirous ol- stimulating and nurtuling 'lilurisnr<rriented enterprrse crcaliorr in Sierra l.eonc.
rvith the obiective ol'creating widespread cmploynrcnl and financial arlvarrccnrerrt lirr \1"rro l.eoncans: Wherens thc l'nrlics arc dcsirrrrrs ol atlding value in-counlry to Sierra l,conc's vast heritage ol nirtural resorrrcrs.

inclurling.

through the advancenrenl lirurisrn, opening up to the broader uorltl the rnarriloltl bcarrtics trl'thc ualiorr's bcaches.

mountains and landscapes: Whercrs the I'arlics arc tlcsirous ol providing employmenl.
on-the-job training and alTordable aecotnnrodal iorr lirr Sicrra I coneans.

particularly those who are in possession.

through the conslruetion.

ol)errtion irrrd nrainlenance ol'a new 'l ourism ('ity: 4 \\/hereas.

to thc ahove ell'ccl.

on 24 .lurre 2021 a tracl of 355.828 acres of State Land at Big Water al()ng thc Wcstcrn Area I'eninsttla was duly and propcrly registered on behalf of (krSL by the I)irector.

Survevs antl I.attds l)ivision.

Minislry of' Lands.
Minislry of' Lands.

Ilousing and Country Plarrning unrlcr thc lrcatling 'Slalc l..rr1(l .t.qttir.
'd h.t lhe ( irtt'crnmenl o/ Sierru l.eone ntnt' olloculttl l(, thr i'!i,1i.\ttv tl 'l'ourism und ('ullurul Af.fuirs totd leused to l'eninsulu ('il1' Linrittd 'as shown at Schcdult' | ("lhe Site"): Wherens it is the intention ol the l'arties to tlcvekrp lhe Site as a llagship new, stnart lourism citv lirr Sierra l,eorrc antl ils people in accordancc with thc development criteria scl out al Sclrerluk' 2 ("thc I\{nsler I'lan"): 1\'herers it has hecn agrccd l,y thc l)artics thal they will enter into a Joint Venture ("the JV") lirr thc tleveloprnent ol'thc Srtc in lurtherance ol'the aforesaid recitals ("the Peninsula City Projccl"); Wherens (ioSL and l'(il- have determined lhal the best and most elficient way of inrplcrrcnting the .lV is to set up a single-purpose companv.
regislered in Sierra l,eone.

being Pcninsula Ciry l,inrited ("PCl,") with (krSl.

and l'(il.

having shitres in it: Wherees (ioSl has agrcetl, irr rcturn tlr its equity stakc in ['('1,.

to lease the Sile to P('l- lbr an agrecd rent ("the l,easc") and lrl takc all rrecessary sleps to establish vacant possession of thc Site lbr l'Cl : Wherers l)(il.
shall bc res;xrrrsihlc lirr rarsing lhe necessary rnonies lo develop the Site in accordarrce rvitlr thc ltcninsul:r ('ity l)r<rjcct including providing linancial investnrent into P('L; Wherees it is also ilnlicipalcd and expected thal I)Cl, ilself will raise monies through debt firtancing anrl llrrough entcring into conlracts with third parties lo part fund the construclion of ccrtain anrenitics in the l'enilrsula ( ity l'roject: Wherens the l'artics arc desrrrus that the developnrcnt ol'lhe Site is harmonious in that in fullilling the Pcninsula City l'rojcct it is envinrnnrentally sensitive and mindful.
while being respecllirl ol'the inhabitants within thc llig Water community.

including the provisiotr ol' sustainable housing.

enrploynrcnt and other scrvices lirr Ilig Water village: Wherees h1 a letter signed hy tlrc eldcrs.

s(akelrolders and conrmunity leaders of Big Water.

Black .krhnson and York villagcs.

sltrrvn at Schcdule 6, the inhabitants of the rcgion have exprcssed their supgrrt ()l the l,eninsula ('ity lrmiecl and thc lcasing ofthe Sitc to P('1.
; Whereas lhe l)artics intend that this lrc a long ternl prolcct and that the principal return lo inveslors will he b1' way ol'annual dividend paynrents liorn profit made by PCL rather than a sale ol thc ,ler clopt'd Sitc: Whercas (ioSL rccognises thal in ordt'r for investment to tre lnade into PCL fiom I'GL.

l'Cl.

lnust hc slnlclrrrcd lo hc a prttlitahle cornpany; Where as lt( il .

has cornmissiorrt'rl.

at its ()wn cosl.


a Feasibility Study from W Hospitality ( imup (London and l,agos) and a Financial Perl'ormance Analysis lionr Moore Slephens ( |reelown) to tlelcrrninc the viability ol'Peninsula City: Whcrees (ioS[.

rct ognises that irr atldition to receiving dividend relurns as a stakeholder in lhe Peninsula City Prtrjcct.

(ioSl.
(ioSl.

will benelit liorn lhe generation of tax receipts-both directly an<l arising fnrm the enlcrprises facilitated and stimulated by Peninsula City -and the inflow of foreign rcvenues t(!

Sierra l,eone through louristn; Whercus tlre intention is that this Agreement.

incorporating tlre Lease.

shall be approved by (krSL antl then ratilied h1' Parlianrent: Wherens in ordcr to aclrieve thc ahrve aims.
the Parties have agreed to enter into this Agrcenrent: ll is hercbv agrce(l hcluccn (hc Parlies: I)clirr il ions an(l Inlcrl)r'claliort Irr this Agreerncnl.

unlcss the context otherwise requires.

the lbllowing expressions havc the lbllowing meanings.

Added I)er e loprnenl Valrre The increase in thc value of the Site that P(iI.. ils officers.

servants or ag,ents (including (ieoffrey Simon) or PCL havc added to the Site by lheir acts and input which will s{lve any developer of the Site time.

money.
money.

labour.

efl'ort and risk.

Agrcenrcnl Mcans this agreement which is contractually AA l(: les rrf Assot ial iort 'l'he articlcs ol'association of PCL binding on lhe Parties.

6 Ilusincss Day Any day olher than a Saturday, Sunday or publio Cenificate of Vacant I'osscssiorr holiday in Sierra Leone.

A certificale issuet'l in accordance with C'lauses 9- l0 wherebl' (ioSL confirrns that I'('L has the right to Vacant Possession of the Sile.
('hinese l'islr Halbour An industrial, Chinese-funded facility potentially to be installed to the southwest ol'the Sitc.

Conrmurritl Centre A nreeting place frrr the occupants of llig Water and for thc inhabitants of the comrnunities in and around thc Site, to be built by PCt.

facing the hridgc over Whale River on the Peninsula llighway.
Conrmerrccrnelrl [)alc I hc dale thal this Agreemenl is executed ('ritrcal Milcstones I)isposal l'hc nrileskrnes sel out in lhe Master Plan that are designaled as crilical milestones thal if not reachcd.

(ioSL or I'GL may invoke the Investment anrl ( riticirl Milestones Mcchanism.

I'he sale.

transfer, assignment or alienation, whcther in whole or part, of the equitable or legal litle ol' land or property.
Disnute l{esolution Mech:rnisnr Ihe rnechanisnr set out at ('lauses 130 kr I I l. Fff'ectivt' Slart [)ate l'he dale whereby PCI.

can realistically start to build on and develop lhe Site, deemed lo he the latest of the lirllowing three dates: ( I ) Ratification of the .lV by Parliament; (2) The grant of the Certificate of Vacant Possession to P( '1,: (3) I he opening ofthe Peninsula llighway.
1 Eligible to Votc A director who has no conflict betweett the interests ol' PCL and lris own personal (whether direct or indirect) interesls in a resolution or arrangement being proposed in a board meeting.

For the avoidance oldoubt.


no PGL Director shall be deenred to have a conflict of inlerest merely because he is a shareholder or otherwise interested in PGL and no GoSL Director shall be deemed to have a conflict of interesl merely because he is a govemmental minister, representative or otlrerwise employed by or connecled with GoSL.

Encrrmbrance Any mortgage, charge (fixed or floating).
pledge, lien, guarantee, trust, right of sel-off or other third party rights or intelest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind or any other arrangement having similar elfect.

The environmental guidelines set out at Schedule 5 that shall be taken into account of and consideration by PCL when developing the Site.
Environnrental ( iuidelines Ilxecutive I )eveloper A qualificd, brand-narne developer engaged to Expert build out all or part ofthe Peninsula City Project as sel out in Clauses 108 to I | 2.

An accountant who is a member of the Institute of Clharlered Accounlants in England and Wales (ICAEW) who is independent of the Parties, has no connection with the Parties and has suflicient expertise to be able to provide valuations of the type required in this Agreement.
F air Value I'he method of valuation sel out in Clause I 49.

8 Fcasibilitl,Studv Ihe feasibility study canied oul by W Hospitality Financial Pcrf'or rrrant c Analysrs Group in Seplember 2017, of which an executive surnmary is at Annexe 2 lo this Agreement.

fhe financial analysis carried out by Moore Slephens in May 2019, of which an executive summary is at Annexe 3 10 this Agreement.

Financial Ycar The financial year of PCL as determined in accordance with Clause 41.3.
Fiscal Incentivc Schedule The schedule of fiscal incentives at Schedule 8 GGt)O GoSL GoSL Director (irccn Bclt Lanrl offered ro PCt.

by GoSL.

Government (iold and Diamond Office.

fhe (iovernmenl ol'Sierra Leone.

A director appointed by (ioSL Land adjacent to the Site protecled by GoSL as set oul in Cllauses 103- 105.

IJantlback ( on<lition A Condition whereby this Agreement is nullified, set out in Clauses I 13 to I 14.
Intel lectual Property Rights Patents, patent applications, copyright, registered Investmenl Schedule designs, unregistered designs, trademarks or applications thereto, confidential information, know how or other similar rights held by PGL.

The schedule at Schedule 3 attached to this Agreemenl which sets out the sums that it is expected that PGL will invest into PCL and which ifnol done.

entitles GoSL to invoke the lnvestment and ('ritical Milestones Mechanism.
9 Inveslmenl and (lritical Milesklne Mechanism Lcasc I,CIA '[he mechanism at Clause l4l which GoSL may invoke if (i) PGL does not make the payments set out in the Inveslmenl Schedule by the dates slipulated or (ii) P('L does not achieve the Critical Milestones.

'Ihe lease by CioSL to P('L of the Site, included as Annexe I lo this Agreenrent.

London Court of Intemational Arbitration L<lcal Contcnt Acl The Local Clontent Agency Act 2016, referred to at MAITFS Map Schcdrrle Master Plan Clause 97.
Ministry of Agriculture, l;orestry and Food Security.

The map ofthe Site at Schedule I 'I'he masler plan for the Peninsula City Project as set out in Schedule 2.

MDAs Sierra Leone Ministries including MAFFS, MEST, MLST- MI; MI-A MI(' MI,ItCP MMMR MPIiI) M'I('A IUT'I MIT.

MFA.

MIC.

M.I.

MLHCP.

MMMR.

MPED.

M'ICA.

Mll and any other Minislries Departments or Agencies of GoSL.

Ministry of Education.

Science and Technology.

Ministry of Finance.

Ministry ol' Foreign Aflairs.


Ministry of Information and Communicalions.

Ministry of Lands.

llousing and Country PIanning.

Ministry of Mines and Mineral Resources.

Ministry of Planning and Econonric Development.

Minislrv ol'Tourisnr and Cultural Af fairs Ministry ol'Trade and Induslry.

l0 NTII 'Ihe National Tourist Roard of Sierra Leone, an agency o,' MTCA which has the authority to identify an area as a Tourism Development Area.
PCL Ainrs The aims set out in Clause 4 for which PCL has been sel up by the Partics lo achieve.

Pcninsula (-ity I'rolect The flagship Tourism project for the Site, as set out substantially in the Masler Plan at Schedule 2.

Peninsula Highway A new road running down lhe coast from Freetown Peninsula Tourism llospitality 'Iraining Facility PC('AB to the Sile which is duc to be cornpleled in 2022 and which will reduce lravel timc from Frectown to the Site to about 35 nrinutes.

A school for hotel, reslaurant.


catering and enterlairunent management within the Tourism Sector, togelher with hospitality marketing.

logistics and accounting.

An advisory board called the Peninsula City Comnrunity Advisory Board that shall comprise representatives liom local villages in and around the Site.

and from PCL.

PGL and GoSL.

I)GI Dircctor A director appointed by PGL.

Rescrve(l Mattcrs The malters on rvhich the Shareholders must vote in accordance with Clauses 74 lo 76.
Shareholders GoSt, and PGl,.

Share Sale Mechanism Site The mechanism for the compulsory sale of the shares of PGL in PCL as set out in Clauses 143- 150.

The subject land area of this Agreement: 355.828 acres on the coastline south of Freetown in the Westem Area Peninsula whose boundaries are delineated in the Map Schedule.

il SI,II,PA Sierra l,eone Investment and Export Promotion Agency.
Social Inrpact (iuidelines The social impact and local community guidelines TI)A tJ rilil ies sel out al Schedule 4 which are intended to ensure that the needs of the local communily are properly taken inlo consideration when developing the Site.

-fourism Developmcnt Area within the meaning of s.40 'l'ourism Act 1990.

I:lectricity, waler.

wasle water treatment and the ability of buildings lct access the Intemet.
Vacant Possession 'fhe Site and every part of it free and clear of any claims, rights and []ncurnbrances, whether by or in the nanre of natural or legal persons.

community associations.

local govemment, national govenrment or intemational governmenl so that PCI- may develop the Site in accordance with the Master Plan without any form of actual or legal hindrance or impedimenl and as lirrther clarified in Clauses 9 to 10.
Vacation Possession Schedule The steps thal GoSL must take in Schedule 7 to facilitate the grant of Vacant Possession to PC1,.

Valuation Resolution Mechanism ['he nrechanisnr sel out at Clauses 134 to 140.

In this Agreement.

unless the context otherwise requires, any ref'erence to: 2.1.

"writing" or any cognate expression is a reference to any communication el'fected by post.
email, facsimile transmission or similar means; 2.2. a Cllause is a reference to a Clause of this Agreement and, unless otherwise indicated, includes all the sub-clauses oflhat clause; and 2.7. a Schedule is a reference to a Schedule to this Agreement, and a reference lo this Agrcement includes each Schedule.

t2 'l'he .loilrl \/crrlure antl its Ailrrs l GoSl.


antl PGI- shall use and promote PCL as the exclusive company 3.1. to rlevelop the Silc; 3.2. to realise the Peninsula City Project; in accordance with the P('L Aims.

4 Tlre l'Cl.

Aims are m follows: 4.1.

'lb develop the Site substantially in accordance with the Master Plan as set out at Schedule 2. which takes proper account ofand pays heed to 4.I .l .

the I'lnvironmental Guidelinest 4.

I .2. the Social lmpact Guidelines.

4.2.


PCL to be a prolitable undertaking for the Shareholders.

( lolnlnenrenrenl Date I'his Agreemenl shall be legally binding upon the Parties from the Commencement Date.

I'a rliarn enta ry [tal ifi cation 6 1 GoSl.

shall use ils best endeavours to ensure that this Agreement (or a modified version) is ratified hy thc Parliamcnt of Sierra Leone in a timely manner.
If this Agreement (or its modifications as agreed above) is not ratified by the Parliament ol'Sierra l,eone within two (2) years of the Commencement Date, then 7.1. l'he Partics shall he released and discharged from their obligations under this Agreemenl: 7.:.

lhe Intellectual l'roperty Rights in the Peninsula City Project shall remain vcsted in P( i l-.

t3 lrrilialStells It Upon exccution of this Agrecment.
the Parties shall lake the following sleps in a linrely and expedilious nranner in order that PCL may slart development of the Site in acconlance with thc P('1.

Aims.

Vacanl Pnssession of lhc Silc 9 GoSL shall with the assistance of MI'CA, MLI{CP and other MDAs, grant Vacant Possession of the Site to l'Cl- in timely fashion using the following procedures: 9.1. in the event lhat all or any part of the Site is private land.
compulsorily purchase said private land pursuanl to Section 2l ol'the Constitution of Srena Lconc l99l : an<l 9.2.

('onsistent with Clause 10.

GoSL shall provide a Certificale of Vacanl Possession to PCl, confirming the same.

t0 For lhe avoidance ol' doubt.


and by reason of the intended phased and zonal developnrcnl ol the Site over a substantial period of time, particularly but nol exclusivcly in relation to the occupants of Big Water, the Parties recognise that it may nol be appropriate lo clear part or all of'the Site, or to relocate village occupanls and provide them with rehotrsing, unlil a substantial period has lapsed.
Accordingly, the tenn Vacant Possession does nol mean that the Site necessarily has no slructures or buildings on it or persons resident on or occupying it but rather that P('L has the right in a nranner that it sees fit, and at a time it considers appropriate (taking accounl of the Social lmpacl Guidelines and Environmental Guidelines), to compel whether acting through itsell, the NTB or other MDAs the removal of buildings and structures on lhe Site and the relocation of persons resident or in occupation on the Site.
ln order t() implement and facilitate the grant of Vacant Possession, GoSL with the hclp of all MDAs shall.

after the Effective Date, take all the steps set out in the Vacant l)ossession Schedule, Schedule 7. in a timely manner.

12 In order further to implemenl and facilitate the grant of Vacant Possession: 17.1.
PGL shall subsidise CoSL with the costs of any compulsory acquisition by GoSL of lcgal title to parcels of land on the Site in strict adherence to l4 existing statutes, practices and paymenl rates.

'fhe subsidy shall apply only to land legally titlcd prior to 8 June 2021 at rates then enlbrceable.

12.2.

P(iL shall pay the costs of any demolition of structures on the Site in accordance with this Agreenrent at Clauses 9 to I I and Schedule 7.
12.3. lhc above payments shall be taken inlo account when determining whether P(lL has cornplied with the Social Impact Obligations and Guidelines and thc Environrnental Guidelines as set out in this Agreement and its Schedules.

12 4.

I he rehousing of the occupants ol'Big Water shall lollow the procedures set oul in this Agrecrnenl at C'lause 99.

1he obligations of Cllause 99 shall only apply to occupanls who have been residenl in Big Water since prior to April 20I 8. or since birth.

12.5.
12.5.

