Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698754610169.pdf (Sierra Leone)
L- A 3+6 LARGE SCALE LICENCE AGREEMENT between THE GOI'ERNMENT Otr' STERRA LEONE 8nd SL MINING LIMITED THIS AGREEMENT is made this day of Decentber 2017 between THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE represcnted by the Minister of Mineral Resources (hereinafter referred to as "GOSL") of the ONE PART, and SL MINING LIMITED, a limited liability company incorporated under the Laws of Sierra Leone with registration number SL26l0l6SLMIN00853 and with its registered offices at No.
26 Main Motor Road, Brookfields, Freetowu in the Westem Area of the Republic of Siena Leone (hereinafter referred to as which expressiou shall, where the context admits, include its lawful assigns and successors) ofthe OTHER PART.
WHEREAS a) By the Mining Licence as hereinafter defined, GOSL demised and granted to SL MINING the minerals contained in Schedule A thereto in the area described in Schedule A thereto according to the Programme of Mining Operations described in Schedule A thereto, together with the riglrts referred to therein for a term of twenty-five (25) years as from 29th March 2017 upon tbe terms and conditions therein stated, and b) SL MINING and GOSL have agreed to enter inlo this Agreement to confirm the terms and conditions upon which SL MINING sball conduct mining operations in the Mining Liceoce Area, (as hereinafter defined).
IT IS IIEREBY AGREED AS FOLLOWS: I E TABI,E OF CoNl'IiNTS I DEFIN]TIONS AND INTERPRETATION....................,............ Definitions.............. l.l 1.2 Interpretation.......... 2 RESPECTTVE WARRANTIES.,...

2.1 GOSL hereby represents and warrants to SL MINING that 2.2 SL MINING hereby represents and warrants to GOSL that 2.3 Breach.................... 3 MININGLICENCE....................... 3.1 ApplicationofMineralsAct..........-......-.. 3.2 Tenn and Renewal .
3.3 ExtensionofMiningLicence................... 3.4 Surrender of Mining Licence................-.. 4 GENERAL RIGHTS AND OBLIGATIONS OF SL MININC 4.1 CeneralObligations 4.2 Rights Incidental to Mining Operations..... 4-3 Restrictions on exercise ofrights under a mineral righa.. 4.4 Rightto Resettlement............................. 4.5 AccessoryWorksandInstallations......... 4.6 Export of Iron Ore Concentrates ........-..-.
4.7 AdmissionofPersonnel...-....................-.. 4.8 Govemment Protection and Assistance.. 4.9 hnportationofMachinery........... 4.10 ExportalionofEquipment........... 4.ll Protection ofthe Environment and Local Population..... 4.12 Reclamation and rehabilitation of lnined out arcas ......... 4.l3 Procurement...........-.
4.t4 Health and Safety... Community Development Projects ... 4.t 5 4.16 PerfomranceBond.... 5 l-ocome Tax ............ FtscAL PROVISIONS................................... ....... 5.1 Miningandsurfacerent.................................. 5.2 Royal(y................... 5.3 5.4 T.eatment of losses for lncome Tax purposes.

5.5 Withholdingtax...... 5.6 Capital expenditure allowances............-.......,..

5.
5.

'l Curreucyissues.,-... 2 .4 _4 .5 .5 .5 .5 .5 .6 .6 .6 .6 .6 .6 .7 .7 .8 .8 .8 .8 .9 l0 l0 ... l0 l0 lt ll ll ll t2 t2 t2 l3 t4 14 l5 .... l5 5.8 Basis ofAssessing and paying Inconre Tax.. 5.9 Limitation of charges on inrports............ 5. t0 Duties and Taxes on Fuel and Lubricants 5.

I I Reimbursement of itnport duties............ 5.12 Road user charges ........-.