Srrlrclauses l2.l and 12.2 above shall not apply to Clause I of Schedule 7 of this Agreenrent.

t3 GoSL indcmnities and holds harmless PCI- against any claims (whether of a legal nature or otherwise) to any part of the Site by any third party including bul not Iinritcd to: l3.I .
any freehold, leasehold, tenancy or other claims to any part ofthe land of the Site; 13.2. claims to possession of any part of the land of the Site arising from longstandin g occrrpancy: 13.3. an1, other claims to rights over, on or below the Site including but not limited kr mining rights.

lhrnring or fishing rights, rights of tillage, rights to waste extraction, rights of way, easements and wayleaves; 13.4. claims baserl on a third party being the beneficiary ofan Encumbrance over any part of the Site.
l'lanning ADp r'oval and llrtiklins l'ernr issions t4 1'his Agreemenl confers upon PCt.

the right to proceed with the development of the Site in its entircty in accordance with the development options set out in the Master Plan at Schedule 2, suhject to lhe Environmental Guidelines and Social Impact Guidclincs.

t5 15.

F'or the avoidarrce of doubt, the Parties agree lhat this Agreement embodies the granling ()f planning permission to PCI.
by CoSL to proceed at its sole discretion with the planning, design and development of the Site as set out in clause 14 and thc Master Plan at Schedrrle 2.

16.

GoSl shall procurc in a manuer that is legal and has due and proper regard for the larvs of Sierra Leone, that all building permits.
opcralional licences, import and export clearances and any and all olher forms of govemmental authorisations required lirr PC'1, 16.1. lo achicve the PCI- Airnsl and 16.2. to realise thc Peninsula city Project in accordance with the Master Plan; arc grantctl and issued inrmediately upon applicalion by PCL, without hindrance.

('onstrucliorr .

Inrrrlot'ntcnt and E,x Dort of G00ds nroduced l'1.

GoSl.
GoSl.

sha take all necessary steps provided such are consistent with the Sierra Leone Local Contenl Agcncy Act 2016 I7.t.

kr allow P('1, to import directly all materials necessary for the clearance of the Site.

thc preparation of the Site for construction.

the construction of buildings and the realisation of the PCL Aims in circumstances where local companies, firms.

persons.
persons.

intermediaries or agencies do not possess the slillsets or experience to efficiently handle such imports; 172 to allow P(-'l- and any subsidiary companies of PCl,.

and insofar as it extends be)'ond lourism.

such 10 be subject to applicable laws.

to export from Sicna Leone any goods produced by companies, firms or persons Iocated within the Site with no requirement to export through any third party local company.

lirm, person, intermediary or agcncy olher than established govenrmenlal agencies.
t7.3 lo allow PCL to contract or employ persons who are not nationals or residents ol' Sierra l,eone for the purpose of realising the PCL Aims on the lirllowing conditions: l7.l.l.

P(ll.

will first seek to contracl or employ nationals or residents of Sierra Leone: t6 l7 1.2. il P( 1., acting reasonably.

is ol'the opinion tlrat there are not, or not srrtlicierrt numher ol.
rrationals or residents of Sierra Leone wilh the r)ecessar) qualifications ol skillsets to provide the work and skills rrcccssary to realise the P('l- Airns.

it may contract or employ persons who are not nalionals or rcsidenls of'Sierra Leone: l7 l.l.

{i)r the avoidance ofdouht.

wlren detennining whelher PCI- has acted reasonablv in accordance with thc previous subclause.

it shall not nced lo lake i,rl() accounl the ralio ol'local to foreign workers.
F iscal I nccn I ivcs l8 GoSl shall ratily the passing ol'any prirnary or secondary legislation.

or exercise any powcrs thal it has.

to conlbr on PCl, all fiscal and tax inccntives and assurances as art' scl oul in thc lnveslnrenl l)romotion Act 2004 an(l any act ofa similar nature as pledgetl lo I'CL as nrore particularly set ou1 in the Fiscal Incenlive Sohedule al Scherlulc ll.

I)cn ins u la Ii ighu aY l9 GoSl.


shall {ircilitate the construction and complelion ol'the Peninsula Highway in such a nranner irs lo allow motor vehicles including construclion vehicles lo access thc Site.

I acilitation of l'r'or isiorr ol l nli'aslruclure t0 (ioSl shall lacilitate thc provision oftltilitics in lhe lbnn of elcctricity.

clean water antl corrrrcction lo the internel lo thc outcr perirneter ol' the Site using besl enderrvorrrs to do so within l2 months ol'the ('ornntenccrnent l)alc.
I iccnsing arrtl ,\ssiulunt'nl (ll lht' lnlcllerlual I'ro l)o'ly liiehls of I'Gl, in lhe l'ro ice ( I .)

As lrom the ('omnrencenlenl Date, P(il.

shall license ils lntellectual Property Rights in thc Perrinsula City Project to PCL firr the purpxrse olil achieving the PCL Aims.

l'his liccnce shall he irrevocable unless any ofthc lirllowing conditions occur: 27.1. the l-easc ol'the Site is forfeited back to (ioSL in accordance with Clause 34: 2?.2.
this Agrecrnent is contravened or ternrinatcd in accordance with the pnrvisions ol' this Agrcernent.

t7 2l Aller terr (10) ycars liorrt tlrc ( 'onrtrtenccttrent l)atc' PCI.

nlay request by thc service ol wrillcrr nolice on P(;1. that P(il.

assign the lnlclleclual Property Rights in lhe Peninsull ('ity I'roiecl into P('1,.

ll'strch a requesl is nrade' then P(i[, shall execute all dt,currrenls ncccssary or ret;ucsted by l'('l,lo assigrt the said lntellectual Propcrty Righls inr(, I'( l-.
l. in a rrcing o l' P( 'l , )4 t5 )6 It shall he lhc solc responsihility of I'!Gl.

to ensure that PCL has the financial wherewilhal to realisc the l)eninsula ('ily Proiect.

GoSl shrrll have no obligati66 hr provide any nronies to ['('1,.

Tlre linarrcial requircmcttts ol PCt.

to achicve lhe P('l- Aims shall be achievetl in one ()r more ol'the lollou ing rvays: 26.1. thc advancenrenl ol'monies hy l'(il.
into PCll, as set oul in the Investntent Schcdulcl 26.2. thc enlering int() agrecmenls (including.ioint venture agreements) between l'('1, arr<l third parties such as dcvelopcrs and hotel companies whereby a lhird party assurDes spccific linancial ohligalions of PCI- or, in retum for corrcessions and other grants.

a thirtl party pays monies into PCl.


(whether hv way of'onc ol1'paymenls or recurring inconre): 26.3. lhe obtaining of loans or investmcnt lionr third parties directly into PCL; 26.4. anv other nreans that is approved hy resolution by the board of PCL or at a shareholders' meeting in accordance with this Agreement.

?7 Where l)( iL advances nronies into PCL that exceed lhc amounts set oul in the Inveslmcnt Schcdule.
it shall he enlitled at lhe elcctiorr oIPGL t<r 2'1 l. trcat such nronies as a loan to P('1, on such lemrs as P(il, and PCL see fit to agree inclutling as a convertible loan: or 21.2. to the allocation of further shares al the then open markel value ofPCL to be agreetl belrveen the Shareholders or olhcrwise detennined in accordance u ith thc Valuation Resolution Mechanism: l8 28 Where PGL does not advance the sums set out in the lnvestment Schedule by the dates set out in that schedule, such shall not be a breach of this Agreement but GoSL may by the service of written notice on PGL and PCL invoke the Dispute Resolution Mechanism and if such is not successful, invoke the Investment and Critical Milestone Mechanism.
Lease and Freehold of the Site Grant of Lease 29.

Within two (2) working days of the Commencement Date (if it has not already been signed) GoSL and PCL shall exscute a lease of the Site in favour of PCL ("the Lease").

A copy ofthe Lease document is included as Annexe 1 to this Agreement.

30.
30.

The principal terms ofthe Lease are: 30.1. the initial terrn is 21 years from the date ofexecution of the Lease; 30.2. the rent is Ten Thousand United States Dollars (US$10,000) per annum, to be paid in the equivalent Sierra Leone Leones at the prevailing bank rate.

Ertension of Lease 31.
Upon the submission of proof by PCL to GoSL that it has fulfilled the requirement set out in Clause 33, and in conformance with Clause 3.3 of the Lease agreement, GoSL shall convene a meeting ofthe Board created under the Non-Citizens (Interest in Land) Act 1966 for the granting ofa licence for a leasehold to PCL in excess of 21 years ("the Licence"), specifically taking the form of options to PCL for a second and third Lease term of49 years each as set out in Clauses 4.2 and 4.3 ofthe Lease agreement.
32 GoSL shall procure the granting of the Licence within two (2) weeks of the submission ofthe aforementioned proofby PCL to GoSL.

33 If any five (5) of the conditions set out below in this Clause ("the Trigger Conditions") are achieved within one (l) year from the Effective Start Date, PCL may put into effect the provision ofClause 31.
The Trigger Conditions are: 33.1. demarcating the Site by means ofsuitable signage and/or boundaries; 31.2. deplolng and maintaining entry barriers and security personnel; l9 conrmissioning detailed topographical mapping of the Site: 33.4. conrmissioning a geological survey of the Site; lt.5_ unrlcrtaking an Environnrental lmpact Assessment ofthe Sitel 3 3.6. conrmencing the intra-Site provision ol' inliastructure (electricity.
Intemet, water, wasle waler treatment, internal roads and other facilities)l 33.7. rehousing a minimum of ten ( l0) of the families who are in possession in the village of Big Water in new sustainable accommodation direclly across the Peninsula Highway from their present location; 3 3.8. inviting those who are in possession to ioin the workforce pool for developing the Sitc: 33.9. building and opening a Community Centre tbr the occupants of Big Water and those who are in possession on and around lhe Site; 13.10 building and opening a Modem Market for the occupants of Big Water and those who are in possession on and around the Site.
h orli'il u re of l,easc .14 If lbwcr tlran live ol'the liiggcr Conditions are achieved within one (l) year from the Ell'ective Start l)ate and in the absence of any agreement in writing between GoSL and I'Gl.

to exlend the said time period, the fbllowing shall happen: 34.1 .

thc l-ease shall be declared void and lhe Site shall revert to GoSL; 34.2.

GoSL and P(iL shall be released from any obligalions that they respectively have under this Agreement; 34.1.
P(lL shall be wound up in a timely and expeditious manner; 34.4. any investnrent rnonies in the possession or control of PCL shall be transferred to PGl.

following PCL discharging any financial obligations that it owes lo third parties.

l5 The Lcase shall nol be capable ofbeing forfeited from PCL unless and only if GoSL invokcs the mechanism in Clause J4.
Otherwise, any remedy for breach of the terms of the Lease or this Agrccment shall lie either in damages or by way of injunctive 20 reliel' requiring specific performance to ensure that PCL complies with this Agreement or the Lease and not by way of forfeilure.

C onvcrsion lo Iireehold 36. ln the event thal Sierra Leone law allows for the grant ofa freehold to the Site.

and upon service ofa written notice by PGL.


GoSL nray in the exercise of its discretion granl a fieehold to PCI- for the site in consideration fbr payment equivalent to five years' annual markel rental oi'the Site, with the valuation ofthe annual rental lo be deterrnined as of the date of service of written notice )as determined in accordance with the Valuation Resolution Mechanism.

Sharehoklings and Cnrporate (Jovernance of PCL I rritial Sleps 37.
Within I months liom the Commencenrent Date, PGL shall call a shareholders meeting of P('L in accordance with the Articles of Association to which representatives ofboth GoSL and PGL shall attend.

38.

At the meeting, shares in PCL shall be allocated, issued and subsequently duly registered to GoSL and I)GL including where necessary the transfer of shares from one l)arty to the other so that 3tl.l.

PGL has 85% of all issued shares in PCL: 38.2.

GoSL has l5% ofall issued shares in PCL.

39.


The shares allocated in Clause 38 shall be ordinary voting shares.

40.

After carrying oul the steps in Clause 38, the Shareholders shall appoint their directors to thc board ofPCL in accordance with the provisions of Clause 44.

41.
41.

The Shareholders shall then 41.1. appoint an auditor to PCI-; 41.2. appoint the principal bankers to PCL; 41 .3. resolve that the financial year of PCL shall end on a particular date; 41.4. adopt a Ilusiness Plan for the period up to the end ofthe first Financial Year; 2t 41.5. aulhorise the board ofPCL to prepare amended draft Articles of Association lhat are compliant wilh and appropriate to this Agreement.
and insol'ar as the Shareholders may be unable to agree, the matter shall be decided in accordance with the voting rights ofthe Shareholders.

42 The Shareholders shall take all necessary steps.

including waiving or agreeing to waive any rights or restrictions which may exist in the Articles of Association, this Agreement or which might otherwise prevent the allotment, issue or transfer of the shares above.

in order to carry out the above steps.


43 The board of PCL shall take all steps necessary to implement lhe above, including the issuing of share certificates, filing of transl'ers and making of the necessary filings with the relevanl authorities, and to that end, shall instruct the Secrctary to carry out such acts.

l)ireclors and l\'lanagenrent ,t4 For the lifetime of l'CL, the board of PCI.

(*the Board") shall consist of 44.1 .

'l-wo (2) Directors appointed by GoSL; 44.2.


Seven (7) Directors appointed by PGL.
45 Upon appointment of the directors per Clause 44, and exercising their powers that they have under this Agreement and Articles of Association, the Board shall appoint 45.1. a Chairman who shall be a director of PCL; 45.2. a l)eputy Chairman who shall be a director of PCL and a Sierra Leonean and shall act as Chairman if the Chairman is unable to attend a meeting of the Board; 45.3. a (lhief Executive Officer who may or may not be a director of PCLI 45.4. a F'inancial Director who shall be a director of PCL; 45.5. a Secretary who shall not be a director.
46 The Chairman.

Deputy Ohairman and Financial Director shall be PGL Directors.

If the Chiel'Executive Officer is a director, he shall be a PGL Director.

47 Directors shall be nominated or removed in accordance with the provisions of the Companies Act 2009.

22 Boald It4eet ings 48.

Any director nray, and at the request ofa director the Secretary shall, call a meeting of directors.
Meetings may be attended by a director in a manner thal allows a direclor in an effective manncr to observe, talk and listen to other directors e.g.

in p€rson or by video conlbrence calling.

A director who does not satisf, the above criterion of attendance shall not be taken into account for the purpose of detennining whether the meeting has a quorum of directors.

49.
49.

At least five Business Days' notice of a meeting of directors shall be given to all directors accompanied by: 49.1. an agenda setting out in reasonable detail the matters to be raised at the meeting; 49.2. copies ofany papers to be discussed at the meeting.

50.

A shorter period of notice may be given if at least one PGL Director and one GoSL Director agrees in writing.

5l .
5l .

Matters not on the agenda, or business conducted in relation to those matlers, may not be raised at a meeting of directors unless at least one PGL Director and one GoSL Dircctor present at the meeting agree in writing.

52.

The quorum at any meeting of directors shall be 5 with at least 2 directors being Eligible to Vote and either the Chairman or Deputy Chairman being present.

At least I director from GoSL must be present within the quorum.
If within l5 minutes of the time fixed fbr a board meeting, there is no quorum, then the meeting shall stand adjoumed to the same time and place on the seventh day after the original date of the meeting and at the adjoumed meeting, the quorum shall be any two directors Eligible to Vote but musl include either the Chairman or Deputy Chairman.

53.

Decisions of the Board shall be made by passing resolutions.

A resolution is passed if more votes are cast for it than against it.

54.
54.

Each director shall have one vote.

The Chairman shall have a casting vote.

If the Chairman is nol present, the Deputy Chairman shall have a casting vote.

55.

Any director who has a personal interest in a proposed resolution shall disclose that interest.

56.

A dircctor may only vote on any resolution if he is Eligible to Vote, unless a PGL Director and a GoS[.

Director present at the hearing who are bolh Eligible to Vote both agree thal lhe director may vole.

('lricI lixecutir c 51.


The ('hief Executive shall 57.1. be responsible for the day to day management ofthe business ofPCL; 57.2. report to the Board with frequency and in such manner as may be required by the Board; 57.3. comply with all decisions and direclions of the Board.

Ir4anagernent Comnrittee 58.

The Board shall appoint a Management Committee lo assist the Chief Executive Officer and/or to carry out duties delegated to it by the Board.

58.1 .
58.1 .

Amongst its duties the Managemenl Committee will consult periodically but at least quarterly with MTCA and communicate to the Board for consideration any recomnrendations that arise from such consultation.

Sha reholders I\'lrel ings 59 There shall be al least one shareholder meeting each year which shall be held within a period expiring 3 months from the end of the previous Financial Year.

60 6l 2l clear days' notice shall be given ofany shareholder meeting to all Shareholders.
The meeting shall be attended by Shareholders and shall be held in Sierra l.eone at the registered otYice or business premises ofPCL.

Shareholders may attend by video conference.

62 Persons present holding or representing by proxy a minimum of 60% of the issued shares of PCL shall be a quorum.

6l Voting shall be on the basis of one vote per issued share.

No person other than a Sharcholder or Shareholder's proxy shall be entitled lo vote on any resolution at the shareholdcr meeting.
64 Decisions shall be rrade save for Reserved Matters (in which case the procedure set out in Clauses 74 to 76 shall apply) in accordance with a simple majority.

65.

The Iloard shall put forward an agenda lbr the shareholder meeting which shall be circulated in good time prior to the meeting.

Il shall include: 65.l.


a proposal that the Business Plan for the current Financial Year be adopted; 65.2. any proposals for the payment ofa dividend (ifany); 65.3. any other matters thal a Shareholder gives notice of in good time for the meeting.

66.

A resolution in writing signed by all Shareholders shall be valid and effective as if the same had been passed at a shareholder meeting.

Busine ss I'lan 67.
Busine ss I'lan 67.

The Business Plan is an annual business plan for PCL prepared by the Board ofPCL and it shall include in relation to the Financial Year to which it relates: 67.1. a cash flow statement giving 67.

I .l .
an estimate of the working capital requirements; 67 .l .2. an indication of the amount (if any) that it is considered prudent to retain, for the purpose of meeting those requirements, out of the profits of the previous Financial Year that are available for distri bution to shareholdersl 67 .2. a forecast of the profit and loss account for the current Financial Year; 67.3. an operating budget (including capital expenditure requirements) and balance sheet forecast; 67.4. a managemenl report giving business objectives for the current Financial Year; 67.5. a financial report on the previous Financial Year which shall include an analysis of the results of PCL for the previous Financial Year as against the Business Plan for that year identifying the reasons for any discrepancy or failure to achieve any goals or aims ofthat plan.
68.

The llusiness Plan for the first Financial Year shall be that adopted by the Parties in accordance with Clause 41.4.

69.

The Business Plan for the second and successive Financial Years shall be 25 69.1. prepared by the Board within 30 Business Days of the end ofthe previous Financial Year; 69.2. sent to Shareholders al least 5 Business Days prior to the annual shareholder meeting.

Accounting 10.

PCL shall at all times maintain accurate and complete accounting and other financial records.

1l .
1l .

The accounts of PCL shall be audited on an annual basis.

72.

Any Party may access at all reasonable times the books and records ofPCL.

73.

PCL shall supply each Shareholder with 73.1 .

a copy of the Business Plan approved for that l'inancial Year; 73.2. a copy ofany audited accounts ofPCL; 73.3. quarterly managernent accounts.
Reserved Matters 74 For the purposes of this Agreement, the following are Reserved Matters: 74.1. changing the nature of the business of PCL to one other than pursuing the PCL Aims; 74.2. the assignment ofany ofthe rights or obligations ofPGL or GoSL under this Agreement; 74.3. the assignment by GoSL or PGL of its shares in PCL to a third party; 74.4. the transfer ofa controlling interest in shares in PGL to a third party where such gives rise to reasonable concerns on behalf of GoSL about their commitment to the Peninsula City Project; 74.5. the presentation of any petition or passing of any resolution for PCL to be put into administration or wound up; 74.6. any decision which would adversely and materially impact on the well-being of the occupants of Big Water (other than the mere fact ofrehousing).
26 75 Where a Party (including PCL itselfl wishes PCL to take an action that is a Reserved Matter: 75.1. the Board shall provide a report including a recommendation (if they are able to agree on such) to the Shareholders for them to vote on a resolution conceming the Reserved Matter in an extraordinary general meeting of PCL; 75.2. the Board shall put forward the resolution and summon a shareholders meeting of PCL; 75.3. at the shareholders meeting, the resolution shall not be passed and shall be reiected unless both Shareholders agree to the resolution.
75.4. in exercising their right to agree or reject the resolution relating to a Reserved Matter, each Party shall 75.4.1. act in good faith towards each other; '15.4.2.

not act in a manner that is manifestly contrary to the achievement of the PCL Aims or the interests of PCL; but otherwise shall have full discretion to reject the resolution.
76 Where both Shareholders agree in writing to the proposed resolution acting through senior representatives of both, then the mechanism set out hereinabove need not be adopled and the Board shall implement the resolution.

Liaison and PCC-Al] 77 .

GoSL shall assign a senior representative of GoSL to act as a liaison between GoSL and PCL and between GoSL and PGL.

78.
78.

The Parties shall take all necessary steps to establish the Peninsula City Community Advisory Board ("the PCCAB") including identifying and inviting members of the local comrnunity to be representatives on the PCCAB.

79.

GoSl,, PGL and PCL shall also appoint representatives onto the PCCAB.

80.

The Board arrd Parties shall take due accounl of the views of PCCAB in the management of PCL and in voting on any shareholder resolution.

2'7 Dividcntls 81.
2'7 Dividcntls 81.

PCL shall only dislribute by way of dividend out ofthe distributable profits of PCL for each accounting period.

82.

After the end of each accounting period, the Board shall recommend what the dividend should be having regard to and taking account of 82.1.

The PCL Aims; 82.2. the distributable profits of PCL in thal accounting period; 82.3. the fact that such profits may be needed to be set aside as working capital for achieving the PCL Aims; E2.4.
other factors of which the Board considers it right and fitting to take account, including govemmental regulations relating to the distribution ofprofits.

Relationship between Articles of Association and this Aqreement 83.

Where the Articles of Association conflict with the provisions of this Agreement, the latter shall prevail.

Where this Agreement is silent on matters, the Articles of Association shall apply.

84.
84.

The Parties shall when necessary exercise their powers of voting and any other rights and power they have to amend, waive or suspend a conflicting provision in the Articles of Association to the extent necessary to allow PCL and its business to be administered as provided for in this Agreement.

85.

Within 6 months of the Effective Start Date, the Board shall prepare amended Articles of Association that 85.1 .
are consistent and conform with this Agrcement; 85.2. allow PCL lo be administered as provided in this Agreement; E5.3.

make any other amendments to the Articles of Association that it considers right and fitting to make; 85.4. table a resolution for a shareholder meeting for the draft amended Articles of Association to be voted on in a shareholders meeting.

28 Conducl of I'arlies in qoverning PCL 86.


The Shareholders shall ensure lhat the directors appointed by them to the board of PCL conduct business al a Board level including voting on any resolution put to the Board in a manner that 86.

| .
does not thwart or impede in any material manner the achievement of the PCL Aims; 86.2. is in good faith; 86.3. ensures that access to facilities and services to be provided to tourists and business and other persons are provided in a fair and non-discriminatory manner; 86.4. ensures that any contracts with third parties to build buildings, provide facilities or provide services otherwise concluded in the course of business with PCL are awarded in a fair and non-discriminatory manner; 86.5. complies in all respects with Sierra Leone law including, in particular, its bribery and anti-corrupti on laws.
87.

Al any shareholders' meeting, the Shareholders shall vote on any resolution in a manner that 87.1. does not thwart or impede in any material manner the achievement of the PCL Aims; 87.2. is in good faith.

Option of GoSL to trurchase further shares in PCL 88.
At any period up to l0 years from the Commencement Date, by the giving ol' written notice to all shareholders, GoSL shall have the option (exercisable by giving written notice to PGL and any other Financial Shareholders and PCL) to have issued new shares and allotted to it up to a further l0% ofall cunent allotted shares in PCL (the percentage to be determined as ofthe date ofexercise) ("the Further Shares") al the Fair Value of the PCL shares (the value to be determined as of the date of exercise of the option).
89.

Upon exercise ofthe option: 29 89.1.

GoSL shall pay to PCL the Fair Value ofthe Further Shares; 89.2.

PGL and GoSL shall issue and allot the Further Shares in the name of GoSL within 30 days of the date of payment under Clause 89.
I ; 89.3. lf the Fair Value of the Further Shares cannot be agreed between PGL and GoSL, then the Parties shall use the mechanism for determining their Fair Value as set out in Clause 134 to 140 (Valuation Resolution Mechanism) and the valuation criteria as set out at Clause 143 to 150 of this Agreement (and the time periods in Clause 89.1 and 89.2 shall be extended accordingly).

Othcr Ollligations of I)arties, General Obligalions of the Partics 90.
The Parties shall cooperate and act in good faith towards each other and work together and use reasonable endeavours to promote and develop the business of PCL so that it achieves the PCL Aims.

sl No Party shall take any steps or do any acts whether itself or through its directors.
servants, agents or representatives or howsoever otherwise (including, but without limiting the generality of the foregoing, in the case of GoSL, the passing of legislation, govemmental acts, ministerial directives and equivalent acts) whose aim, intent or objective is to (whether wholly or substantially) frustrate, impede, restrict, retard or prevent PCL from achieving the PCL aims and/or the Parties' obligations under this Agreement.
92 Each Party shall at all times use all reasonable endeavours to keep confidential any information which relates to the customers, suppliers, business, assets or affairs of any Party including PCL or which otherwise can be considered confidential information.

93 GoS[, and PGL shall ensure that their directors appointed to the board of PCL attend board meetings and vote on resolutions at those meetings and they do so in a manner that is consistent with the PCL Aims and the besl interests of PCL.
94 Where a Party has an obligation under this Agreement which requires the comrnitment of resources and manpower 1o achieve, it shall carry out that obligation 30 using reasonable endeavours and in a timely marmer unless otherwise agreed between the Parties.

95.
95.

Where GoSL has an obligation, it shall direct that any MDA carries out all necessary steps in a timely and cooperative marmer to comply with that obligation including where necessa4r issuing a ministerial order or passing legislation to compel an MDA to take such steps.

Oblieations of PCL 96 PCL shall ensure that the quality ofthe Peninsula City Project is consistent with its being a premier flagship project unless the Shareholders of PCL, by ordinary resolution, decide tha!
by reason ofthe conditions on the ground and the immediate environment of the Site, only a less aspirational project will be commercially feasible.

9'l PCL shall further ensure that is operations comply with the Local Content Agency Act 2016.

Within six (6) months of the Effective Start Date, PCL shall draw up a plan to ensure that its operations are compliant wirh this Act in particula its Section 40.

98.
98.

PCL shall use reasonable endeavours to ensure that the development of the Peninsula City Project 9E.1.

is carried out diligently and expeditiously; 9E.2.

achieves the PCL Aims; 9E.3.
does not depart sigrrificanrly from the Master Plan save by agreement between the Shareholders; 98.4. develops the Site in accordance with the Master Plan; 98.5. takes account of the Social Impact Guidelines and Environmental Guidelines and the views of PCCAB; 98.6. is promoted, marketed and publicized energetically in Sierra Leone and intemationally including by the Intemet and social media- 99 PCL and GoSL shall ensure that land is made available and new sustainable housing provided for the occupants of Big Water on land on the eastem side of the Peninsula Highway which is immediately opposite to their present location on the Site, at such 3l rl t, appropriate time as the development of the Site warrants the rehousing of the village occupants.
The provided housing will take account and conform with the Environmental Guidelines and Social Irnpact Guidelines and take the form of structures provided by PCL without charge to the occupants which the occupants shall be responsible for frt-out.

Oblieations of GoSL 100.


With the consent of the relevant third parties and/or owners in fee simple, GoSL shall make available and assist PCL to enjoy the right to enter upon, tmnsit tluorgh or do work or fix installations upon the property of said third parties insofar as such is necessary to ensure performance of this Agreement.

Insofar as consent is required from said third parties to achieve the above purpose, GoSL shall use all reasonable endeavours to obtain such consent.

Tourism 101.
Tourism 101.

GoSL shall prioritise tourism as a vital, renewable national resource and shall promote tourism including the Peninsula City Project domestically, intemationally and on the lntemet and social media.

Protection ofthe Site I 102.
From the Commencement Date until such time as PCL assumes frrll occupation and control of the Site, GoSL shall protect the Site and prevent any activities ftom happening on it including sand mining, tree felling, bum off, house or shack building, squatting, business opentions or other activities that would damage the Site or that would impede the ability of PCL to realise the PCL Aims upon taking conhol of the Site save that subsistence farming may continue until PCL makes appropriate arrangements with the farmers.
Green Belt Land 103.

GoSL shall designate through MTCA and NTB as a TDA all land extending 200 metres beyond the perimeters of the Site ("the Green Belt Land").

104.
104.

GoSL shall ensure that the Green Belt Land is not mined, trees felled, bumt, occupied, building allowed, business or farrning operations take place or any other activities allowed to be carried on that would materially affect the amenity value 32 and scenic beauty of the Peninsula City Project or the eqjoyment of tourists or residents in the Site unless GoSL and PGL consent in writing to such activities.

105.
105.

Subject to the concurrence of the Ministry of Energy, which concurrence shall not unreasonably be withhel( GoSL shall not 105.1. erect any overhead high tension power cables within 1,000 metres of the perimeter of the Site; or 105.2. install any other overground cables wilhin 250 metres ofthe perimeter of the Site (even if such extends beyond the outer boundary of the Green Belt Land.)

Tax Free Zone 106.
Tax Free Zone 106.

GoSL shall facilitate, in collaboration with the Ministry of Finance and the National Revenue Authority, the designation of the Site as a tax free zone for businesses and consumers, as more particularly set out in Schedule 8 of this Agreement.

Oblieations of PGL I I 107.

PGL shall use reasonable endeavours to raise inveshent monies to invest into PCL in accordance with the Investment Schedule.

Ex 108.
Ex 108.

By no later than twelve (12) months after the Effective Start Date (the (Longstop Date"), PGL and PCL must have signed a Heads of Terms with a developer who satisfies the conditions below ('the Executive Developer') to realise in whole or in part the Peninsula City Project.

109.
The Executive Developer shall be: 109.1. an intemationally recognised and respected brand name; 109.2. expedenced and successful in operating in emerging economies, including, specifically, compieting projects in African cormtries similar in scale to, or larger thaq the Peninsula City Project; 109.3. supportive of the concept and structue of Peninsula City as articulated in and required by this Agreement and further set out in the Master Plan; JJ 109.4. possessive of a balance sheet of sufficient capaclty to carry out the development in an effrcient and timely manner; 109.5. committed to the "Quadruple Bottom Line" practice of contemporary, socially-responsible investrnent: People, Planet, Profit, Progress ; and 109.6. committed to opeBte at the high standards defined in this Agreement and expected by the Peninsula City Project's founders and by MTCA and GoSL.
I 10.

The Heads of Terms between PGL, PCL and the Executive Developer must include the following terms: 1 10.1.

An undertaking to build out either the entire Peninsula City Project or: 110.2.

Phase I of the Master Plan: "Mobilisation and Site Preparation", as detailed in Schedule 2; plus either (r) Phase 2 of the Master Plan: 'Northwest Sector"; or (ii) A combination of the other Phases of the Master Plan amounting to a .

similar mapitude to Phase 2.

110.3.


The Executive Developer shall be bound contractually, by way of a "lock- in" requirement, to complete in firll the commitments entered into.

l1l.

The Executive Developer shall be selected by PGL after due consultation with MTCA.

112.

A binding agreement broadly reflecting the Heads of Terms must be concluded within 60 Business Days of the Longstop Date between the Executive Developer and PCL.

Handback Condition ll3.


Should there not be concluded a Heads of Terms by the Longstop Date, and in the absence of any agreement in writing between GoSL and PGL to extend the Longstop Date, the following shall happen: 1 I 3 .

I .

the Lease shall be declared void and the Site shall revert to GoSL; 113.2.

GoSL and PGL shall be released &om any obligations that they respectively have under this Agreement, which shall be deemed terminated; 113.3.
PCL shall be wound up in a timely and expeditious manner; and !

tr t I 113.4. any investrnent monies in the possession or control of PCL shall be transferred to PGL following PCL discharging any financial obligations that it owes to third parties.

113.5.

The Intellectual hoperty fughts in the Peninsula City Project shall remain vested in PGL.

I14.
I14.

Furthermore, in the absence of a Heads of Terms with an Executive Developer by the Iongstop Date, GoSL will put all or part of the Site out to public competitive tender for development as a new project.

The tender shall require the successfirl developer ("the New Developer") to pay the Added Development Value of the Site to PGL within tlirty (30) Business Days of an agreement between PGL and the New Developer as to the Added Development Value.
ln the absence of agteement within thirty (30) Business Days of the New Developer being awarded the tender by GoSL, PGL may activate the Valuation Resolution Mechanism for an expert to determine the Added Development Value, save that Clause 138, whereby the President of the Institute of Chartered Accountants can select the Exper!

shall not apply.

I I 4.

1 .

For the avoidance of doubt, only the New Developer shall be required to pay the Added Development Value to PGL.
GoSL shall have no such obligation to PGL.

Breach of this Agreement I15.

Where a Party commits a breach of this Agreement, the follovring shall occur: 1 I 5 .

1 any other Party may serve a written notice on t}re breaching Party setting out flrll particulars of the breach and requiring it to remedy the breach within a reasonable period of time that shall not be less than twenty (20) Business I I I Days, if the said breach is capable of remedy.
115.2. if the breach has not been remedied within the time period set out above or if the breach is incapable of remedy, then a Party may seek compensation for breach of this Agreement.

116.

The Party that has breached this Agreement shall pay compensation to the other Parties or third parties affected by the breach.

35 ll7.

The Dispute Resolution Mechanism shall apply to any claim for compensation for breach of this Agreement.

Duration and Termination Du ration ll8.


The Parties recognize that the period for the realization of the PCL Aims and the achievement of a reasonable retum by PGL on its investrnent into PCL will be many years.

119.

Accordingly, the period of this Agreement shall be thirty (30) years from the Effective Date, but the Parties shall, every ten (10) years, review in good faith whether or not to extend this period and if so, on what terms and conditions.

.

Extension of Duration 120.


This Agreement shall be extended for a fi:rther thirty (30) years provided that 120.1.

A Party serves written notice that it wishes to conlinue the Agreement for a further period of 30 years at least t}ree months prior to the expiry of the initial period; and 120.2.

The Parties do not object to the extension provided that no Party can object to the extension if PCL has substantially achieved the PCL Aims.

121.
121.

Otherwise, a Party may extend the duration of this Agreement prior to is expiry by the exercise ofwritten notice where: l2l.l.
there is a delay in completion or intemrption of the PCL Aims by reason of circumstances beyond the reasonable control ofPCL; 121.2. this Agreement is suspended by reason of the acts of GoSL or any public I authority of Siera Leone; 121.3. there has been an increase in costs arising from the imposition of requirements of GoSL not foreseen in this Agreement such that PGL will not be able to recover the amormts invested withoul such extension; 121.4. both parties agree that an extension is necessary for the reasons of national or public interest or otherwise; 36 121.5. the gross development value of the Peninsula City Project is less than US$200 million (to be determined in accordance with the Valuation Resolution Mechanism if not agreed).
122.

Where the extension of the duration of the Agreement is pursuant to Clause 121, this Agreement shall be extended by a period sufficient to put PCL into a position as if the event relied upon by the Party giving notice in the previous clause had not happened.

If the Parties cannot agree this period, the Dispute Resolution Mechanism shall apply.

If such is unsuccessful, the Valuation Resolution Mechanism shall apply where the Expert shall determine the period of extension.

Termination bv GoSL 123.


GoSL may terminate this Agreement if and only if 123.1.

PCL is wound up or put into administration or analogous proceedings or otherwise becomes insolvent such that it is no longer a going concem; or 123.2. it can no longer reasonably be expected that PCL will be able or willing to perform its obligations under this Agreement by reason of lack of funds provided that prior to doing so, 123.2.1.
GoSL shall give written notice that it intends to exercise its power under this section to PGL and PCL; 123.2.2. ftom the date of that notice, within a period of one hundred and twenty (120) Business Days, flrther monies are not made available to PCL whether through PGL investing further monies or PCL failing to raise further monies to the extent that it can reasonably be said that it is in a position to continue to perform its obligations under this Agreement; or 123.3.
There are compelling reasons of national or public interest but that in such circumstances, GoSL shall pay compensation to PGL at the open market value of the PGL Shares in PCL, to be determined on the basis that lhis Agreement has not been terminated.

37 I U I I I t L i l I 123.4.

If the Parties cannot agree the above value, the Parties shall use the Dispute Resolution Mechanism and if such fails, the Valuation Resolution Mechanism shall apply.