5.13 hspectionfecs.-............--................... 5.14 Other taxes or fiscal impost 5.
I 5 Repatriation Holding and Introduction of Funds....... 5.16 Goods and Services Tax 5.17 Port, harbour dues or fees and stevedoring charges...-..................... 5.18 Community Development Fund and Additional Royalty payments.
5.19 National Social Security and lnsurance Trust - NASSIT 5.20 lnterpretation of fi scal advantages.......... 5.21 Ring Fencing 5.22 Capital Gains 6 CENERALPROVISIONS........ 6.1 Assignmenl and Change ofControl 6.2 Compliance with Minerals Act and other Acts ................. 6.3 Reporting................ 6.4 Creation ofSecurity Interesl ... 6.5 Prior Consent or Approval ....... .. .. 6.6 Confidentiality 6.7 ComptPractices.... 6.8 Joint review.
6.9 6.10 Revocation by the Govemment 6.ll Ratification and Arnendmenl ....... .. 6.12 Force Majeure.......... 5.13 Notices 6.14 Right of Tennination by SL MININC InterpretationandArbitratioD 6.r5 Applicable Law....... l5 t5 l6 t6 ..... l6 l'7 l7 t7 l8 t8 ,...._..., t8 l9 l9 l9 l9 l9 .19 .t9 .19 .20 20 20 20 2t 2t 2t 2l 22 22 .............22 22 3 i\ I DEFINITIONS AND INTERPRETATION l.l Definitiors In this Ageement the following expression shall unless the context requires otherwise, have the following nreanings: "Agreement'r means this Agreelnent, including the schedules hereto, which forrns an integral part of this Agreement, and references to this Agreenrent includes relerences to such schedules; "Applicable Law" means the law of the Republic of Sierra kone; "Arm'sJe[gth lransaction" means a contmct or agreemelll that has been arrived at in the narketplace betweetr independeut, non-affiliated persons in accordance with the Mining Licence and consistent with Sectiol 154 ofthe Minerals Act and ge[erally accepted intemational business practices.
For a (ransaction to remain Arm's-length for royalty purposes, it must b€ A[nr'slength during the entire period for which royalty is determined under Section 5.2- "Chrnge of Control" shall mean the consumnration of any transaction or series of transactions (including without limitaaion anyjoint venture, management arrangement, sale, merger or consolidation), the result of which is that Gerald lron Ore Ltd or any othcr group of shareholders that collectively beneficially own mole than 50% ofthe voting equity ofSL MINING before such transaction or series oftransactions ceases to (i) be beneficial owners of more than 50% of the aggregate voting equity ofSL MINING or (ii) have the power to direct or cause the dircction ofthe managemetrt and the policies of SL MINING; "Elfective Date of thiE Agreemelt" means the date on which this A$eement is ratified by Parliament as contemplated by Clause 6.1I ofthis Agreement; "Free on Board" is a term defincd under INCOTERMS 2010 published by the lntemational Chamber of Commerce and ureans point of shipment at the desigDated Sierra Leone offshore loading facility, including loading on to the ship, however excluding nrarine freight transport, insurance, unloading and tmnsportatioD frolll the aEival port to the final destination.
"Gerald Iror Ore Ltd" meam Gerald IroD Ore Ltd, a British Virgin Islands limited liability company, being as ofthe date ofthis Agreement, the 100% shareholder of SL MINING; "Income Tax Act" means The Income Tax Act, 2000 of the [.aws of Siena Leone, including any legislation amending the same or substitute thereof and all regulations and rules from time to time in force thereunder; "Independent Sole Expert" means an independent individual employee ofan internationally recognized mining or consulting firm competent on intemational mineral markets and prices as the Parties may agree in *riting, or failing such agreement, as shall be appointed for this purpose on tlre aPplication ofeither Party by the President of the Intemational Chamber of Commerce in London in accordance with the provisions for the appointment ofexperts under the Rules for Expertise of the Intemational Chanlber of Commercei "Minerals Act" nreans the Mines and Minerals Act 2009 ofthe lzws of Sierra Leone, including any legislation amending the same or substituted thercof and all regulations and rules from time to time in force thereunder.
"Mining Licerce" means Large Scalc Mining Licence NO ML.
0l/2017 dated the 29rhof March 2017 made between the GOSL of the one part and SL MINING of the other part and duly registered as No 9l2\l7 at palell7 in volunrel I of the Book of Mining Leases kept in the office of the Registrar of General, Freetown and as antended from tinle lo lilne; "Mining Lic€nce Area" means the area described in Schedule A ofthe Mining Licence and as set out in Schedule A hereto; "Minister" means the Minister responsible for mineral resources; "NMA" means the National Minerals Agency establishcd under the National Minerals Agency Act 2012.
"Nominated Suppliers,' nrean those independenl, unaflitiated entities, excluding banks and financial institutions, to bi provided by SL MINING fronr tinre to time and as amended from time to time thrcughout the project and supplying substantial goods aDd services to SL MINING on a long-term 4 basis, being the supply ofgoods and services for nrore than one year or involving a contract arnount in excess of US$ 1,000,000; "NRA" means the National Revenue Authority established under the National Revenue Authority Act 2002.
"Programme of Ivlining Operatlons" means the prograrrme of Dining operations as at the 29'h of March 2017 and set out in Schedule A to the Mining Licence entitled "Programnre of Mining Operations", and as shall be fur(her amended fronr tirrre to time pursuant to Section ll3 (l) of the Minerals Act.

"Reference Date" nreans 29n March 2017 and on 29'h March oleach following year.
1.2 Interpretatiorl Where the context so admits, words importing the singular shall include the plural and vicc versa RESPECTIVE WARRANTIES , 2,1 GOSL herebv reDrese[ls an d warrants to SL l\llNING tlat: a) Pursuaot to the Minerals Act, the entire property and control ofall rninerals in, under or upon the Mining Licence Area is vested in GOSL, which has the sole and exclusive right to gmnt a mining licence relating thereto, free ofany lien, claim, or other encuDrbrance; b) During the existence of the Mining Licence and this Agreement, no person has or shall have any mineral rights (as defined in the Minemls Act) or inaerests in respect ofany minerals located over.
under or upon the Mining Licence Area or to any improvements thereto, and GOSL generally agrees to indemnifu SL MIMNG against any and all loss or damage arising out of or in connection with any right or claim inconsistent with any such rights; c) SL MINING shall peaceably enjoy tbe Mining Licence Area wilhout intemrption by GOSL or by any other p€Ison or persons claiming or under GOSL.
or in trust for it, atrd shall haye the right during the term ofthe Mining Licence and this Agreement to explore for and mine iron ore and associated minerals.
No other person or enlity shall have the right to engage in any prospecting, exploralion or mining operations, or any other activities on, above or below the surface in the Miniog Licence Area during the term ofthe Mining Licence and this Agreement, 2.2 SL MINING hereby reoresents lnd warrants to GOSL that: a) SL MINING is a company duly organized, validly existing and in good standing under the laws ofSierra Leone and shall remain so tbroughout the duration of this Agreement.
SL MINING has all the requisite power and authority to execute and deliver tlris Agreement and to perfomr its obligations hereunder.

b) The execution and delivery by SL MINING of this Agreement and the performance of its obligations lrereunder lrave beeu duly authorized by all necessary corporate or other action ort lhe part of SL MINING, and no further consent or authorizrtion is rcquircd of the board of directors of SL MINING to authorize this Agreement.
c) Neither the execution and delivery ofthis Agreement nor SL MINING's conrpliance with the obligations contemplated hereby will conflict with or resull in a brcach or violatioo of: (i) the organizational documeots of SL MINING (ii) any provision of law applicabte to SL IVIINING on the date hereof or (iii) the terms of any material agreement to which SL MINING is a party or by which SL MINING is bound.
d) SL MINING has the linancial and technical capabilities to finance and carry out the Programme of Mining Operations in accordance with this Agreement.