Termination bv PGL 124.


PGL may terminate this Agreement if and only if GoSL is in material breach of this Agreement and, if remediable, GoSL has not remedied the breach in accordance with Clause I 15.

125.

Prior to termination of this Agreement, PGL shall apply the Dispute Resolution Mechanism.

Termination by either PGL or GoSL 126.


Either GoSL or PGL may terminate if the relationship between GoSL and PGL has broken down so materially and irretrievably that it is reasonable to conclude that there is no reasonable expectation that PCL can work to achieving the PCL Aims.

Such shall be without prejudice to any right of a Party to recover damages for breach of any telm of this Agreement by another Party.

127.

Prior to termination, the Parties shall apply rhe Dispute Resolution Mechanism.
No risht to terminate for breach per se of this Agreement 128.

For the avoidance of doubt, where a breach of this Agreement has occurred, unless otherwise provided for in this Agreement, such breach shall not per se give the right of any Party to terminate this Agreement even though under English contract law, such a breach could be described as a repudiatory breach or otherwise entitle a Party to terminate the Agreement.

129.
129.

However, such is without prejudice to the right of any Party to seek damages for breach ofthe Agreement by any other Party.

Dispute Resolution Mechanism 130.


The mechanism set out in Clauses 132 to 133 shall apply in any of the following circumstances: 130.1. where a clause in this Agreement refers to the Dispute Resolution Mechanism; 38 I t t I t- t I 130.2. where the conditions of Clause 126 apply (regardless whether any Party has committed a breach of this Agreement); 130.3. prior to initiating any arbitration proceedings; 130.4. where the Parties agree to do so; 131.
Any Party may initiate the mechanism set out in this section of the Agreement by serving a written notice on all other Parties.

Meetings of senior representatives 132.


If such notice is served, the senior representative of each of the Parties shall for a period of forty (40) Business Days of the service of the written notice or such other period as the Parties agree, communicate with each other for the purpose of resolving in good faith the dispute including at least two face to face meetings between the representatives of the Parties.

Mediation 133.
Mediation 133.

If after the expiry of the period in the aforesaid clause, the Parties have not resolved their differences, then the Parties shall engage the services of an experienced mediator and forthwith seek to mediate the dispute with the assistance of the mediator.

The costs of that mediation shall be bome equally by GoSL and PGL.

Such mediation shall take place within a period of forty (40) Business Days of the expiry ofthe period set out in Clause 132.

Valuation Resolution Mechanism 134.


This mechanism shall apply wherever a clause invokes the Valuation Resolution Mechanism for the purpose of determining a valuation including the level of compensation and the Parties have been unable to agree the valuation or level of compensation or the extension ofthe duration of this Agreement under Clause 122.

135.
135.

This mechanism shall not apply to a claim for compensation for breach of this Agreement which shall be determined, after exhaustion of the Dispute Resolution Mechanism, solely in accordance with the arbitration provisions in Clause 158.

136.

The Parties shall use the Dispute Resolution Mechanism prior to invoking the Valuation Resolution Mechanism set out below.

39 -) !

i I j I 137.

If the Dispute Resolution Mechanism is unsuccessfirl, the Parties shall refer the matter to an Expert.

13E.
13E.

The Parties shall use best endeavours to agree the Expert but in default of agreement, any Party may refer the matter to the President of the lnstitute of Chartered Accountants in England and Wales to select an Expert.

139.

The decision of the Expert shall be final and binding on the Parties and shall not be capable ofreview whether through court or arbitration proceedings.

140.
140.

Where the decision of the Expert is that compensation or a sum of money should be paid to a Party by another Party, such shall be paid within forty (40) Business Days of the issuing ofthe decision.

Investment and Critical Milestone Mechanism l4I.

This mechanism shall apply where 141.1.

PGL does not transfer by way of cleared funds monies into PCL in accordance with the Investment Schedule; or 141.2.

PCL does not achieve a Critical Milestone as set out in the Master Plan; and 141.3.
GoSL serves written notice on all other Parties that either event has happened.

142.

Upon the service of written notice in accordance with Clause l4l, the following shall happen: 142.1. the Dispute Resolution Mechanism shall apply; 142.2.

1f the aforesaid mechanism is unsuccessfi , then GoSL may give written notice that it wishes to invoke the Share Sale Mechanism.

Share Sale Mechanism 143.


The provisions below shall apply where GoSL has given written notice on PCL and PGL that it wishes to invoke the Share Sale Mechanism in accordance with Clause 142.2. lt provides for a mechanism whereby PGL's shareholding in PCL ("tbe PGL Shares") are compulsorily sold to a third party or GoSL.

40 144.
40 144.

For a period of one hundred (100) Business Days, the Shareholders shall together endeavour to find a buyer for the PGL Shares on the open market and who agrees to be bound by the terms and conditions of this Agreement as if it were PGL.

145.

In the event that the Shareholders cannot find a buyer to buy the PGL Shares at a valuation that both Shareholders agree and who will accept the rights and obligations of this Agreement, GoSL shall buy the PGL Shares in PCL from PGL at a Fair Value.

146.
146.

The Fair Value ofthe PGL Shares shall be determined 146.1 .

by agreement between the Shareholders; 146.2. in default pursuant to the Valuation Resolution Mechanism as supplemented by the following clauses.

147.

Within sixty (60) Business Days of his or her appointment, the Expert shall determine the Fair Value of the PGL Shares and notiry the Shareholders of the same.
PCL shall provide all information and documents to the Expert as requested by the Expert for the purpose of him or her making the valuation.

l4E.

Within twenty (20) Business Days of receiving notification of the Fair Value of the shares of PGL in PCL, GoSL shall buy the shares at the Fair Value of the PGL Shares and pay monies representing the Fair Value of the PGL Shares as determined by the Expert to PGL.

149.
The Fair Value of the PGL Shares shall be the value that the Expert certifies to be the fair market value in his opinion based on the following assumptions: t 149.1. the sale is between a willing buyer and a willing seller on the open market; 149.2. the sale is taking place on the date that written notice was given in accordance with Clause 142.2; 149.3. if PCL is then carrying on its Business as a going concem, on the assumption that it shall continue to do so; 149.4. the shares are sold free of all Encumbrances; and 149.5. to take account of any other factors that the Expert reasonably believes should be taken into account.
4l I' r P r. I 150.

If any problem arises in applying any of the assumptions set out in Clause 149, the Expert shall resolve the problem in whatever manner he shall, in his absolute discretion, think fit.

Takeover by GoSL I 51.

Where I 5 l. I .
PGL is in material default of its obligations under this Agreement, and if that default is capable of remedy, GoSL has given PGL a written notice to recdry the breach within a reasonable period of time (taking account of the nature of the default) and which shall in any event be no less than thirty (30) Business Days and the nature of the unremedied default by PGL is such as to prevent PCL from achieving the effective and uninlemrpted delivery or timely completion or operation of the Peninsula City Project as envisaged in the PCL Aims; or l5 1.2.
There is a clear and present danger to life, liberty, public health, the regional enviroffnent or national secwity which materially jeopardises the Peninsula City Project, whether caused by war, epidemic, civil umest or other catastrophic event of like nature which PCL does not have the ability and capability to deal with and GoSL has obtained written approval from the President of Sierra Leone or the cabinet of Sierra Leone, then the following mechanism shall apply: 152.
GoSL shall give written notice to PGL Orat it intends to take conlrol of PCL for the purpose of ensuring the effective and unintemrpted delivery or timely completion of the Peninsula City Project in the manner set out in the Master Plan and elsewhere in this Agreement; I 153.

The duration of the said takeover shall be temporary and for the minimum period necessary.

154.

During the period of the takeover, 154.1.


GoSL shall have control of PCL and any voting rights that PGL have at either a board level or shareholder level shall be considered null and void; ia t' 154.2.

GoSL shall use such control only for the purposes of the effective and uninterrupted delivery or timely completion ofthe Peninsula City Project by PCL in accordance with the PCL Aims.

155.
155.

At any time during the takeover period, PGL may serve written notice on GoSL that the takeover period should cease on the grounds that 155.1.

Where the takeover results from the op€ration of Clause 151.1, 155.1.1.
PCL has remedied its material default; or 155.1.2. although unremedied, circumstances have changed so that it can be reasonably said that the default no longer prevents the effective and unintemrpted delivery or timely completion of the Peninsula City Project in the manner set out in the Master Plan and elsewhere in this Agreement; 155.2.

Where the takeover results fiom the operation of Clause 151.2, the conditions set out in that clause no longer apply.

I 56.
I 56.

The takeover provisions shall be without prejudice to any other right that GoSL may have under this Agreement to seek compensation for breach of this Agreement.

Furtherrnore, in the event that the takeover arises by reason of Clause 151.2, GoSL shall use best endeavours to ensure that PCL is eligible for any intemational or national reparations that are available.

Winding Up or Administration of PCL 157.


Where PCL is wound up by order of the court or is put into administration or an analogous order is made or the Shareholders agree in writing that PCL should be wound up, then 157.1 .
The liquidator or administrator or person appointed by the Shareholders shall use best endeavours to find a buyer for the assets of PCL (including the benefit of the Lease of the Site) and who is willing to continue the development of the Peninsula City Project and be bound by the terms of this Agreement and sell the same to that buyer.

Any sums of money from the proceeds of sale shall be paid to PCL; 43 I r tr 157.2.
In the event that no sale can be achieved in accordance with the previous subclause in a reasonable period by the liquidator, administrator or other person in charge of PCL, GoSL shall pay a sum of money to PCL (or its liquidators, as the case may be) representing the Fair Value of the assets of PCL (taking account of any development of the Site that has been achieved) to be agreed with the liquidator of PCL or in default, determined in accordance with the Valuation Resolution Mechanism; ts1.3.
PCL shall distribute any monies that it has including the proceeds ofany sale to a third party of the Site or that are paid pursuant to the previous clause by GoSL to PCL to the Shareholders in accordance with their shareholdings after payment of any debts to third parties and/or compensation that it considers right and fitting to make to third parties; 157.4.

Ifthe Intellectual Property Rights in the Peninsula City Project are owned by PCL, they shall be assigned back to PGL.
Insofar as it is intended that GoSL or a third party should continue development ofthe Site after reversion of it to GoSL which requires a licence of the lntellectual Property Rights in the Peninsula City Project, GoSL or the third party shall pay a reasonable royalty to PGL to be agreed between the Parties or if not agreed, pursuant to the Valuation Resolution Mechanism.
Any development of the Site that has already occurred shall be deemed to have been licensed in perpetuity but without prejudice to the right of PGL to be paid a reasonable royalty for the same 157.5.
Where it is intended to hand over the Site to a third party or GoSL intends to run it as national asset, the Parties shall use reasonable endeavours to train up and inform any personnel taking over roles from personnel or employees of PCL so that they are able to op€rate and maintain the Site and provide continuing support and resources for a reasonable period after the transfer of the Site.

Arbitration 158.
Arbitration 158.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to LCIA 44 I I r I fr for arbitration to be and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into this clause.

159.

The number of arbitrators shall be three.

160.

The seat, or legal place, of arbitration shall be London.

16l.
16l.

The language to be used in the arbitral proceedings shall be English.

162.

No Party shall refer any matter to arbitration unless and until they have used and exhausted the Dispute Resolution Mechanism.

163.

No Party shall refer to arbitration any dispute that this Agreement states shall be determined in accordance with the Valuation Resolution Mechanism.

Miscellaneous Direct Investment of [JS$20million or more 164.
Where an investor is desirous of investing US$20million or more for the pqpose of realising the PCL Aims through PCL, and the investor states that it would prefer to invest directly into PCL and not PGL, then if PGL decides to agree to such a request, PGL and GoSL shall take all steps to allot and issue shares to the aforesaid investor directly in PCL.

The price for the shares in PCL shall be the same in value as if the investor invested into PGL.
Where the investor is a shareholder in PCL alongside PGL and GoSL, any reference to "Shareholders" or "shareholders" in this Agreement shall include all shareholders in PCL mutatis mutandis.

Such an investment in PCL directly will not in any way dilute the shareholding of GoSL.

Stabilisation 165.
Stabilisation 165.

Where a change in economic, financial, environmental, medical, political or other conditions worldwide or in Sierra Leone materially impacts, or is deemed inevitably to materially impact, the achievement of the PCL aims, the Parties shall agree to modi!
the PCL aims in such a way or ways as to preserve the viability of the Peninsula City Proiect and to maximise its benefrts to its shareholders and the nation of Sierra Leone to the greatest degree possible in light of the changed circumstances.

45 I r I I I a!

t Nature of Agreement 166.

Save as otherwise set out in this Agreement, this Agreement is personal to the Parties and none ofthem may assign it except with the written consent of the other Parties.

t67.
t67.

Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship ofprincipal and agent, between the Parties or any of them.

168.
168.

This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties save that nothing in this Agreement shall prevent the implication of any term on the grounds of commercial efficacy or which is reasonable and necessary provided that such is not contrary to any express term ofthis Agreement.

169.
169.

Each Shareholder acknowledges that, in entering into this Agreement, it does not do so in consideration of or in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statue or common law are excluded to the fullest extent permitted by law.

170.
170.

If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the a{fected provision.

t7t.
t7t.

No failure or delay by any Party in exercising any of its rights under this Agreement shall be deemed to be a waiver thereof and no waiver of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

172.

Where any provision of this Agreement applies expressly or by implication to PCL, the Parties shall ensure that PCL complies with that provision.

Notices and Service 173.
Any notice or other information required or authorised by this Agreement is to be given by: 46 n i I r' t1 I 173.1. delivering it by hand or sending it by registered post or any form of post which guarantees delivery to the addresses given below; 173.2. sending it by email to the email address given below (or as otherwise stipulated in writing by any Parry) provided that the recipient acknowledges receipt of the notice in writing or acts in a manner that is only consistent with it having received the written notice.
173.3.

Notice may not be sent solely by electronic transmission.

If notice is sent electronically it must also be delivered in hard copy by hand or registered post.
GoSL PGL PCL Addres Address Ministry of Tourism and Cultural Affairs 288 Kingharman Road Brookfields, Freetown Siena Leone Suite 750 2 Old Brompton Road London SW7 3DQ United Kingdom Address I l,akka Beach Road Goderich Freetown Sierra Leone Email Email Emoil prafi .memunatu@gmail.com geoft eysimon@peninsulacity.com geoft eysimon@peninsulacity.com 174.

Any notice or information given in the manner provided by Clause 178 shall be deemed to have been given on the day that the recipient receives it.
ln the case of notice given in accordance with Clause 178.1 , the sender shall evidence such by proof of receipt.

In the event that a Party refuses to accept a notice or obstructs service, it shall be deemed to have been received on the day that such occurred.

175.
175.

Service of any document for the purposes of any legal proceedings conceming or arising out of this Agreement shall be effected by any Party by causing it to be delivered to any other Party at its registered or principal offrce, or to such other address as may be notified to it by that Party in writing from time to time.

Giving trffect to this Aereement 176.


Each Party shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.

47 , al t 177.

Each Party shall at all times act in good faith towards the other Parties.

178.

The Parties shall bear their own costs of and incidental to the preparation, execution and implementation of this Agreement.
179.

Except as required by law or the requirements of any public authority, no Party shall make any press or other public announcement conceming any of the terms of this Agrcement without first obtaining the agreement of the other Parties to the text of that announcement.

Review of this Asreement 180.

Any Party may request of the other Parties, in timely marurer, a review of this Agreement ("the Review"), on the basis that the requesting Party has specific changes it wishes to have made.

lEl.
lEl.

The other Parties must accede to the Review, in timely manner.

182.

If the Parties cannot agree on changes to be implemented arising from the Review, the Dispute Resolution Mechanism shall be applied.

183.

At no time shall the orderly progression of the development of Peninsula City be interrupted or delayed by the Review process.

Governing Law 184.
Governing Law 184.

English law shall only apply to the validity, interpretation and any dispute arising out of this Agreement (including any non-contractual ma$ers and obligations arising therefrom or associated therewith).

lE5.

Ii in the course of applying English law, including its private intemational law rules, it is appropriate for a court or tribunal to consider Sierra Leone law (e.g.

whether a lease is valid under Sierra Leone law), Sierra Leone law shall apply.
48 I I I 1l I IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written.

SIGNED by IIon.
Memunatu Baby Pratt, Minister of Tourism and Cultural Affairs, for and on behalf of the Government of Sierra Leone In the presence of rv/>Ob SIGNED by Geoffrey Simon, Chairman, for and on behalf of Peninsula Group Limited In the presence of fuie st,,:l"ret- fus1 ht@W SIGNED bv Geoffrey Simon, Chairman, for and on behalf of Peninsula City Limited In the presence of *t-rt *o1ttEL WAy TAatlry 49 I T SCHEDULES JOINT VENTURE AGREEMENT (;O\/ERNMENT OF THE REPUBLIC OF STERRA LEONE PENINSULA GROUP LIMITED PENINSULA CITY LIMITED SCHEDULES SCHEDULE I MAPS SCHEDULE2 MASTERPLAN SCHEDULE 3 INVESTMENT SCHEDULE 4 SOCIAL IMPACT GUIDELINES ....2 ....8 ..14 ...16 SCHEDULE5 ENVIRONMENTALGUIDELINES SCHEDULE 6 COMMUNITY ENDORSEMENT SCHEDULE 7 VACANT POSSESSION SCHEDULE 8 FISCAL INCENTIVES & PROVISIONS ...28 SCHEDULE 9 VOCATIONAL TRAINING ...33 ...25 ...22 ..19 SCHEDULE I MAPS 1 THE PENINSULA CITY SITE i I, '.--l ,.^,2 o^ I ) i\.
Gull ol Guinea MAP l. u'ESTAFRICA l r'rd J Guinea o Conek_ry 1 FaPelown Perinsrra city ' Sierra Leone I , /- Freetown Liberia I Peninsula City cI l 3 n I *,*,,iiJ*ntft*, uor,iulu t& .,ffiF-=-F=-i=f;.

;-_ I , t I I I ..=€1:- il I I I i I t. .1- .

:- i t,') h1 I f,,7' __+ L I I ,lI I I "J,,.I I I I I aaa,, Eara r.l - vr,nr a ot tarn aa)a ra - YIr rgrra r,.5 olrx|r E/r.,lll oartita uD YrnLtxaa or .