2.3 Breach Any breach of representations and warranties in this Clause 2 shall be deemed to be a breach of this Agreement, subject to Clause 6.10 ofthis Agreement.
3 ]\TINING ICI]NCE 5 3.1 AoDlica tion f Nlirerals Act The provisions of the Minerals Act relating to nrining licences slrall apply to the Mining LiceDce, this Agreement, and any Additional Mining Licences, except to the extent that they are inconsistent with the provisions of this Agreement and the Mining Licence in which event the provisions of this Agreemert and the Mining Licence shall prevail.
As used herein, 'Additional Mining Lease'meaos any additional mining licence or licence or prospecting/reconnaissance licence granted to SL MINING pursuant to this Clause 3.1- 3.2 Term and Renewal The Mining Liceoce granted to SL MINING was granted initially for a period oftwenty-live (25) years as provided for therein.
It shall lhen be renewable for further periods of fifteen (15) ycars upon ao application made in writing by SL MINING to the Minister at least one year before the expiration ofthe original tenn, and each l5 year term, as applicable in accordance with Section t 12 ofthe Minerals Act.
Upon the making of an application to renew the Mining Licence, SL MINING or GOSL may request that certain of the terms of tbe Mining Licence or this Agrcement be amended aad shall negotiate the effecting ofsuch ameodmetrt (s) h good faith, it being undcrstood that tho existing terms ofthe Mining Licence and this Ageement shall remain in eflect until mutual agreement is reached or until it is determined that the Mining Licence shall not be renewed.
A decision not to renew the Mining Lease may be reviewed in accordance with Section 175 ofth€ Minerals Act.

Any revocation or non-renewal ofthis Agreement shall automatically constitute a sinrilar rcvocation or non-renewal ofthe Mining Licence and vice versa.