'laia r drv altrLt, italtllr, oal r.rrloot rrr.lraa 6r .Iurrolt!, a.
'r rrr Lrrra iL !,alrrt^oo aHl la orr,nGrl .xvl utr.
rriirlo( tirla , Lrrr ara i' IL t 12- -l- I ......{* I I I I I I '*l:r L FROM STATION BP1 BP2 BP3 BP4 BP5 BP6 BP7 BP8 BP9 BPlO BP11 BP12 BP13 BP14 BP78 sP79 BP65 BP67 BP68 BP69 BPTO BPTL BP72 BP73 BP74 BP75 BP76 BP77 COLONY BEARING PLOTl 359"57'49" 359057',49" 359057',49" 85013'59" 58024'42" 65039'20" 78049'10" LO3042'.44" 120034'1" 120034'1" 124o50'rt8" 124050'48" L39027',57" 228051'34" 237040',1" 242d2'22" 299047',12" 261030'5" 267015'19" 358055'23" 324016',5" 211036'50" 270052'29" 272022',43" 285013'4" 247033',22" 27400',40" 282043',33" DISTANCE TO STATION s00.00' 500.00' 301.59' 343.67', 432.50' 2L7.69' 302.s4', 245.47', 440.44', 4410.$', 387.02' 3A7.O2', 4L7.39', 492.40', 2L9.72', 156.18' 88.60' 193.78', 577.59', 2L4.49', 61.51' 155.60' 168.78', 251.18' 300.52' 469.Oz', 166.36' 141.58' sts s2ol20/BP1 BP2 BP3 BP4 BP5 BP6 BP7 BP8 BP9 BPlO BPl1 BP12 BP13 BP14 BP78 BP79 BP66 BP67 BP68 BP69 BPTO BPTL BP72 BP73 BP74 BP75 BP76 BP77 sLs s20l20/BP1 5 PLOT2 142016',38" 160041'16" 188033'54" 2LO"56'42" 21504'.32" 214039'1" 207042',4L" 194028'14" 182013',30" L74054',25" 165039'36" 155037'55" 155037',55" 262013',59" 252013',59" 262013',59" 262013'59" 262013',59" 262013'59" 262013'59" 251046'28" 324029',29" 34503'31" 28030'26" 38010'53" 0026'5" 33"10'14" 28044',5" 228052',7" 223013'55" 204058'21" 198052'28" 182025',18" 251046'31" 336044'20" 309044'21" 181.81' 211.56' 180.51' 331.86' 341.31', 463.06' 367.64', 357.86' 326.92' 159.01' 480.49' 37L.2L' 37L.2L', s00.00' 500.00' s00.00' s00.o0' s00.00' s00.00' L73.Og',
 118.00', 82.33' 211.80' 260.39' 200.16' 61.27', 169.95' 75.38' 361.67', 375.74'.
258.t7', 209.82 L27.12 300.31 260.7L 325.875 sLs s2ol20lBPts BP16 BPLT BP18 BP19 BP20 BP21 BP22 BP23 BP24 BP25 BP26 BP27 BP28 BP29 BP3O BP31 BP32 BP33 BP34 BP35 BP35 BP37 BP38 BP39 BP4O BP41 BP42 BP43 BP44 BP45 BP46 BP47 BP48 BP49 BP5O BP51 BP15 BP16 BPLT BP18 BP19 BP20 BP2L BP22 BP23 BP24 BP25 BP26 BP27 BP28 BP29 BP3O BP31 BP32 BP33 BP34 BP35 BP36 BP37 BP38 BP39 BP4O BP41 BP42 BP43 BP44 BP45 BP46 BP47 BP48 BP49 BP5O 6 I BP51 BP52 BP53 BP54 BP55 BP56 BP57 BP58 BP59 BP6O BP61 BP62 BP63 BP64 BP65 BP66 BP67 346023',55" 7033',35" 304022',42" 348"27',3t" 3202',32" 73014'10" 770La',39" 6800'32" 70027'5" 58"9',33" 48033'24" 66028'20" 62"1'19" 6201'19" 67032'39" 62032'15" 331.55' 185.23' 720.O6', 387.52', r75.35', s0s.o6' 40L.24', 782.93'.
s37.83' 516.30' 447.43', 565.69' 398.36' 398.36', 561.13', 44L.94', 4205'1" 386.0s' BP52 BP53 BP54 BP55 BP56 BP57 BP58 BP59 BP6O BP61 BP52 BP63 BP64 BP65 BP65 BP67 sLs s2ol20lBPts 7 SCHEDULE 2 MASTER PLAN I 8 MASTER PLAN Staff & Employee Residences I g ac F Whale Eay Upscale Tourist Chalets Conference Centre Tourism Hotel 1 Tourism Resort { tl fp o= Ds a.i Sports & Recreation: Visitor / Local 1)*7-^ laE ,6 q Bo" a 14"\.
9'.2 l,r M d ev e Tou St AP artme nts v as I The Peninsula City Project ("the Development") shall at all times and in all phases of its execution confbrm with the letter.

spirit and broad vision of this Joint Venture Agreement ("this JVA").

including the Social Impact Guidelines and the Environmental Guidclines, in order to produce a flourishing.

Tourism-oriented community. ")


The points of departure for the Development shall be the information and guidelines set fo(h in the Feasibility Study ("the FS") and the Financial Performance Analysis ("the FPA").

refened to in this JVA but modified in scope so as to reflect the changes in the shape, dimensions and naturc ofthe Peninsula City Site occurring since these documents were produced.

9 3.
9 3.

In conformance with Clauses l4-16 of this JVA, in which PCL is granted planning permission by GoSL to proceed at its sole discretion with the planning, design, implementation and development of the Site, the PCL Board shall implement the Urban Planning component of the Master Plan, consistent with the Social Impact Guidelines and the Environmental Guidelines, with regard to installing and maintaining the following elements of the Development: 3.
I - site layout, including roads, pathways and parking areas; 3.2. intra-Site infrastructure and utilities provision: electricity, water, waste water and Intemet; 3.3. urban zoning: tourism hotels, visitor- and locally-oriented recreational and entertainment centres, tourism chalets, villas and apartments, staff and employee residences, tourism- supporting retail and commercial centres; 3.4. public services provision; 3.5. landscaping, parks and open spacesi 3.6. phased development as set out at Clauses 6 and 7 below.
4.

Likewise in conformance with Clauses l4-16 of this JVA, PCL shall implement the Amenities component of the Master Plan, consistent with the Social Impact Guidelines and the Environmental Guidelines and under which the PCL Board at its sole dissetion and cognisance shall design, build, operate and maintain any or all of the following buildings.
structures and amenities comprising the Master Plan per the schematic displayed above: 4.1. hotels; 4.2. conferencecentre; 4.3. performing arts centre; 4.4. tourism chalets.
villas and management accommodation: 4.5. staff and employee residences; 4.6. restaurants, cafes, bars, night clubs, casinos, spas and children's care; 4.7. tourism-focused shopping mall, other retail premises, banks, cinema and other entertainment; 4.8. museum of artefacts and other rarities; 4.9. professional buildings; 4.10. free-trade diamond, gold and jewellery centres for Tourism clientele; l0 4.11. sports.
recreation and leisure centres, geared for visitors and the inhabitants within the community; 4.12. medical polyclinic serving the Tourist trade and the inhabitants within the community; 4.13. holistic wellness centre; 4.14. public service buildings (police, tire, administration, etc.)
4.15. the Peninsula Tourism Hospitality Training Institute; 4.16. community cenlre for those who are in possession at Big Water and employees on the Site: 4.17. modem market lbr those who are in possession at Big Water and staff and employees on the Site: 4.18. supplied accommodation for those who are in possession at Big Water; 4.

19. helipad and marina; 4.20. any and all other buildings, structues and amenities such as are appropriate to the achievement of the PCL Aims.

5.

For clarity.
5.

For clarity.

the Site as leased in this JVA cannot support: 5.1.

A third hotel as envisaged in the Feasibility Study for the original site of640 acres, by reason of lessened demand in the smaller allocated Site.

Two of the originally envisioned three hotels shall be constructed; 5.2.

A golfcourse and golf club as envisaged in the Feasibility Study.
Such a facility requires approximately 126 acres, which is manageable within 640 acres but would take away too much accommodation and amenity space from the allocated Site for viability.

6.

The various Phases ofthe Development as set out in Clause 7 below will be undertaken either consecutively or concurrently.

They reflect a set of priorities for the emergence of Peninsula City as a functioning Tourism destination.
In broad terms, but subject to alteration by the PCL Board, the Phases below represent the priorities of PCL: ll 6) I o o 7.

The Phases of the Development 7.1.

Phase l: Mobilisation and Site Preparation 7 .1 .l .

Site Demarcation and Security 7.1.2.

Geological, Topographical and Environmental Surveys 7 .1.3.

Town Planning and Micro-Planning: Intemational Architect / Local Architects 7 .1.4.

I nfrastructure Installation 7.2.

Phase 2: Northwest Sector 7.2.1.

Hotel I ' ***+r 7 .2.2.


Conference Centre / Performing Arts Centre / Artefacts Museum 7.2.3.

Upscale Tourism Chalets and Villas 7.2.4.

MidJevel Tourism Villas and Apartments - An Upscale Tourism Amenity 7.3.

Phase 3: North Sector 7 .3.1 .

Staff and Employee Residences 7.3.2.

Community Centre / Modem Market 7.4.

Phase 4: East Sector 7.4.1.

Shopping Mall / Entertainment Centre 7.4.2.

MedicalPolyclinic 7.4.3. Business / Professional / Civic Centre 7.4.4.
Hotel 2' *** - A hybrid Amenity, catering for Tourism and Business Travellers 7.5.

Phase 5: Northeast Sector 7.5.1.

Peninsula Tourism Hospitality Training Institute 7.6.

Phase 6: Southern Sector 7 .6.1.

Mid-level Tourism Villas and Apartments 7.7.

Phase 7: Central Sector 7 .7.1.

Midlevel Tourism Villas, Apartments and Management Accommodation 7 .7 .2.

Sports / Recreation t2 8.

Resettling of those who are in possession at Big Water 8.

I .
I .

Directly across the Peninsula Highway from their present location 8.2.

Timing will dovetail with the flow of the Development 9.

Green Areas 9.1.

Nature Preserves 9.2.

Parks and Woodlands within and between Sectors 9.3.

Eco-farming near the Site Main Entrance 9.4.

The Green Beh 10.

Development Objectives 10.1 .

Initial Development: establish a presence and image for Peninsula City, and create demand 10.2.

Expanded Development: demand driven 10.3.


Sector by Sector Development Strategy: objective is to maintain tranquillity in built areas I 1.

Critical Milestones The following are "Critical Milestones" as referred to in this Agreement.

All periods start from the Effective Start Date.
Period l 8 months Milestone Significant progress with Phase I 3 years 6 months Significant progress with Phase 2 6 years Significant progress with any other phase "Significant progress" shall mean that design, building and construction works for any given Phase are on average approximately 50% underway, that building works are ongoing, and that I it is reasonable to conclude that the Phase will be fully completed within three years of the expiry ofthe relevant period.

12.
12.

Any modifications to Master Plan, the FS and the FPA effected by the PCL Board may take into account the input of architects, town planners, project managers, quantity surveyors, sub- developers, sub-JV partners.

the Executive Developer and the conditions on the ground and in the immediate environment of the Site.

13.
13.

The above caveats notwithstanding, it is agreed between the Parties that PCL shall use best endeavours to maximise the potential ofthe Site to the greatest degee possible in conformance with Clause I above while retaining the right to adapt the Master Plan as necessary to preserve profitability for the Shareholders per the PCL Aims as set out at Clause 4.2 of this JVA.

l3 SCHEDULE 3 INVESTMENT t4 INVESTMENT All periods are calculated from the Effective Start Date.

In broad terms.
In broad terms.

and subject to the provisions of this JV Agreement on financing the Peninsula City Project, the sums below to be directly invested by PGL approximate to one third ofthe build cost of Peninsula City Project whose total development cost is estimated to be $135,000,000.

It is anticipated that PCL will finance a further 50% of the developrnent costs through loans with banks such as African Development Bank and the final 20% through agreements with commercial third parties (e.g.
hotel groups paying in part or full the construction costs ofhotels).

This Schedule should be read in conjunclion with the Master Plan which sets out, in broad terms, the phased zonal development ofthe Site.

I'eriod Aggregate Overall Investment by the Investor Consortium I 2 months I I $ I 0 million 24 months $20 million 36 months $30 million 48 months $38 million 60 months $45 million For the avoidance ofdoubt.
PGL may advance sums into PCL if so requested by PCL in excess of the above and in which case Clause 27 of this JV Agreement shall apply.

t5 SCHEDULE 4 SOCIAL IMPACT GUIDELINES I t6 SOCIAL IMPACT GUIDELINES 1.

The Parties to this Agreement mutually commit to ensuring that the reasonable needs and aspirations of the those who are in possession at Big Water ('the Occupants") are taken into account and responsibly addressed.

2.
2.

The Peninsula City Cornmunity Advisory Board ("PCCAB') as defined in Clauses 78-80 of the JV Agreement shall act as the body representing the interests of Lawful Occupiers when dealing with PCL and GoSL.

It shall meet no less than twice per year.

3.

The following principles shall apply when GoSL or PCL interacts with the Occupants: 3.1.
Sustainable new accommodation shall be provided to the Occupants which is better or equivalent to that of which they are presently in occupation, at no cost to such persons and directly across the Peninsula Highway to their current accommodation; 3.2.

The sustainable new accommodation shall take the form of structures provided by PCL without charge to the Occupants which the Occupants shall be responsible for fitting out: 3.3.
There shall be full and advance consultation with the Occupants as regards their resettlement and a plan shall be drawn up in consultation with PCL and PCCAB prior to implementation; 3.4.
Where an Occupant has the appropriate skills and experience, or demonstrates aptitude and appetite such that he or she is suitable for employment by PCL, such a person shall be given favourable consideration for employment by PCL provided such does not offend any laws of Sierra Leone as regards discrimination or employee selection; 3.5.

Occupants employed by PCL will receive on-the-job training at PCL's cost.

3.6.
3.6.

A grievance procedure for individual complaints shall be established which shall be overseen by PCCAB; 3.7.

PCL and GoSL shall pay proper and due regard to the views of PCCAB; 3.8.

Special provision and consideration shall be given to disadvantaged or urlnerable Occupants who may be more adversely affected by resettlement than others; 17 3.9.

Subsistence farming shall be allowed on the Sile in zones prior to their development in accordance with the Master Plan.
Where the produce of such farming is of a suitable quality to be used by restaurants or other facilities on the Site, PCL shall give favourable treatment to purchasing such; 3.10.

For Occupants who have farmed for a substantial period of time on the Site, PCL and GoSL shall use all reasonable endeavours to frnd them equivalent land close to but outside the Site and Green Belt.

4.
4.

PCL shall take proper account of the Resettlement Guidance and Good Practice of the European Bank for Reconstruction and Development including in particular Performance Requirement 5.

18 3.9.

Subsistence farming shall be allowed on the Site in zones prior to their development in accordance with the Master Plan.

Where the produce of such farming is of a suitable quality to be used by restaurants or other facilities on the Site, PCL shall give favourable treatment to purchasing such; 3.10.
For Occupants who have farmed for a substantial period of time on the Site, PCL and GoSL shall use all reasonable endeavours to find them equivalent land close to but outside the Site and Green Belt.

4.

PCL shall take proper account of the Resettlement Guidance and Good Practice of the European Bank for Reconstruction and Development including in particular Performance Requirement 5. t8 SCHEDULE 5 ENVIRONMENTAL GUIDELINES l9 ENVIRONMENTAL GUIDELINES I .
The Parties to this Agreement mutually commit to ensuring that the built, landscaped and natural environment of the Site and the Green Belt is consistenl with the standards and guidelines set out in the policy paper "African Development Bank Group's Policy on the Environment" dated February 2004 alnd any other policy of the Aliican Development Bank relating to environmental policy in capital development projects.

2.
2.

Energy provision to Peninsula City shall be as clean and sustainable as current technology permits.

with the ultimate objective ofbeing as close to 100% sustainable as possible.

3.

All vehicles entering and moving about the Site shall be fully electric powered with the exception of 3.1 .
vehicles required for supplying and managing the construction of buildings and amenities on the Site: 3.2. vehicles required for making deliveries larger than those that can reasonably be collected from the entrance to the Site; 3.3. hybrid vehicles, which may access the Site until such time as fully electric powered vehicles become reasonably affordable and commonplace.

4.
4.

Petrol and diesel powered vehicles coming to Peninsula City, apart from those exempted above, shall park in lots to be provided adjacent to the Site, and the occupants will transfer to electric powered shuttles and scooters covering the Site that shall be readily available for the purpose.

5.

Water provision to Peninsula City, and waste water management, shall be as clean and sustainable as current technology permits.

6.

All cabling within the Site shall be laid underground.

7.
7.

All buildings within the Site shall be as anergr efficient and sustainable as cunent technolory permits.

8.

The town planning shall be such as to preserve as many of the existing trees on the Site as possible and to create landscaped and natural parklands as an integral feature of the Peninsula City design.

9.

Planting programmes to effect reforestation will be undertaken where possible.

10.
10.

To the extent reasonably possible, all structures on the Site shall not rise significantly above tree height with the exception of the Perforrning Arts Centre and cerlain other "iconic" buildings to be decided between the Parties and the Project's Architects.

20 11.

Further Environmental Guidelines and Practices shall be adopted by the Board from time to time, whether in the course of normal business or as Reserved Matters following the requisite procedures.

12.
12.

PCL will at all times remain fully acquainted with the standards and regulations of the Sierra Leone Environmental Protection Agency ("EPA") and will at all times be responsible either to meet or exceed them.

13.

Where any substantial landscaping of the Site occurs, PCL shall consult with EPA to ensure that such landscaping is consistent with the policies, regulations and standards ofEPA.

2t SCHEDULE 6 COMMUNITY ENDORSEMENT OF THE RELEASE OF LAND 22 COMMUNITY ENDORSEMENT OF THE RELEASE OF LAND I .
Lettcr of 2l June 2013 (further signatories added 28 September 2015) '6*lt t9.api t n-.tu t Nl Y"ato 'sr!

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;-('<o'JM F;\ K-*.. G t *trA i ] .l''' .- 1,a 23 l. Text ofthe above Letter The Stakeholders Big Water Village York Rural District Constituency 93 Freetown 2l'r June 2013 'fhe Hon.

Minister Minislry of Lands.