Revocation is subject to clause 6.10.
Extension of inins Licence Should the current holder or its successor of the rnineral right on the land area in a 25 (twenty five) kilomehe radius of the Mining Licence Area definitively surrender all or a portion of its rights to the surrounding area, or should the license be cancelled or cxpires, in such event, SL MINING shall be given the first right option to apply to GOSL for any additional reconnaissance licenscs, exploration licenses, small or large scale mining licenses specifically for iron ore, provided such areas do not fall within another conrpany's valid mineral right and providcd further that SL MINING makes such application within 60 days of w tten confirmation of such surrender, expiry or cancellation.
It is undemtood tlut the option to apply is no assrrance oftlre grant ofthose licenses, as referred to above to SL MINING, which such application will be disposed of as provided in respective provisions of the Minerals Act, northat the fiscal advantages contained in this Agreement shall automatically apply to ircn ore mined Eom lhese additional areas.
3.4 Surrender of l\lining Licence a) Subject to Section 5l of tbe Minerals Act, SL MINING may sunender all or part or parts of the Mining Licence Area included in the Mining Licence Area or an Additional Mining Licence at any timc during the term ofsuch Mining Licence and or Additional Mining Licence by notice in writing to the GOSL to that effect of not less than three motrths' notice; and upon such surender the lands surrendered shall cease to be comprised in or subject to the provisions ofsuch Mining Licence and or Additional Mining Licence.
b) Upon the surrender, expiration or other termination of the Mining Licence or of any portion thereoll SL MINING shall conply with any conditions slated in this Agreement or Schedules as regards the surrendered lands and be granted a period of not less than six months, or sucb longer period as the Director may specifi, immediately following such surrcnder, expiration or terminaiion in which to remove all or any ofits buildings, structures, plants, machinery, equipment or othq effects from the areas covered by the Miuing Licence or portion ofthe Mining Licetrce surendered, expired or terminated.
4 GENERAL RIGHTS AND OBLIGATTONS F SI, IlIINING ln addition to the other rights gra[ted by tbis Agreement, the Miuing Licence and the Minemls Act, and other applicable laws of Sierra Leone, SL MINING shall have the following rights: 4.1 General Obligations 6 -) a) SL MINING shall at all times perform its duties, obligatio[s and work in the Mining Licence Area with all due professional diligence and will use its best endeavours to achieye the best available intemational standards for operations and safety standards prevailing in the lnining industry worldwide at all tirnes.
b) SL MINING shall proceed with the development of the nrinc and related plant aod facilities, and carry out the mining and processing ofiron ore and iron ore tailings in accordance with the Minerals Act aod the current Programme of Mining Operations, SL MINING shall have the right to cure any alleged breach as provided in Clause 6.10 ofthis Agreernent.
4.2 Rishls Incidentl I to Mininc ODerations In order to facilitale its mining operations, SL MINING shall have the following rights, subject to compliance wilh Applicable Law: a) To demolish any derelict buildings within the Mining Licencc Area, with due regard for health and safety considerations; b) To renrove and sell for export any surplus scrap metal not rcquired for the conduct ofnormal operations situated withir the Mining Licence Area, subject to any applicable govemment charges, and taxes levies, duties or royalties; c) To create, hire and rnaintain an unamred security force to provide a deterrent to vandalism, theft and trcspassers; d) To tnnsport all iron ore and associated rnineral concentrates using public highways and SL MINING constructed roads to ajetty on the Port Inko river and any other infrastucture and/or po solution it constructs later in its operation for the expansion ofproduction and for GOSL to facilitate the granting ofaccess to ship such concentrates using the Marampa to Pepel railway line and the Pepel Port, after the construction ofsuch facilities shall have been conrpleted, subject to tlre written consent, with or without conditions, of the national or local authority having control over the use of public highways, river, railway, etc.
; e) to construct and operate inftastructure required to deliver its Programme of Mining Operations, to the extent provided in Clause 4.5; f) On the lands included within tbe Mining Licence Area lo cut take afld use any tlee when necessary in the course of mining operations or when required for mining or domestic purposes provided that it shall not cut or take any trees in a forest resewe or protected forest except with the consent of the D ector of Forestry or before paying the fees and royalties prescribed by the Forestry Act 1988 (ActNo.7 of 1988).
4.3 Restrictions on exercise of rishts ulder a mineral risht SL MINING shall not exercise any of its righls, under the mineral right: a) in respect ofany laod dedicated or sel apart for any public purpose otherthan mining including any streel road, highway, or aerodrome except with the wriften consent of the rcsponsible Minister or other authority having cofltrol over sucb land, and such coDsert may be given unconditionally or subject to such couditious as may be specified in the instrument ofconsent, such consent will not be unreasonably witbheld or delayed; b) except with the written consent of tlre owner or lawful occupier or his duly authorised agent, in respect ot any land dedicated as a place of burial or which is a ptace of religious or other cultural significance; or any land which is the site of, or which is within two hundred meters or such Sreater distance as may be prescribed, ofany inlnbiled, occupied or temporarily unoccupied house or building; any land which is within fifly meters or such greater distance as may be prescribed, of land which lras been cleared or ploughed or otherwise bona fide prepared for the growing of or upon which there arc, agricultural crops; or any land which is the site of, or within one hundred meters or such greater distance as may be prescribed, any cattle dip, tank' dam, or other body ofwater.
1 But where any consent so rcquired is, in the opinion of the Minister, being unreasonably withheld, the Minister may on such conditions, ifany, as he may impose, direct in writing that thc need for the consent under this paragraph shall be dispensed with ard authorise the holder of(he rnineral right to exercise all or any ofhis rights under it; c) in respect ofany land reserved for the purpose ofany railway, highway or waterway or which is within fifty meteru or such greater distaoce as may be prescribed, of the boundaries of any land so resented, except with the written consent ofthe responsible railway, higlrway or waterway authority; and d) in respect ofany land within any township, or within two hundred meters or such greater distance as may be prescribed, ofthe boundaries ofany township, except with (he written consent ofthe local autbority having control over the township.
4.4 Riqht to Resettlement a) The Minister shall ensure that all owners or lawful occupiers of land who prefer to be compensated by way ofresettlement as aresult ofbeing displaced by a proposcd mining operation are resettled on suitable altemate land, with due regard to their economic well-being and social and cultural value so that their cLcumstances are similar to or improved when compared lo lheir ctcumstances beforc rescttlemeot, and resettlement is carried out in accordance with the relevant planning laws.
b) The cost ofresettlement shall be bome by the holdcr of thc nrineral riglrt as agreed by the holder and the owner or lawful occupier of land or by separate agreement with the Mioister, or in accordance with a determination by the Minister, except that where the holdcr elects to delay or abandon the proposed mining operation whicb will necessitate resettlement, lhe obligation to bear the cost ofresettlement shall only arise upon the holder actually proceeding with the mining operation.
c) Subject to (a) and (b) above, dre Minister may take the neccssary action to give effoct to a resettlement agreement or determination.
4.5 Accessory Works and tnstallations a) SL MINING shall have the exclusive right to use, constmct, repair and operate within the Mining Licence Area, any roads, buildings, plants, structures, living quarters, water supply systems, pipelines, conveyor bells, communications systerns, electric power systems, ship loading stations, airstrips, barge channels, storage facilities owned by GOSL and other similar accessory works and installations which are necessary or useful in carrying out ils operations under this Agreemeni, subject to the legitimate rights ofresidents and other third parties, provided that SL l\'llNlNG follows prescribed procedures and the rules ofthe apprcpdate regulatory authority regarding thcir construc{ion and use, and provided further lhat reasonable right of use shall be granted to GOSI, rcpresentatives and any residents or olher legitimate users ofthe Mining Licence Area.
b) GOSL shatl use its best endeavours to grant a priority ghl Io SL MINING to use, construct, repair and operate any roads, buildings, structures, watcr supply systems, pipelines, communication systems, electric power systerrs, loading stations, barge channels, storage facilities and other similar accessory works and installations which are necessary in carrying out its operations under this Agreement outside the Mining Licence Area, subject to the legitiDrate rights ofGOSL and third parties (provided that such use, construction, repair and./or operation does not adversely impact third party operations), subject to the written consent ofthe national or local autho ty having control over the respeclive utility and to SL MINING following prescribed procedures and makiug the requisite payments regarding their construction and use and provided further that a reasonable right of use shall be gnnted to GOSL representatives ir the course oftheir normal regulatory activities.
4.6 ErDort oflron Ore Concentrates Subject to Section I l3(5), and SectioD 167 of the Mitrerals Act, SL MINING shall have the right to exporr all iron ore and associated minerals or mineral coucenrates raised or obtained in the course of mining operations to any counky other than countries to which the laws ofthe Republic of Sierra Leone prohibit such exports.
4.7 Admission of Personnel 8 a) Citizens ofSiena Leone possessing tlre necessary qualifications and experience shall be given preferenc€ for employlnent in all phases of operations undcr the Mining Licence and this Agreement and in accordance with the national labour laws.
b) SL MININC shall not employ or in any way use child labour c) SL MINING and its Norninated Supplicrs shall not import unskilled labour for the carrying out ofany operations, developm€nts, or maintenance undertaken by them by virtue ofthis Agreement, and in that regard, SL MINING shall ensure that (i) its Norninated Supplierc and (ii) its subcontractors comply with this provision and shall apply applicable labour law.
d) Subject to the foregoing restrictions and to any applicable provisions of tbe Non-Citizens (Registration.

hnmigration and Expulsion Act No.l4 of 1965), atl persons deemed by SL MINING and/or its contractors as required for the prosecution of its work, including executives, officers, engineers, consultants, technicians and skilled labour, shall have the right to eoter and reside in Sierra Leone and to depart from there in compliance with the immigration and laboru laws of Sierra Leone.
e) GOSL shall facilitate multiple entries into Sierra Leone for business purposes by designated directors and senior managers ofthe parent company of SL MINING.

0 GOSL agrees that it will encourage and assist the efforts ofSL MINING to secure and maintain an adequate labour supply, consistent with labour laws ofSicra Irone and sound business practices.
g) SL MINING shall also establish and carry out a plan for training for local employees in accordance with Minerals Act, section I l0(2)(c) and execute that scheme in accordance with Minerals Act, Sectiotr 164 (4), so as to enable Sierra Leoneans to assume skilled, technical, supervisory, administrative and managerial functions in SL MINING within a reasonable time, subject to GOSL's compliance with sub- Clauses 4.7 (e) and (f).
h) SL MINING shallsubmit a written report bi-annually to the Director ofMines, as defined in the Minerals Act, describing the number of persorrnel employed, their nationality, thet positions and the status of training programmes for citizeDs ofSiena Leone.

i) Failure by SL MINING to comply with the provisions of sub clauses (b), (c) or (g) above, shall be regarded as a material breach ofthe Mining Lease and subject to Clausc 6.10 ofthis Agreement; the same may be suspended or cancelled.
4.8 Goverlment Protection and Arsistance a) GOSL undertakes to gant to SL MINING such assistance as it reasonably can to enable the experts and technicians sent by it to carry out its tasks in the best and most efficient n'lanner.
GOSL will make available to SL MINING all aerial, nragnetometer and other geological surveys and photographs and all other plans, maps, information and advice relating to iron ore bearing and associated minerals which in the opinion ofGOSL, it can disclose, and will pennit SL llllNING to obtain copies ofall such surveys, photographs, plans, maps and information for lheir own use upon payment ofthe actual cost ofmaking such documgnts.
b) SL MINING will nrake available to the Govenrnrent Geological Survey Departnrent all simila.

data that it cornpiles or acquires from otlrers under circunstances which perrrit disclosure thereof to othersl provided, however, that GOSL agrees that its said Departnrent will treat all such data made available to it as confidential during the life ofthis Agreement without tlre prior consent ofSL MINING.
c) GOSL will extend to SL MINtr{G all reasonable assistance (including taking administrative action and other action vis-a-vis statutory bodies) to enable and facilitate the carrying out of its functions and achieve its objectives in the best aod the most efficient manner and, without limitation, to enjoy its rights and privileges under this Agreement to the extcnt consisteDt with the laws and regulations ofSierra L€one and the Mining Lease.
d) GOSL shall extend to SL MINING all reasonable assistance to facilitate its transport of iron ore and associated rninerals or nlineral concenlrates raised or obtairrcd in tlre course of rnining operations aDd to pennit all barges moving ore, as well as other vessels, to travel freely and unhindered, subject to applicable laws and regulations and to reasonable right ofaccess by other users and by GOSL, with or 9 without conditions established by GOSL.
Where such riglrls ofaccess would prove unduly disruptive, SL MINING shall have the right to impose reasonable coDditions on such use.
GOSL shall have the right ofinspectioD in the course oftheir normal rcgulatory activities, including, but not limited to, ftom a jetty at Tawfayim, down the Port Loko Creek through thc Channel between Bunce Island and Pepel, into the Sierra Leone River and thence to a suitablc shipping anchorage in the estuary ofthe Sierra Leone river off Freetown where the cargo will be transhipped to ocean-going bulk carriers.

The barge kansit would be between 30 and 40 nautical nriles.
SL [{ININC could outsource the barge loading, transport and transhipment opemtions and also establish a number of anchorage locations that are feasible and acceptable to the regulatory authorities.

Subject to the needs ofother users ofwaterways in Sierra l-eone and applicable laws and regulations of Sierra Leone, SL MINING may also be given permission by the regulatory authorities to the extent Gasible to use deep draugbt vessels and to dredge the charmel as necessary to accommodate such vessels.
4.9 lmportatioD of Mac hiuery GOSL agrees that it will grant any and all permits and pemrissioos necessary for the irnportation into Sierra Lcone ofnrachinery, equipDrent, supplies and services necessary for the conduct of prospectitg, miniDg, processing and transportation operations contenrplated by this A$eement.

4.I0 Ef,Dlrtatiotr of EquiDment GOSL will granr any permit and permission for SL MINING to export from Sierra Leone any mining machinery, plant equipment, consumable rnining stores.
goods and surplus equipment of whatever description imported by it for the conduct ofits prospecting.

rnining, processing and transport operations contemplated by this Agreement, provided that any exporl shall not have any adverse inrpact to the environrnent or the community in dre Mining Licence Area or nearby areas.
4.ll Protection ofthe Environment and Local Population a) SL MINING shall conduct its Mining Operations in accordance witb section 132 of Minerals Act, subject to provisions of the Environmental Protection Agency Act 2008 ('EPA 2008"),as may be amended from time to time subjectto anyregulations made urrderthe EPA 2008, as they may be arnended from tinre to time.