Counlry Planning and the Environment Youyi Building Brookfields F'reetown Dear Sir, COMMI.II{ITY ENDORSEMENT OF THE RELEASE OF LAND AT BIG WATER, WESTERN AREA RURAL DISTRICT, TO PENINSULA CITY LTD F-ollowing meetings with the Gemstone Group from 2010 to date with regard to the Proposal put forward by Peninsula City Ltd for our Community Development, it has pleased us, the Elders, Stakeholders and Community at Large, to lend our support to this important and historic Project.
In furtherance of our wholehearted support of the Project, we request that the Govemment of Siena Leone, through the Ministry of Lands, oversees on our behalf the provision of the Benefits offered to our Community by Peninsula City Ltd and agreed by our representatives.

As a strong manil'estation of our commitment to the Project, the undersigned have been authorized on our behalfto sign this document suppodng the release of land to Peninsula City Ltd. 3.
Subsequent to the signing of the above letter, in February 2017 it was confirmed by the then Minislry of Tourism and Cultural Affairs, and agreed with the Big Water, Black Johnson and York communities, that the local communities would henceforth liaisb with the National Tourist Board of Sierra Leone.

4.

Visits to the Site from 2018 to 2020 by Ministers and officials of the Ministries of Tourism and Lands-representing the Govemment of H.E.

Julius Maada Bio-re-confirmed this Endorsement.

5.
5.

Further provision lbr community representation will be through the Peninsula City Community Advisory Board ("PCCAB") as defined in Clauses 78-80 oflhis Agreement.

24 SCHBDULE 7 VACANT POSSESSION 25 VACANT POSSESSION l. Chinese Installations on the Site l.l.
MTCA, NTB and/or MLHCP shall require that the managers of the Chinese installations in the northwest quadrant of the Site shall, at no cost to PCL: 1.1.1. demolish the faclory buildings and all residences of management personnel, including excavating the foundations; and I .l .2. vacate the Site.

removing all building materials, factory equipment and waste materials.

2.

Examination of the Site 2.1.

MTCA, NTB and/or MLHCP shall forthwith examine the Site, taking note ol all buildings.
structures, plots of land (whether cultivated or not) and persons in residence or occupation on the Site.

tbr the purpose of determining which persons have any legal right or licence to the land or any part of it, or the buildings or structures on it, whether by reason ofa grant of freehold, leasehold, tenancy or other right in the land or by reason of longstanding or continuous occupancy of land or buildings on the Site.
This shall include investigating whether any natural or legal person has rights over, on or below the Site including but not limited to mining rights, farming or fishing rights, rights of tillage, rights to waste extraction.

rights of way, easements and wayleaves.

2.2.

Upon conclusion of the examination, MTCA, NTB and/or MLHCP shall produce a report lor the PCL Board setting out the results ofthe above examination.

3.

Steps to provide Vacant Possession to PCL 3.1.
Upon carrying out the steps in Clauses 2.1 and 2.2 above, MTCA, NTB and/or MLHCP shall, using all lawful powers at their disposal including those conferred on them by reason ofthe desigaation of the Site as a TDA, and the Constitution 1991 3.1.1. cause the demolition of all buildings, shacks, sheds or other structures on the Site as and when PCL require it (taking account ofClauses 3.3 and 4.1 below); 3.1.2. take all steps necessary to remove persons from the Site who have no rights in land, structures or buildings on the Site; 26 VACANT POSSESSION l. Chinese Installations on the Site I .l .
MTCA, NTB and/or MLHCP shall require that the managers of the Chinese installations in the northwest quadrant ofthe Site shall.

at no cost to PCL: l.l.l.

demolish the thctory buildings and all residences of management personnel, including excavating the foundations; and 1.

I .2. vacate the Site.

removing all building materials, factory equipment and waste materials.

2.

Examination of the Site 2.1.
MTCA, NTB and/or MLHCP shall forthwith examine the Site, taking note of all buildings, structures, plots of land (whether cultivated or not) and persons in residence or occupation on the Site, for the purpose of determining which persons have any legal right or licence to the land or any part of it, or the buildings or structures on it, whether by reason ofa grant of freehold, leasehold, tenancy or other right in the land or by reason of longstanding or continuous occupancy of land or buildings on the Site.
This shall include investigating whether any natural or legal person has rights over, on or below the Site including but not limited to mining rights, farming or fishing rights, rights of tillage, rights to waste extraction.

rights of way, easements and wayleaves.

2.2.

Upon conclusion of the examination, MTCA, NTB and/or MLHCP shall produce a report for the PCL Board setting out the results of the above examination.

3.

Steps to provide Vacant Possession to PCL 3.1.


Upon carrying out the steps in Clauses 2.1 and 2.2 above, MTCA, NTB and/or MLHCP shall, using all lawful powers at their disposal including those conferred on them by reason ofthe designation ofthe Site as a TDA, and the Constitution l99l 3.1 .l .
cause the demolition of all buildings, shacks, sheds or other structures on the Site as and when PCL require it (taking account ofClauses 3.3 and 4.1 below); 3.1.2. take all steps necessary to remove persons from the Site who have no righs in land, structures or buildings on the Site; 26 3.1.3. ensure that any legal claims of natural or legal persons to any part of the Site are surrendered, cancelled, forfeited or otherwise annulled, consistent with the provisions of Clause 3.3 hereinbelow and save as set out in Clause 3.1.5 hereinbelow for those who are in possession at Big Water; 3.1.4. for those persons who do have legal rights in land, buildings, structures or otherwise on the Site other than those who are in possession at Big Water, initiate and reach agreement with said occupiers over their relocation, or in default, the compulsory acquisition of their buildings, structures and plots of land (taking account of Clauses 3.3 and 4.1 below); 3.1 .5. reach agreement with those who are in possession at Big Water for their resettlement to new sustainable dwellings provided by PCL directly across the Peninsula Highway from their present location.
Accommodation provided by PCL for said Occupants, without cost to them, will take the form of a structure which the Occupants shall be responsible for fitting out.

3.2.

In taking the above steps, NTB shall take account of the Social Impact Guidelines (Schedule 4).

3.3.

As set out in this Agreement, PGL shall subsidise GoSL with the costs of any compulsory acquisition by GoSL of legal title to parcels of land on the Site in strict adherence to existing statutes, practices and payment rates.

4.
4.

Miscellaneous 4.1.

As set out in Clause l0 of this Agreement, by reason of the intended phased and zonal development of the Site it is recognised, in particular in relation to the those who are in possession at Big Water, that it may not be necessary or indeed appropriate to resettle them until a certain period oftime, possibly substantial, has lapsed.
Accordingly, Vacant Possession does not mean that the Site has no structures or buildings on it or persons in occupation but rather that PCL has the legal right in a marmer that it sees fit and at a time it considers appropriate to compel (whether acting through itself or through NTB or any other MDA) the physical demolition of buildings, structures and the removal and./or relocation ofpersons from the Site.
27 SCHEDULE 8 FISCAL INCENTIVES & PROVISIONS 28 FISCAL INCENTIVES & PROVISIONS l. Corporate Income Tax PCL shall be entitled to corporate tax relief for a period of ten (10) years, commencing the Effective Start Date of this Agreement.

2.

Accumulated Losses / Loss Carry Forward Losses incurred by PCL in a given year shall be offset and carried forward for adjustment against any future income for a period not exceeding ten (10) years.

3.
3.

Withholding Tax on Payments to Contractors (Service Providers and Goods) PCL shall witbhold taxes from payments to its suppliers and other contractors in accordance with the Income Tax Act 2000.
However, upon written application to the Commissioner-General, PCL shall be granted a withholding tax exemption for the services of highly skilled experts whose services are not readily available in Sierra Leone subject to an approved scheme for skills transfer to Sierra Leoneans, consistent with the provision of Section 49 of Financ e Act 2021 .

4.

Withholding Tax on Dividend Payments PCL shall withhold tax on dividends paid to shareholders in accordance with the lncome Tax Act 2000.

5.
5.

Withholding Tax on Interest Payments PCL shall withhold taxes on interest payments at the rates prescribed in Part IV of the First Schedule or Part II of the Second Schedule of the lncome Tax Act 2000 (as amended).

6.

Advance Withholding Tar on Imports PCL shall be entitled to exemption fiom the payn,ent of five-and-a-half (5.5%) withholding tax (or at the otherwise prevailing rate) on the CIF value of their imports subject to Section l14 of the lncome Tax Act 2000 (as amended).

7.
7.

Capital Allowances PCL shall be entitled to capital allowance deductions for depreciation at a rate of forty percent (40%), twenty percent (20%o), twenty percent (20%) and twenty percent (20%) for the first, second, third and fourth years respectively on all plan!

machinery, and equipment" consistent with Section 39 of the lncome Tax Act 2000 (as amended).

29 8.
29 8.

Personal Income Tax for Sierra Leone Rcsidcnt Employees All Sierra Leone resident employees of PCL shall be subject to Pay-As-You-Eam (PAYE) Tax consistent with Part I ofthe First Schedule ofthe Income Tax Act 2000 (as amended).

9.
Personal Income Tax for Foreign Employees Income eamed from a source in Sierra Leone by expatriates and by other foreign employees shall be subject to tax at the rate specified under Part I of the Second Schedule of the Income Tax Act 2000 (as amended), provided that the foreign national is in employment for a period of 183 days or less, but in cases utrere the employment exceeds 183 days, the normal PAYE schedule shall be applied in computing the Personal Income Tax liability, consistent with Part I ofthe First Schedule ofthe Income Tax Act 2000 (as amended).
10.

Import Duty on Plant Machinery and Equipment PCL shall, for a period of five (5) years commencing the Effective Start Date of this Agreement, be exempt from import duty on plant machinery, equipment and other high end construction materials required for set up and development of the project which are not available locally.
However, for the grant of the exemptions, PCL shall provide the Ministry of Finance in advance with details of the bill of quaatities for the construction and development of the project, as well as importation plans for materials required for every six months.

ll.

Goods and Services Tax PCL shall be subject to Goods and Services Tax (GST) in accordance with the Goods and Services Tax Act 2009.
However, in the event that PCL pays GST on goods and services for which an exemption is provided in the law, it shall be entitled to claim refunds from the National Revenue Authority; otherwise PCL's refund claims may be used to offset its other tax liabilities.

12.

Iivestment Allowances PCL shall be entitled to a deduction as invesfinent allowance in accordance with Section 40 of the lncome Tax Act 2000 (as amended).

30 13.
30 13.

Other Allowable Deductions PCL shall be entitled to claim deductions against chargeable income in amounts equivalent to the following percentage expenditure: 13.1.

Actual expenses incurred in respect of environmental and social impact mitigation and/or environmental protection and restoration: one hundred percent (100%).

13.2.
13.2.

Cost of educating and/or training citizens of Sierra Leone who are fi.rll time employees of PCL and part time employees of PCL but bonded to PCL on completion of such training and./or education.

Education or training shall not include primary or secondary school education and shall be relevant to the employment ofthe trainee concemed and include on-the-job training and shall include one hundred percent (100%) of the wages ofan employee serving an apprenticeship course approved by GoSL.

13.3.
13.3.

Any expenses incurred on research and development by PCL up to the extent of profits of the sarne year the expenditure is made: one hundred percent (100%); but any unclaimed amount shall not be available for future deductions.

13.4.

Any expenses incurred on the tmining of local staff in an approved training course conducted by PCL up to the extent of proflts of the same year ttre expenditure is made: one hundred p€rcent (100%); but any unclaimed amount shall not be available for future deductions.
13.5.

Any expenses on social services, such as the building of schools and hospitals, and any investment that is outside the scope of the original investrnent and which would be also available to the general public for use free of charge, up to the extent of profits for the purposes ofthe Income Tax Act 2000: one hundred percent (100%).

13.6.
13.6.

The actual cost of the remmeration payable to any physically or mentally disabled employees, up to the extent of the profits of the year in which the expenditure is made: .

two hundred percent (200%); but any unclaimed amount shall not be available for future deductions.

13.7.
13.7.

Any expenses in relation to the following activities in respect ofthe costs incurred in the overseas promotion of Sierra Leone as a tourist destination, for the purposes of income tax, shall be eligible for deduction from profie of one hundred percent (10070) of the cost incurred up to the extent ofprofits of the same year the expenditure is made: 13.7.1.

Overseas advertising, publicity and public relations work; 13.7.2.

Supplying samples abroad, including delivery costs; 31 13.7.3.
Undertaking export market rcsearch; 13.7.4.

Preparing tenders for supply ofgoods overseas; 13.7.5.

Supplying of technical information abroad; preparing exhibits and participation costs in trade or industrial exhibitions, virtual tmde shows and trade portals; and fares for overseas travel by company employees for business; 13.7.6.

Maintaining sales offices overseas for promotion; 13.7.7.
Hiring professionals to desip packaging for tourism purposes, subject to the company using local professional services; and 13.7.8.

Participating in trade or industrial exhibitions in the country or overseas.

14.

Non-stabilisation PCL shall, from time to time, pay all other taxes not covered by this Agreement.

15.

ECOWASLevy Commencing the Effective Start Date of this Agreement PCL shall pay the ECOWAS levy on its imports, as applicable.

16.
16.

Pension and Social Security Contributions All Sierra Leone resident employees of PCL shall be subject to pension contributions in accordance with the National Social Security and lnsurance Trust Act, 2001.
5L SCHEDULE 9 VOCATIONAL TRAINING )) VOCATIONAL TRAINING A complementary objective of the Peninsula City Project is to provide vocational and job taining appropriate to the Tourism sector of the Sierra Leonean economy, with a view to stimulating enterprise development and creating widespread employment.
Peninsula Tourism llospitality Training Institute ((the Institute") The Institute will equip Sierra Leoneans to work in hotel management, resort development, culinary arts and catering, spas, recreation and marketing.

It is envisioned that the Institute will be operated as a satellite campus of one of the prestigious Swiss hospitality academies.
Additional Training: Peninsula City Employees on the Site Managrng, operating and maintaining the Tourism resort, Tourism amenities and related Business entities on the Peninsula City Site will employ up to 2,500 Sierra Leoneans, including but not limited to the those who are in possession at Big Water.

These amenities and entities will provide on-the-job training to their employees, taking each to the highest level ofhis or her capacity.
For exceptionally talented employees, these amenities and entities will sponsor specialist college education and create tailored mentoring programmes, including the nurturing and encouragement of those exhibiting entrepreneurial drive and aptitude.
34 I t ANNEXES JOINT VENTURE AGREEMENT GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE PENINSULA GROUP LIMITED PENINSULA CITY LIMITED ANNEXES ANNEXE 1 LEASEOFSTATELAND ANNEXE 2 FEASIBILITY STUDY Executive Summary .....2 .....15 ANNEXE 3 FINANCIAL PERFORMANCE ANALYSIS Executive Summary .....24 ANNEXE 1 LEASE OF STATE LAND (Unsigned Copy) 2 NO FILE REF D.R.B.
DATED THE DAY OF APRIL 2023 THE GOVERNMEI{T OF SIERRA LEOI{E oHE LESSOR) TO PENINSULA CITY LIMITED (rHE LESSEE) LEASE AGREEME T FOR TWO (2) PLOTS OF STATE I-AND SITUATED OFF PENI SULA ROAD AT BIG WATER VILLAGE I THE WESTERN AREA OF THE REPUBLIC OF SIERRA LEOI{E. DIRECTOR OF SURVEYS AND LANDS MINISTRY OF LANDS, HOUSING AND COUNTRY PLANNING YOUYI BUILDING FREETOWN J THIS LEASE AGREEMENT is made on the day of April, in the Year of Our Lord Two Thousand and Twenty Three (2023) in accordance with the State Lands Act o.19 of 1960 as amended by the State lands (Amendment) Act No.37 of 1961 and further amended by the State Lands (Amendment) Act No,18 of 1963 and the Development of Tourism Act 1990 BETWEEN HON.
TURAD SENESIE, Minister of Lands, Housing and Country Planning and HON.

UEMUNATU BABY PRATT, Minists of Tourism and Cultural Affairc, (administrator of the Lease herein) acting for and on behalf of the Government of the Republic of Sierra Leone (hereinafter referred to as "the Lessor" which expression where the context so admits shall include their successors-in-title and lawful assigns) of the One Part and PEI{SINUI-A CITY LIMITED.
a Company incorporated under the Laws of Sierra Leone Companies Act No.5 of 2009 Company No- SLE080917PENIN 1701091 of l Lakka Beach Road, Goderich, Freetown, Sierra Leone.

represented by its Director, GEOFFREY PHILIP SIMON (hereinafter referred to as "the Lessee" which expression where the context so admits shall include its successors-in-title and lawful assigns) of the Other Part (together "the Partiesl.
WHEREAS: THE MINISTRY OF TOURISM AI{D CULTURAL AFFAIRS has been allocated two (2) Plots of State Land (per Schedule 1) acquired by the Government of the Republic of Sierra Leone and situated off Peninsula Road at Big Water Village in the Western Area of the Republic of Sierra Leone (together "the SiteJ to be used for touristic purposes; ii.

THE LESSEE IS DESIROUS of being granted a Lease for the development of a state.of-$eart tourisrn-orienH new o'ty on the Ste C'lfie DevelopmenU); iii.
THE LESSOR HAS ISSUED a No Objection for the turtherance of the Development by the Lessee; and iv.

THE LESSOR AND LESSEE HAVE AGREED, and are committed, to enter into a cooperative and profit-sharing agreement between themselves determining the nature, course and detail of the Development ("the Joint Venture Agreement'); then it WITNESSETH AS FOLLOWS: 1.
THAT IN CONSIDERATION of the rent reserved and conditions herein contained and on the part of the Lessee to be paid and performed and observed, the Lessor hereby demises unto the Lessee the Site belonging to the Lessor C'this Lease Agreement') for the term of twenty one (21) years commencing on the 1* day of June.
2022 and ending on the 31* day of May 2043 C\he Lease Term"), yielding and paying during the Lease Term the annual reserved rent C\fie Lease Renf) of a notional Ten Thousand United States Dollars (US$10,000) Govemhentof Sierr.
leoF ninsula City Limited 2 4 paid in its equivalent in Sierra Leone Leones, reflective of the Lessot's 15olo profit sharing participation in Peninsula City over the life of the Development, with an upfront payment of Twenty Thousand United States Dollars (US920,000) being the Rrst two (2) years of the Lease Rent, (the receipt for which sum of money the Lessor hereby acknowledges and confirms) and with options to renew for two (2) further Lease Periods per Clauses 4.2 and 4.3 of this Lease Agreement.