In the event ofa conflict between these two Acts, lhe provisions ofthe EPA 2008 aod its respective regulations shall prevail.
b) SL MINING shall at all times do everything reasonable iu its power to limit the damage and disturbance to the local envtonment and populace.

The Environnrent l)rotection Agency (the "EPA") may at any time conduct pe odic inspections ofthe Mining Licence Area.

c) SL MINING shall, in accordance with the Environncntal Protection Agency Act 2008, conduct its mining operatio$ and att project activity wilh a dcgree ofcare ard professionalisrn and withi!
two years of signing the agreeur€nt SL MINING shall comply with high intemational envkonmental protectioD standards.

d) In particular, subject to (e) below.

SL MINING shall ernploy in its mining operations advanced techniques, practices and methods of operation for the prevcntion, limitation or treatment ofpollution and the avoidance of uuecessary loss of, or damage to, natural resources, in each case in accordance with Applicable Law.
e) SL MINING shall be responsible only for any pollution, risk, claim or other environmental damage arising during the term of the Mining Licence since its award on 29th March 2017.

SL MINING shall not be liable for any form ofliability.

damages, cost or claim whatsoever arising, or in connection to any matler, prior lo 29th March 2017.
4.12 Reclamation aDd rehabilita tion of nrined out arcas a) within six nronths after SL MINING having shipped its first Capesize vessel fully loaded with iron ore frorn its Marampa iron ore lnine followiug the date of this Agreement, SL MINING will prepare at its expense and submit to the Environrnental Protection Agency of Sierra Leone ("EPA") and GOSL simlltaneously a cornpreheDsive master plan (the Rehabililation and Reclamation Master Plan) that will address ahe issues ofreclamation and rehabililation ofrnined out areas, provided that the Rehabilitation and Reclamation Master Plan will be subject lo thc provisions ofthe EPA 2008 and any regulations made thereunder and, where not inconsistent, in compliance with the Minerals Act.
t0 b) The Rehabilitation and Reclamation Master Plan shall clearly identiry the extent ofthe reclamation and rehabilitation attributable to operations conducted prior 1o the commencement of mining operations by SL MINING ("Pre Commencem€nt Reclanration and Rehabilitatior obligation") and the estimated cost in Dollars (coDverted to Leone equivalent at the prevaili[g rate) of effecting such reclamation and rehabilitation (referred to hereinafter as the "Base Rehabilitation Cost').
c) The annual calculation of rehabilitation and reclarnation cost (iocluding the Base Rehabilitation Cost) will be subject to an annual inflator calculation, in accordance with the EPA 2008 and any subsequent regulations.

d) SL MINING and EPA of Siera Leone shall jointly calculate and agree on the amouDt of the Base Rehabilitation Cost at the time the Rehabilitation and Reclauration Master Plan is agreed.
e) SL MINING shall be fully responsible for the attributablc cost of reclaiming and rehabilitating mined out areas to the extent that such reclamation and rehabilitation is athibutable to operations conducted by SL MINING subsequent to 29'r'March 2017. f) Subject to clause 4.ll(e) and clauses 4.12(d) and (e).
SL MINING shall adopt and implenrent programmes and nreasures approved by GOSL for effectivc reclamatiou of mined out areas including replanting and dealing with mining spoils in which regard a detailed programme for the progressive reclarnation and rehabilitation of lands disturbcd by rnining lor the rninimization of the effects of such mining on adjoinilg land water areas shall be submitted to GOSL for approval.
g) Within l2 months after Year I (as defined below), to cnsure cornpliance with such ptogmlnme of reclamation and rehabilitatioD of Drined out areas.
SL MINING shall arrange for a funding guarantee reasonably satisfaclory to the Minister and of an arnount to cover the estimated cost of restoration and rehabilitation required for disturbance to dale, as calculated at the end of each financial year in accordance with the Rehabilitation and Reclamation Mastcr Plan prepared in accordance with clause 4.12a), to be issued by a financial institution (which shall not be an Affiliate ofthe SL MINING) with a long-term credit ratillg ofat least A (or its equivalent) fronr at least two intemationally recognized credit- ratiDg agencies.
Such guarantee may take the form of an irrcvocable letter of credit or a perfo[nance bond in favour of GOSL to guarantee effective mine rcclarnation and rehabilitation.
At such time as regulations are adopted requiring financial guarantees under the EPA in relation to reclamation and rehabilitation, the bond will lapse autoDatically upon being replaced by EPA guarantee 4.13 Procurement a) SL MINING shall in the conduct of its activities under thc Mining Licence, comply with the Sierra Leone Local Content Agency Act,2016 by giving preference to products and materials lnade in Sierra Leone and to service agencies located in Sierra Leone and owned as therein provided at comparable quality, delivery schedule aod pric6, to the maximurn extent possible and subject to technical acceptability and avaitability of the relevant goods and services and being consistent with safety, efliciency and economy.
b) Without limitation to sub-clause (a) above, SL IIINING shall in the conduct of its nrining operations odginate all of its procuremenl tkough banking institutions in Sicrra Leone, whenever possible, as determined by SL MlNlNG.

4.14 Health and Safetv SL MINING shall comply with all health and safety standards and laws that are generally applicable in Siena l-eone.
4.15 Conr itv DeveloDflrent Proircts SL MINING will compty with Scctions t38-l4l of tlre Minerals Act in respect of its Community Development Agreement.

For the duration of this Agrcement, SL MINING agroes to fund its Conununity Devilopnent Agreement as provided in Clause 5.18 and to implement such Community Development Agreement.
4.16 Performance Bond SL MINING undertakes ro furnish ro GOSL a Perfomuuce BoDd in the sum of One Million United States Dollars (US$ 1,000,000) in thc fonn ofa Letter ofCredit issued by a reputable financial institution II in Sierra l-eone and valid for an initial period of l2 months from the Effective Date of this Agreemelt, suclr Performance Bond to be encashed ifSL MINING fails to make substantial progress towards the re-opening ofthe Marampa Mine within the period of validity ofthe said Perfomrance Bond, it being ageed that ifSL MINING produces at least 100,000 nretric tonnes of marketable iron ore from mining operations, SL MINING shall be deemed (o have made substantial progress towards the re-opening of the said Mararnpa Mine.
5 FISCAL PROVISIONS Unless otherwise indicatcd, the star( date for Year I lax incentivcs is I '' January 201 8 5.1 Milti4q tnd surface retrt a) SL MINING shall pay to the GOSL annually and without demand on Reference Date and on each anniversary of the Reference Date, the sunr of US$500,000 (Five hundred thousand United States Dollars) in respect ofan annual lease rent as defined and envisaged in its Mining Licence MLol/2017 which amount shall be increased annually on eaclr anniversary of the Reference Date by an amount equal to 3olo ofthe annual lease rent for the previous year.
b) In addition SL MINING shall pay to the land owners tfuough the appropriate local aulhority in which the nlining lease area is situated annually and withoul de,nand an annual surface rent as specified in the respective leases of SL MINING, subject to revision provided for in dre Provinces lands Act (Cap 122).

c) Mining rent arrd sudace retrt payable shall be treated as allowable expenses in ascertaidng the chargeable incone ofSL MINING and shall not be subject to withholding tax.
5.2 Rovolty a) SL MINING shall pay a royalty at the rate of 3% (three pcrcent) of the market value of the mineral, which shall for the purposes of calculation be thc sale valuc receivable by SL MININC in an Arm's- le[gth transaction, being the price receivable per metric torme multiplied by the total metric tonnes sold, Free on Board the vessel (calculated iD accordance with thc statement set out in sub-clause 5.2 (e) at tbe designated SL offshore loading facility of the shipment and as adjusted in accordance with sub-clause 5.2 (0. b) Where SL MINING enters into an agreement to dispose of minerals with affiliated persons, the terms of any such agreemeot (and the royalty payable on minerals sold other than in an Arm'sJength hansactioD) shall be assessed under 5.2(a) in a manner consistent with Section 154 (2) of the Minerals Act, as determitred through an Advance Pricing Agrcemerrt entered into by GOSL and SL MINING pursuant to guidelines described in Clause 5.2(c).
c) Guidelines Prior to the disposal of any minerals to affiliated parties, SL MINING and GOSL shall enter into an Advance Pricing Agreement establishing guidelines for detcrmining the deemed Arm's length sale value and price ofsuch minerals for purposes ofthe calculation used in the statement set out in clause 5.2 (e) in a manner consistent with Section 154.
The Advance Pricing Agreement shall establish a mutually satisfactory methodology designed to ensure that the royalties owed on any sale to an affiliated party attributable to income from such sale, are no lcss than they would be ifthe sale had been undertaken on an Arm's length basis to non-affiliated purchasers.

The following will guide the Advanced Pricing Agreement: i. SL MINING shall provide necessary doctnnentation to assist in arriving at such an agreement ii.
such procedures may look to available rnetrics, such as prices received by major producers, with due adjustment for transport, quality, nrarketing cotnmissions and other relevant operating and market considerations wlrere prices attained through application of agreed procedures result in a price that either side determines no longer rellects the underlying principlc of market pricinE, either party may request a revision ofsuch agreed procedures; 12 in the case that an appropriate publicly available indcx enters into wide usage during the course of lhis agreement, the panies will come together to agrec on a method utilizing such index, with due adjustment; and any disputes regarding the content o, application of the guidelines contemplated by this clause shall be resolved by an Independent Sole Expert which shall act on the followiog basis: a. the Independent Sole Expert shall act as expcrt and not as arbitrator; b. the parties shall notify in wdting the Indcpendent Sole Expert of the itcm or items in dispute within ten ( I0) Days of tlrc lndependent Sole Expen's appointment; c. the Independent Sole Exper( shall decide the procedure to be followed in the detennination; d. the costs of the determination, including fees and expenses of the Indcpendent Sole Expert, sball be bome equally b€tween the Parties; e. the determination ofthe lndependent Sole Expert shall be final and binding on the Parties subject to the fight of either Pady to appeal such determination within 30 days of the delivery ofthe decision ofthe lndepeadent Sole Expert by iovoking arbitration pursuant to Section 6.9(c) ofthis Agreement.
d) Royalties payable under 5.2 (a) above shall be allowed as a deductible operating cost (according to Section 148(4) ofthe Mineral Act), in ascertaining its net chargeable income for incomc tax puposes; provided however that Royalties shall uot be credited against or considered as part payment of the aggregate income tax liability payable to GOSL.
e) Within a maximum period of 45 (forty llve) days after the cnd of each month's shipmenl, SL MINING shall prepare and deliver to the Director of Mines a staterncnt certified by the accredited represenlative of SL MINING and the accredited representativc of the National Revenue Authority of Sierra Leone, stating the total tonnage of minerals of each kind.

grade, and quantity shipped by SL MINING from Sierra Leone in that mooth.
Together with such a statement, SL MINING shall iaclude a statement of the respective sales value receivable Free on Board the vessel for minerals shipped from the designated Sierra Leone offshore loading facility (calculated as specificd above for affiliate sales in accordance with clause 5.2 (b) and (c)).