2.
2.

THE LESSEE HEREBY COVENANTS WITH THE LESSOR.

AS FOLLOWS: 2.1.

TO BUILD environmentally friendly structures for the operation of tourism-related and urban amenities, consistent with and in accordance with the loint Venture Agreement.

2.2.

TO RELOCATE those who are in possession at Big Water in sustainable housing adjacent to the Site, and to offer them job training and employment, in accordance with the Joint Venture Agreement.

2.3.
2.3.

TO PAY the Lease Rent as stated above without any deduction or set off annually to the NATIONAL REVENUE AUTHORITY on a date as agreed by the Pafties.

2.4.

TO REPAIR AilD KEEP lll TEIiIANTABLE REPAIR any structure erected or placed upon the Site (damage by fire, flood, tempest or other unforeseeable occurrence per Clause 7 below, or fair wear and tear throughout the Lease Term, is excepted).
2.5 TO PERMIT the Lessor's duly authoris€d Agents at a reasonable and convenient time, on giving seven (7) days' prior notice in writing to the Lessee, to enter upon and examine the state and condition of the Site and to give or leave upon the Site for the Lessee notice in writing of all defects and want of reparation therein found for which the Lessee may be liable hereunder and the Lessee shall within fourteen (14) days thereafter make good or commence making good such defects and want of reparation.
Within two (2) months of the execution of this Lease Agreement, the Lessee shall complete an aerial photographic survey of the Site exhibiting its condition at hand-over.

2.6.

NOT TO USE the Site as security for any liability during the Lease Term unless otherwise agreed in writing between the Parties.

2.7.
TO II{SURE AND XEEP INSURED at all times during the Lease Term against loss or damage by fire, flood, special perils and other specified risks the Site and the amenities thereupon to the full value thereof and whenever required to produce to the Lessor the policy of such insurance and receipt for the last-paid premium and cause all nonies received by virtue ti|€ of any such insurance to be forthwith laid out in rebuilding and reinstating the said Site and amenities thereupon as they were before the destruction or damage in respect of which such monies shall have been received.
Govemm.nt of Si.rra Leone-Peninsul.

City Limit d 3 5 2.8.

THAT THE LESSEE shall not do or permit to be done or suffered within the Site anything which may be or become an inconvenience or nuisance to the Lessor or ocorpiers of adjoining properties and buildings.

2.9.
2.9.

AT THE EXPIRATIOI{ OF THE LEASE TERM to deliver up to the Lessor the Site and all of the Lessor's fixtures and additlons thereto (except fior the fixtures, structures and equipment erected or placed upon the Site by the Lessee) in such repair as shall be in accordance with the covenants hereinbefore contained and in compliance with the terms of the Joint Venture Agreement.

2.10.
2.10.

TO FULLY IMPLEiIENT the Local Content Policy in the execution of th€ Development, in accordance with the Joint Venture Agreement.

2.11.

TO PAY the legal costs of the preparation and registration of this Lease Agreement.

2.D.

fO CARRY OUT the performance provisions set out in the loint Venture Agreement that govern the conunuance of this Lease Agreement and the Lease Term, including but not limited to those requiring fulfilment within one year of signing this Lease Agreement.
3, THE LESSOR HEREBY COVENANTS WITH THE LESSEE AS FOLLOWS: 3.1.

THAT, CONSTSTENT WrrH THE CROWN LANDS ORDrl{AilCE 1960, this Lease Agreement subject to applicable law, expressly confers upon for all such purposes as the Lessee shall at its and provides to the Lesse€, sole discretion require for the Development: 3.1.1.

The right b aess and use the wabr cf arry spnnS, d\€r, lake or s0ream either lying upon or under the Ste or running onto or under the Sib; 3.1.2.
The right to access and use the foreshore of the Adantic Ocean and the banks of the Whale River that abut the Site; 3.1.3.

The right to .rccess and use the waters of the Auantic Ocean ard Whale River extending out 300 metres from said foreshore and banks respectively; and 3.2.

THAT THE SITE IS LEASED BY THE LESSOR, TO THE LESSEE WITH VACANT POSSESSION consistent with the terms of the Joint Venture Agreement.

3.3.
3.3.

THAT IHMEDIATELY UPON FULFILI{E]{T BY THE LESSEE Of thE performance provisions set out in the loint Venfure Agreement that require fulfilment within one year of signing this Lease Agreement, subject to the Lessee's application, the Lessor shall facilitate and implement for the Lessee the Licence applicable and required under The Non-citizens (Interests in Lands) Act 1961 for the lawful extension of the Lease Term bepnd the initial Lease Term.

baaa Arracm€nt Gov..nm..rt of Slc.r.


L@nc--+.nlfl.uli clty llmltcd 4 6 3.4.

THAT THE LESSEE PAYING THE LEASE RENT and observing and performing these several conditions and covenants and stipulations herein contained shall peaceably hold and enjoy the Site during the Lease Term without any interruption by the Lessor and without any person(s) claiming under through or in trust for the Lessor.

4.

PROVIDED ALWAYS AND TT IS HEREBY EXPRESSLY AGREED AS FOLLOWS: 4.1.
THAT IF TllE LEASE REI{T or any part thereof shall be in arrears and become unpaid for Twenty One (21) days after becoming payable (whether formally demanded or not), or if and whether there shall be any breach of covenants on the part of the Lessee herein contained, it shall be lawful for the Lessor to commence Termination Proceedings in accordance with Clause 8 of this Lease Agreement.
Such Termination Proceedings shall be without prejudice to any rights or remedies which may then have accrued by either Party in respect of any antecedent breach of the covenants herein contalned.

4.2.

THAT THE LESSOR HEREBY GRANTS TO THE LESSEE AN OPTION ("the Optionl to extend the Lease Term, as set out in Clause 4.3 below.
4.3, IF THE TESSEE SHALT BE DESIROUS of exercising the Option upon the expiration of the Lease Term hereby granted, the Lessee shall, consistent with the terms of the Joint Venture Agreement, give the Lessor notice in writing not less than six (6) rnonths prior to the expiration of the Lease Term hereby granted and the Lessor will, at or before the expiration of the Lease Term and if there shall be no subsisting breach of any of the Lessee!
obligations under this present Lease Agreement and at the cost of the Lessee, grant to the Lessee an extendd lease of the Site for a further term of forty nine (49) years ('the Extended Lease TermJ, to commerrce upon the expiration of the Lease Term hereby granted, and to include an option for a third term of forty nine (49) years ("the Third Lease Term).

The Lease Rent for both the Extended Lease Term and the Third Lease Term shall be renegotiated to an increase of not more than 10o/o.

4.4.
4.4.

ANY NOTICE TO BE GIVEN TO THE TESSEE BY THE LESSOR shaI| be well and sufficienHy given through a letter addressed to the Lessee and delivered by hand to the Site or to 1 Lakka Beach Road, Goderich, Freetown, or to such other address as is supplied by the Lessee to the Lessor.

Any Notice to be given to the Lessor shall be deemed well and sufficiently given if sent by the Lessee though a letter addressed to the Lessor at its usual or last known place of business in Sierra Leone.
Laara Agrcemcnt Govcrnm.nt ol Si.rrr L.onc-P.nin3ul.

City Limit.d 5 7 5.

APPLICABLE LAW: 5.1.

SUBTECT TO ANY SPECIFIC PROVISION HEREIN, this Lease Agreement and any dispute arising therefnom shall be governed by the laws of Sierra Leone.

6.

SETTLEMENT OF DISPUTE: 6.1.

ANY DISPUTE BETWEET{ THE PARTIES conceming the interpretation and execution of this Lease Agreement ("the Dispute') shall be settled amicably by negotiation between the Parties.
If the Dispute cannot be seftled by negotiation between the Parties, it shall, at the request of either Party, be submitted to arbitration in accordance with the Arbitration Act Cap 25 or existing Arbitration Act of the Laws of Sierra Leone ('the Arbitration") by way of notice in writing on the other Party to the Dispute ("the Notice of Arbitration').
6.2 IN THE EVENT that the Dispute is refened to Arbitration pursuant to, and finally settled under, the Arbitration Act cap 25 of the Laws of Sierra Leone, then the Parties further agree that: The number of Arbitrators shall be three (3): 6.2.1.

The Claimant shall nominate and pay for one (1) Arbitrator and the Respondent shall nominate and pay for one (l) Arbitrator; 6.2.2.
The third and impartial Arbitrator shall be appointed by the Master and Registrar, High Court of Sierra Leone, at the written request of either Party to the Dispute, who shall select said third Arbitrator from a recognised international Firm of Arbitrators mutually acceptable to the Parties.

The third Arbitrator shall preside as Chairman of the Arbitration panel and the cost and expenses of the third Arbitrator shall be shared equally betwe€n the Parties; 6.2.3.
The seat or legal place of the Arbitration shall be in Freetown, Sierra Leone.

The language of the Arbitration procdings shall be English; and 6.2.4.

The award of the Arbitration tribunal shall be final and binding upon the Parties from the date it is made.

The Parties undertake to carry out any award immediately and without any delay and waive irrevocably their right to any form of appeal or review of the award by any state court in so far as such waiver may validly be made.
ludgement on the award of the Arbitration tribunal may b€ entered and enforced by any court of mmpetent jurisdiction.

LaJa A9rc6m€nt Govcrnmont ot SiGrru Lcon..-+cnlnlul.

City Limltcd 5 8 7.

FORCE MA'EURE: 7.1.


IT IS AGREED AI{D DECI-ARED that any failure on the part of either the Lessor or Lessee to fulfil any of the terms aM conditions of this Leas€ Agreement shall not give the Lessor or Lessee any claim against the other or be deemed a breach of this Leas€ Agreement in so far as such failure arises from Force Majeure.

7.2.
7.2.

IF THROUGH FORCE MATEURE the fulfilment of any of the terms of this Lease Agreement is rendered impossible, the period of such delay shall be added to the relevant term of this Lease Agreement.

7.3.
IN THIS COI{TEXT, FORCE MATEURE MEANS, without limitation: an Act of God; peril of air, land or sea navagauon; action of the elernenE including storm, flood, earthquake, ground cave-in and subsurface pollution; explosion, fire, terrorist or reb€l activity or other hostilites; war (declared and undeclared), blockade, insurrection, civil commotion or riot; medical emergency including epidemic and pandemic; revolution, embargoes and other unlawful actions against either Party; and any other cause which the Party affected could not reasonably foresee.
prevent or control, 7.4. i{OTICE OF FORCE }IAJEURE: Any event of Force Majeure must be notified in writing by the affected Party to the other Party within seven (7) days of the date when the event became an event of Force Majeure, or if later, the date when the affected Party should reasonably have known of the event of Force Majeure.

7.5.
7.5.

SUCH I{OTICE SHALL SPECIFY: the nature of the event; what is required to remedy the event; the estimated time to cure or overcome the event; and the obligations that cannot be properly or timely performed on account of the event.

8.

TERMINATION: 8.1.


IF A PARTY ("the Terminating Party") wishes to terminate this Agreement pursuant to any breach of the Terms of this Agreement it shall deliver a Preliminary Termination Notice to the other Party specirying in reasonable detail the grounds for termination and the date upon which the Terminating Party proposes to terminate this Agreement (which shall not be earlier than ninety (90) days, and not more than one hundred (100) days, after the date of the Preliminary Termination Notice).
8.2.

THE PRELIMINARY TERMINATIOil NOTICE shall initiate a period during which the Parties shall consult in good faith with a view to agreeing what steps may be taken in order to remedy or mitigate the consequences of the event or events prompting or entiding the Terminating Party to deliver the Preliminary Termination Notice ("the Remedy Period).

Laa- AgEanrGot Govcrnmcnt of Sicrra laona--+GniBula City UmlH 7 9 8.3.
IF AFTER THE END OF THE RE]IIEDY PERIOD thE evENt Or EvENtS prompting or entitling the Terminating Party to deliver the Preliminary Termination Notice have not be€n cured, the Party that delivered the Preliminary Termination Notice may at any time deliver a further notice to the other Party terminating this Lease Agreement ('the Lease Agreement Termination Notice') with immediate effect subject to any court order and consistent with and in accordance with the loint Venfure Agreement.

8.4.
8.4.

OBLIGATIONS UP()N EXPIRAnON OR TERMINATION: upon the expiration or earlier termination of this Lease Agreement, the Pafties shall have no further obligations or liabilities hereunder except for obligations or liabilities that arose prior to, or arise upon, such expiration or termination and obligations or liabilities that expressly survive such expiration or termination pursuant to this Lease Agreem€nt and in accordance with the loint Venture Agreement.
9, EXECUTION AND DEUVERY OF THIS LEASE AGREEMENT: 9.1.

IF EXCCUTED IN COUNTERPART this Lease Agreement shall be deemed binding.

9.2.

EXECUTION BY THE MINISTER OF TOURISM AND CULTURAL AFFAIRS on behalf of the Government of the Republic of Sierra Leone is authorised by the Minister of Lands, Housing and Country Planning consistent with the Crown Lands Ordinance, 1960.

9.3.
9.3.

THE LESSOR SHALL TAXE ALL NECESSARY STEPS to put into effect the terms of this Lease Agreement, including procuring the adherence and agreement of all third parties insofar as it lies within the power and ability of the Govemment of the Republic of Sierra Leone.

lThis Space lntentionalty Left Elankl LG..G graaficm Govemnrcnt of Sierru L€onc-+.nintul.
City Limid 8 IO rl{ WITNESS WHEREOF as of the date first above stated: Signed sealed and delivered by the LESSO& representing the Govemment of the Republic of Sierra Leone: HON.

TURAD SET{ESIE Minister of Lands, Housing and Country Planning HON.
MEMUNATU BABY PRATT Irlinister of Tourism and Cultural Affalrs In the presence of Name Address Occupation Signature Signed sealed and delivered by the LESSEE: The Common Seal of the withan-named Lessee PEilINSUII CITY Lll.tITED is hereunto affixed in the presence of: GEOFFREY PHIUP SI'ION Director ALIE SAMUEL FORAY TORONKA S€cr€tary LG.ia lgrccrnent GoEmmcnt of SlG.r!

L.orE-Prninsul.
City tlmit d 9 ll SCHEDULE 1 ALL THOSE TWO (2) LEASEO PLOTS OT STATE LAND situatg lying and belng off Peninsula Road at Big Water Village in the Western Area of the Republic of Sierra Leone, bounded as follows: PLOT 1 Of 91.8487 ACRES STARTING from Property Beacon marked SLS 52Ol2O BP4 at the north-westem extremlty of Plot 1 and following Peninsula Road east to Property Beacon marked sLS 520/20 BP14 at the northern entrance to the Bridge at Big water; THENCE following the northern shoreline of the whale River estuary westward to Property Beacon marked sLS 520/20 BPl; THENCE due north to the Starting Property Beacon marked 5L5 520/20 BP4' PLoT 2 OF 263.9793 ACRES STARTING from Property Beacon marked SLS 520/20 BP15 at the southern entrance to the Bridge at Big Water and following Peninsula Road south to property beacon marked SLs 520/20 BP28; then extending in a skaight line west-southwestward to Property Beacon marked SLS 520/20 BP36 at the eastern edge of the Lagoon; THENCE excluding the Lagoon to the north and resuming from Property Beacon marked SLS 520/20 BP46 at the western edge of the Lagoon to Property Beacon marked SLS 520/20 BP50 at the shoreline of the Atlantic Ocean; THENCE following the shoreline north and east to the Starting Property Beacon marked SLS 520/20 8P15.
FROM STATION L BPl BP2 BP3 BP4 8P5 Bp5 8P7 BP8 8P9 BPlO BPl I BP12 BP13 BP14 8P78 BP79 BP66 I I PLoTl cotoNY BEARING 359"57'49" 359'57'49" 359'57'49" 85'13'59" 58"24'42" 55'39'20" 78'49'10" tot'42'44" 120"34'1" 120"34'1" 124'50'48" 124"!g:48" 139'27',57" 228"51'34" 2t7'40'1" 242d2'22" I L + 299"47',12' 1 DISTANCE TO STATION 5(x).m' 500.00' 301.59' 343.57' 432.50' 217.69' 302.54' 245.47', 440.44' 440.44' 387.02', l87.OZ' 417.39' 492.40' 2t9.72', 155.18' 88.60', sls s2ol2olBPL BP2 BP3 BP4 BP5 BP5 Bp7 BP8 BP9 BPlO BPII BP12 BP13 BP14 BP78 BP79 BP6q BP57 I l I 1 I LG5r.
A!racment Go!,.mrnrmt ot Sicr.

lrorE-p.ninruh Clty Limlt d t0 t2 BP67 BP68 BP69 BPTO BP71 BP72 BP73 BP74 gP75 BP76 BP77 BP15 BP16 Br17 BP18 BP19 BP20 BP21 s!

?2 8P23 B?24 BP25 BP25 aP27 BPZS BP29 BP30 BP31 BP32 BP33 BP34 BP35 BP36 BP37 Bp38 BP39 BP40 BP41 BP42 BP43 BP44 BP45 BP46 aP47 BP48 t t I 261"30',5" ] 267"19'19" I 35a"SS'21" ll i tro"tr'r" i I zrr"rs'so" I li I ?7o:s2 2s'l I ztz"zz'al" ) lzSs'13'4" 'l ,or'rr'rr" 1 't .
274"0'40" zaz'ogrr" ] .l prorz I I I 142"15'38" 160"it 1'16" 1E8"33'54" 210'55',42" 215'4',32" 2r4':]9'l " 207"42',4t" 194"2814" 182'13'30" t74"54'25" 165'39',36" 155'37',55" 155"37',s5" 262'13',59" 252"13'59" 262'13's9" 252"13's9" 262'13'59" 262"13',s9' 262"13'59" 251"46'28" I I L I t- I 124"29',29" 345'3'31" 28'30'25" 38"10'53" o"25'5" 33'10'14" 28'44'5" 22a"52',7" 223"13'55" 204"58'21" 198"52',28" lE2'25'18" 251'45'31" 193.78', s77.59'.

214.49' ql.
214.49' ql.

!1', 155.60' 168.28' 2 51.181 300.52' 4q9.02' 16!.1-6' 141.58' 181.81' 211.56', 180.51' 331.86' 341.31' 453.06' 167 .64', 357.86' 326.92' 159.01', 480.49', 371.21', 371.21' 5(x).00' 5m.00' 500.00' lm.qo' s00.00' 5(x).00' r?3.9e' 118.00' q2.3!'
211.80' 260.39' 2q0.tq' 6t.27' 169.9s' 75.38' t6t.67', 375.74', 258.17' 209.82 t27.L2 300.31 8P58 BP69 BPTO BP71 BP72 BP73 _.1 BP74 BP7' BP'6 BP'7 sLs s20l20/BP1 sts 520/20l8P15 BPl5 BPTT BP18 BP19 BP20 BP21 aP22 BJz1 8P24 BP25 BP26 gP27 BP28 BP29 BP3O 8P31 8P32 BP33 BP34 8?3!

BP36 BP!7 BEq BP39 BP49 BP41 BP42 BP4l BP44 B?4s BP45 BP47 BP48 BP49 1 l Le!

!e Agrcemrnt Governm.r* of Si€.r6 l€on.--F.hin.ul.

City Lhnftcd 11 l3 fr t-- BP49 BPSO BP51 BP52 BP53 BP54 8P55 BP56 8P57 BP58 BP59 !qqq BP5!
BP52 BP63 qP61 BP55 sP6q BP67 336"44'20" 309'44'21' 345"23'55" 7'33'35" to4"22'42" 348'27'31" 12"2'12" 73'14'10" 77'11'39" 68"O'32" 70.27',s" 58"9'33" tt8"33'24" 65'28'20" 62'l'19" 62'1'19" 67'32'39" 52'32',15" 42'5',1" 1 2@.7t t25.575 331.55' 185.23' 720.ffi' 3A7.57', 175.35' 505.ffi' 401.24' 782.93' s37.83' 516.30' 447.4!
', 56S.69' 39r.36', 398.36', 59-r'111 411.e4' 385.05' I I I ,l- 1 t I BP!0 BPSl BPt2 BP53 BP54 BP55 BP55 BP57 BP58 BP59 BP6O BP6I 8P62 BP53 BP54 BP65 BP66 BP67 srs 520/20/8P15 l- i I 1- I .

:,,I \ J-.

i#-,'- .-/,r --t -'l{, .'}

I l, l, I , *tr [a.r Agrudia, Govcrnmcnt ot SiGrr.


Laorlc--PlninrrL CltY Llmit.d t2 t4 ANNEXE 2 FEASIBILITY STUDY Executive Summary l5 Peninsula (iroup Limited Peninsula C'ity, Sierra I-eone Septernbcr 21117 I'XE(]TJ-I-IVI' Sf'M MAIIY l6 b- The Peninsula City Site t7 Penin.ulx (:ro D Limih,(l Pr.ninsttla ( itr.

Sirlr r l.eonc Scplcmher 2lll7 I PENINSULA CITY We were commissioned by Peninsula Group Limited ("the Sponsors") to undertake a nurke( and hnancial appraisal ofthe proposed Peninsula City.
a tourism-oriented mixed- use project in Sierra [-eone.

Peninsula City is to be developed on a site ofapproximately (rfi) acres ('the Site") on the coaslline to the south offte capital Freetown, in the Westem Area Peninsula.

A new highway linking the capital to the Site is due lor completion next year.

lt will reduce theioumey time to approximalely 30 minutes.

Pcninrulx ( il!.
Pcninrulx ( il!.

Sicn Sitc L0cdtion Rclatirc t, l-ronr f rNloriIr Ir t l I l, P€rrirssb Gty s The Sponsors have identifred a remarkable site of rare beauty, presenting a unique opportunity to create a new city away fronr the congestion of Freetown bul highly accessible due to the new highway.

In our opinion Peninsula City has the potential to become one of the most significant and important tourism developments in West Africa.
The Govenrnrent olSiena Leone (GOSL) has shown slrong support for the proiect, as evidenced by a Memorandum of Understanding between the Ministry ofTourism and Cultural Affairs and the Sponsors, which confirms that the Site will be designated as a Tourism Development Area, and commits GOSL to pursue lhe development of Peninsula City with the Sponsors as a Public Private Pannership.
The table overleaf summanses the clurrers that form the built environnrent ofPenin*rla City, and the nrap overleaf shows the conceptual location of the various componens.

This has been assessed based on tlre Sponsors' requirements for the Site, and calculated based on the bes use for the Site, taking into account current and perceived funre demand and supply: 1 18 'lril Prnih\ul,l Croup l-imilrrl Prninrule ( ir1.
Sicrra Lcont Scptcmh(r 2lll7 Pcninruh Cih, sl$rrr Lcone Lrrnd f rcs 3 Hot.ls, including r6ort Upper Upscale: Boutique: Lilrlited ser\ice Tot8l 300 roonrs Performihg Arts Centre PeDinsula fittiversiaJ' Tourist Villes Rcridsnti{l Uhits Ret.il tlnits Ofllce Units Restaurants 3.705 sq.m.
50,ffn sq.m l-lppcr llpscale Mrd-ran8e npartrte ls and houses l5- 100 sq.nr 30- l0O ry.m 3O-(,0 sq,m Source: W Ikxpitality Gtnup b€st use estimates 650 people 5.00O sludents 120 unils :t2 units 4l rmits 25 units l2 uni(s The scheme will create a new city, incorporating a wide range of complementary property uses which result in synergies--lhe customeB of one will gercrate revenue for the others.

The mix oluses ensures that the ovemll scheme is well-balanced and susainable.

Pcninrula Citl'.
Pcninrula Citl'.

sicrrd Lcoor Propo.,rd Sitc t rdgc .brl| a{r6:!rs.t rt <dr,64 a hlbtnt arB ..6 rt b. ,'!Jc.d tr h* o.__ :,It:!!

I I t t ir t ., 1 l9 Pcninrul, Group Limitrtl Prhinruh C ilt.

Slerr.

l-eonr scnlemhcr 2ltl7 As a comprehensive mixed-use development, there will be a variety of visitors to and residents of Peninsula City: guess staying in the hotels (business, leisure, conference delegates and others), students and taculty of the University, oflice tenants.

shoppers.
shoppers.

residents of the apartsnents and houses.

persons atrcnding events et the Performing A15 Centre.

and the rmrltitude ofother people lhat contribute to a vibrant scheme.

2 FINANCIAL PROJECTIONS We proiect the income streams from the commencment of the development through the usual IGyear pattem, which we summarise to 2025 below.

as follows: Hoacl I (EBITDA) Hotel 2 (EBITDA) Hotel 3 (EBITDA) Tourist Vilhs @BITDA) Resideoces (!rlrs) R.liteur.nh (net rcnt) Perf.
Artr Certre (EBITDA) Unherslt) (EBITDA) Retail (nel rcnt) OIfices (ncl rcnt) TOTAI, IN('ONIE Ptnin.rrla ( irr.

Sitrra Lrunl Sumornrr ( n\h ll'l$ (t S!)

- .tclunl \ rirr \ nlur\ 2010 2023 2022 2021 3.812,130 4.002.717 288.287 7 t3.509 749. t85 5.010,09 t 1.729,170 1.7-31,765 t.514.2q) 4..388.950 4,608.-197 5.376,464 20.846 168.955 21.889 l77.,l0l 46.924 569.718 2024 5,825,610 r.129.170 1.7-11,765 2.316.863 5_645.287 54,298 1,083,524 2.t87,91 I 2.297 -101 9.447.67 4 17.
'729.465 20.5.r7 216.798 21.564 227.618 t2,r06.tt9 81,2 r0 2:19,0 t 9 t06.985 250.970 25.7,1t,945 36.474-sJ7 2,496.147 r 1,529,637 1.857,757 ll,58l I rrr.rar I I rrs.rze I 2025 5.975,219 2.109,660 2.054,515 2.4_r 2,706 5.927,551 62,7t4 l. t I7.700 t8.615.939 r24.8t5 t6l.5t9 38,70,1J59 - At actual year values (i.e.

including inflation) the total development cost is USS 153,1(10.901i, broken down for each year as follows: P$inruls Clt,.
Sierre Lcone Phrucd Dctelopucol Cost (t S$) - Actual l crr l alur.r 20t8 2019 2020 2021 2022 lo23 21t21 2{t25 Hotel I Holtl 2 Hotcl3 Tourirt villas ResldeDces Reslaurrnts Perf.

Arti Centrc Uritersit!

Retril Ofliccs l2,l2l.2u) 9.5,15.445 10.022.7t7 3.822-m0 4.01 :1.
I 00 1.276.fi)o 4.586.400 3.6t t.790 2.21(r.710 2.-1,18.5('6 1.698.992 3.883.942 4.078.119 1.644.401 1-761 .466 .1.674.670 3.858.,l{13 4.051.t24 4.253,890 2.262.930 92. t0 t 69.075 l8t.r21 190.189 19.q82 :r.82-l ..t | 6 4.0t4.5117 9.621.250 15.156.

(,l9 26.524.083 104.020 271.05 t 2n6.704 120-4 t6 61.2ll{ 919.065 246.505 Arkll.

hftestructurc 52.5(Xr 1.102.500 TOTAI COST 28,t94.950 43,139.771 50.208,809 ?.82t.036 8.2t9-438 8.289.860 4.317,t08 2.262.930 20 'lril P(.nln{lll{ (;toup l,imitrrl Pcninrrrlr ( ih.
Sirtrr I rrrnr' Scnl.m}tr 2ltl7 For each component, we have assumed that the developmenl is firnded with a debt to equity ratio of50 per cent, and interesl rales of 8 per cent per annum.

Furlher, we have assumd an annual growth rate of 5 per cent on income.

The total income and expenditure between 2ol8 and 2025, in aclual year values, is: Prnioruh Citt.
sicrrr Lcoor Slmmsrl ln(ome.rrd Erp€oditure (Uslolllr) 20tE 20t9 2020 202t Total lncomc 2-491 I 1.530 Totrl Expcnditure 28_895 41.t40 50.209 Annlel Brknce (28.895) (43.140) (47.712) 7.828 :1.?02 20'22 t2.106 8.2 t9 lo23 2024 2025 25.

't 49 16.415 .18.?M 8.290 4.1t 7 3.887 17.459 :12.t57 2.261 l(r.J4l The leveraged pre-tax internal rate of retum for the project is 20.6 per cent- This is an average lor the project as a whole.

We believe that this will be attractive to investors.
The cornpleted gross development value of the project in 2025 values (once all the components are operational) is approxinrately US$430 million.

The total construcaion cost.

in actual year values and including a contingency allowance.

is approximately US$ 185 million.

The full lo-year cash flow is provided in the main report as Appendix l .
3 RECOMMENDATIONS AND ESSENTIAL ACTION POINTS Full support from GOSL is essential to the success ofPeninsula City, and underpins not only its viability, in terms of the retums to investors, but also the returns that Sierm Leone will receive.

including: .

.job creation: .

community support: .

direct and indirecl economic multipliers: .

(,ax income: .

skills development: o establishment ofSMEs and others in rhe supply chain; .

enhancemenl ofland values on adjacent land: .


provision ofa benchmark ofquality for further tourism proiects: .

promotion of Sierra Leone as a destination for lourism and general investmenl.

Whilst the project has a large tourism component (which has the added benelit of gen€rating foreign exchange from international visitors) it also has a significant social component, in particular lhe proposed Peninsula University, with its three core vcalional lraining srreams devoted to gemstones.
apparel and hospitality.

In addition, Peninsula City will include a community centre and a medical centre, for use not ody by those within the proiect itsell.

but also by the surrounding pnpulation.

2l 'lr{) Ptoinrul, (;rollp I iinitcrl Prninruh ('itr- Sir:rrr Lronr Sqrlemhrr ,ll l?

lnvestors will recognise that these componenls are essential if (he project is to be viable as a whole, and that non-comnrercial sources of finance (grants.

concessionary loans) may be available for such facilities.
lnveslors will also consider the following added benefits (which have not been factored into our analysis): Our financial pro.iections assume that the residential properties will be sold to provide immediate cash flow for the development ofthe overall projecl.

Should the Sponsors decide not to sell some or all of the residences.

but instead lease them on short term controcts (6 to l2 months).

this would reduce short-ternr income.

bul would enhance overall residual values.


Expansions to components such as Hotel I , the retail mall and the offices would be possible, should demqnd levels indicate that such would be warranted, al a lower unit cosl than the original build, and therefore generating a higher retum.

The design should allow for such expansion.

which is perfectly feasible on this large site.

According to the Sponsors.

a casino licence has been pre-approved by GOSL.


and could be part ofthe leisure attractions in the proiect.

There is sufficient space on the Sile to include a golf course and club house.

The positioning of the built conlponents should take inlo account the possible future layout ofa golfcourse.

which in the meantime will be parkland.

Other revenue-generating sources may be identified as the design and developnrent of the project evolves.

ln additron, it should be noted that GOSL has conhrmed.
in correspondence with lhe Sponsors.

that the Peninsula City pro_iect will benefit from a number of fiscal investment incentives.

in accordonce with the provisions of the Siena Leone Finance Acts of 20 I I -201 3, and that the length of time that the incentives are provided (e.g.

l0 years for relief lrom corporate tax) could be extended.

These tax incentives have not been factored inlo our calculations, but could make an important contribution to the investmenl relums.
In order to move lhe project forward.

and belore any further investment is made.

the Sponsors are strongly advised to obtain Cabinet-level ratificalion of the Public Private Partnership (PPP) Agreement between GOSL and the Sponsors, including (bul not limited to) such critical terms as: .

A sulllciently long lease ofthe project site.

on financeable ternrs: in our view a lease ofno less than l9tl years is appropriate for a project of this magnitude.
ln addition, confirmation of the intention to introduce legislation to Parlianrenr to enable designation of the site as freehold- .

Designation ofthe Site as a Tourist Development Area.

1 22 'lr{) Prninrtl:r (;r$uI l.imit(d ['cnin.uh (-iat.

Sicrre l-rolr(' S$plcmhrr ,{ll7 .

GOSL'S delivery of the Site rx'ith vacant possession in timely fashion.

together with indemnities which hold the Sponsors harmless in respect 10 any claims that may arise with regard to land rights and usage.

.
.

Approval for the construclion and operation ofall envisioned components ofthe proiect as detailed in the MOU (in effect, planning consent for the development)- .

A commitment to connect water, electricity and internet to the Site.

o Confirmation of the intenlion to designate the Gemstone School of Siena Leone.

part ofPeninsula University, as a tax-free zone.
x -21 ANNEXE 3 FINANCIAL PERFORMANCE ANALYSIS Executive Summary 24 Peninsula City I F i n a nci al P erform a n ce Analysis and Stakeholder Be nefits Presented by MOORE STEPHENS z5 Peninsula City Financial Perfo rmonce Analys is Preface Moore Stephens Sierra Leone has been instructed by Peninsula Group Limited to provide a Financial and Pcrformance Analysis (*the FPA") of its proposed Peninsula City Public Private Partnership with the Govemment of Sierra Leone, to be known as Peninsula City.
The emphasis of the FPA is to quantify the stakehol&r benefits of Peninsula City for the nation of Sierra Leone, with particular regard to the employment numbers and tax revenues to be generated by the project and its countrywide multiplier effects, throughout its first l2 years from 2019-2030.
The FPA draws on information provided by: (a) A Feasibility Study for Peninsula City commissioned fiom W Hospitality Group, London / Lagos; (b) Peninsula Gmup Limited; and (c) The resourccs ofMoore Stephens Sierra lrone.

Since the Feasibility Study was complete4 certain elements have been added to the "Urban Community" sector of the project (see pl3-14).
Time did not permit us to work up detailed figures, but we can confirm tlrat these elements will add to the income, employment and tax revenue calculations quoted below.

The FPA has been prepared for Peninsula Group Limited by the Managing Partner of Moorc Stephens Sierra Leone, David Carew, and Director Dr Babafemi Aaron-Johnson, assisted by Assistant Managers James Sawyerr and Isha I Mansaray.

In our view, ttre project is viable and will bring significant value to Sierra Leone.
David Carew Freetown, 30 May 2019 MOORE STEPHENS p.2 26 l'r'ltturrtl.r ( tl1 I lrtrtrtt tttl I't't ittt tn0ttt r ,-lrrrrlt'rrr Headline Reports L. Project Totals Direct Employees Estimated Indirect Jobs Created: (see National Multiplier p.l2 ) 2,376 Over 12,0fi) Tax Revenues to GoSl.

201 9-2030: $90,830,9r7 2.

Sector Sub-Totals: Construction + Operations Mobilisation Employees.
lu TaxRevenues: $1.810,100 Economic Driver l: Tourism Resort Employees: 704 Tax Revenues: $58,501,088 Economic Driver 2: Urban Community Employees: 1,055 Tax Revenues: $17,837,05J Economic Driver 3: Peninsula University (a sector-based Vocational Training lnstitution) Employees: 45J Tax Revenues: $12,682,676 Economic Driver 4: Peninsula Corridor (included above) MOORE STEPHENS p.3 27 I'rtll tlt \ ll l. t ( ll\ I lit,trtt tttl I't t lttt tt tlut, .lttrtlV'.t Executive Summary Peninsula City is an exciting new 600-acre ocean-front developrnenl along the Western Area Peninsula, 30 knr south of Freetown.
The project is a Public Private Partnership with the Govemment of Sierra Leone ("GoSL") and will attract $500,000,000 of investment.

It will be a modern city including an upscale tourism resoft, three hotels, three residential districts, together wilh business, recreationa[, medical and educational facilities.

Peninsula City will serve as a rnodel urban development for Sierra Leone and West Africa, focused on creating the ftrture today.
The hotels will provide accommodation for West Africa's prerniere high-security conference centre.

A medical polyclinic will serve the Peninsula City population while catering for the expected influx of up to 500.000 people along the Peninsula Corridor, cornmencing in 2020.

A vocational training institution, Peninsula University.

will be located on the site, training students in the areas of diamond cutting, hospitality, apparel and nursing.

A future football acaderny is also envisaged.


Peninsula City will produce the following direct benefits lor Sierra Leone: I A highly desirable tourist destination that will finnly establish Sierra Leone as a global player in the tourisrn induslry- Directly and indireclly, up to 15,000 new jobs.

ln excess of $90.000,000 of new tax revenues to GoSL frorn 201 9-20-10.

Medical facilities for up to 500,000 regional residents.
Incrcased foreign inconre frorn a steady strearn of tou sts, conference delegates and event attendees.

A model, and catalyst.

for furthel responsible, sustainable development in the Westem Area.

Vocational training thal will equip Sierra Leoneans for employment, entetprise generation and ihe achievement of economic diversification in the nation's vital economic sectors.

MOORE STEPHENS p.4