Upon delivery ofsuch statement, SL MINING will pay to GOSL the 37o minerals royalty payable on the sales value receivable as calculated by this statement.
SL MINING shall assume all risk of non-payment.

f) In preparing the Statement in 5.2 (e) above, account will bc taken for any adjustment required as a result in respect ofprior periods, such as provisional pricing of amendments or determinations or corr€ctions terms or credit notes, such adjustments will be separately and clearly indicated in the statement referred to in 5.2(e).
5,3 lncome Tax a) SL MINING, in the conduct of its activities in Sierra L€one pursuant to this agreement, shall be liable for lncome Tax on its income derived in Sierra Leone at the following rates: Yea$ I to 3: Years 4 to l0: Years I I thereafter: rate oftax applicable to companies as set forth in the Income Tax Act but shall not exceed 307o.
6% 25o/o Ifat any time the Income Tax Act provides for a tax rate that is more favourable to large scale mining companies than tbe rates set forth in this sub clause (a), SL MINING shall be entitled to apPly such lower rate in calculating its income (ax b) SL MINING shall not be liable for any minimum taxation based on turnover, provided that it complies with Section 69(3) ofthe Income Tax Act; c) The chargeable assessable income in ascertaining the Incorne Tax payable by SL MINING shall for the prrpos"" of In"ome Tax be calculated as provided by the Income Tax Act, subject to clause 5.6, as it applies to mining companies.
l3 5.4 Trealmel|t of losses for Itrcome Tax ourDoses Tlre amount oftax losses that can be utilised to offbet chargeable income in any year ofassessment shall be as follows: Year l- I0 an amount ofloss such that the tax payable will not be less than l57o of the income tax that would be due if no losses were carried forwardi any losses disallowed by virtue oFthis rule may be carried forward indefinitely, without restriction.
Year l0 thereaflcr: as applicable under the Incorne Tax Act lfat any time, the Income Tax Act allows for a greater utilization oftax losses thao that described iu this clause, SL MINING shall be entitled to take advantage ofsuch greater utilization.
5.5 Withholdins tax Subject to the temrs ofany international agreement to which Sierra f.eone is a party, which shall prevail over the provisions of this Ageement, witbholdbg taxes on dividends, interest, management fees, payments to associates and conkactors paid by SL MINING shall be as follows: a) The mte of tax applicable on dividends shall be: Years I -6: YearsT-10: lOYo 5% Years I I thereafter: As applicable under the Income Tax Act.
b) Tax witbheld on interest on loans including loans from associates is liable to withholding tax as follow Years I -5: Years 6- I0: le/o 5% Years I lthereater: As applicable under the lncome Tax Act.
c) Tax shall be charged on management fees and other sinrilar payments made by SL MINING and its Nominated Suppliers in respect of interconrpany agreenrents (other tlun intergroup loans, interest or dividends) at the rate of 5% for the frst six years commencing fiom Year l, l0% for years 7 to l0 and thereafter as applicable under the Income Tax Act.
; d) The rate of withholding tax payable by SL MINING and its Norninated Suppliers on contracts to nor- resident 3rd parties shall be 5% for the first seven yearu commencing from Year l, I0% for years 8 to l0 and thereafter as applicable under the Inconre Tax Act.
e) Notwithstanding sub clauses (c) and (d) of this clause, all independent, 3rd party long tenn contracts (nreaning opemting and coostruction contracts of a mininrum of $500,000 and over one-year duration with unalfiliated parties) entered into before 3l December 2017 shall be grandfathered, provided there are no material changes in the scope or temN ofsuch contract or the parties performing the work and, as such, payments lnade under such conlracts shall be liable to withholding tax at the rate of 57o, for the initial duration ofthe respective conhact, and thereafter as applicable under the lnconre Tax Act.
0 Payment to local contractors by SL MINING aDd its Norni.Daled Suppliers shall be subject to 5% \ryithholding tax, being tlre current rates applicable under the Income Tax Act.
g) withholding taxes refered to in Clauses 5.5 (a) to (0 above are only due on cash payments by SL MINING, its Nominated Suppliers, and their respective subcontractoE aDd not on accruals and/ or provisions; however, to the extent that there is any defe[ed or capitalized interest or convelsiotr ofdebt to equity, withholding tax shall be due on such accrued, dcfefied, or corverted interest portion, but only when paid.
Ary cash payments made sball be deemed (o go first to the payment of any outstanding accrued interest and only thereafter, to lhe payment ofprincipal.

l4 h) In this section "iDternational agreement" means an agrcelnent between Sierra Leone and a foreign govemment.

i) If at any time lhe lnconre Tax Act provides for withholding rates for payments to conhactors lhat are lower than those specified in this clause, SL MINING shall be eotitled to apply such rates to such paylrents.
5.6 CaDiaalexpendituresllowances a) An initial allowance equal to 40% (forty percent) ofthe United Sates Dollar cost of qualifying capital expenditure shall be deductible by SL MINING in detcnnining its chargeable income for the year in which such qualiling capital expenditure is incurred with an arnual allowance at the rate of20% (twenty percent) of the United States Dollar cost of qualifying capital expenditure being deductible in detemrining chargeable income in each subsequent year urtil the full cost has been deducted; b) Where an asset which falls within the definition ofqualifoing capital expenditure is scrapped, destroyed or sold for less than the balance obtained by deducting frorn the cost thereofthe aggregate ofthe initial allowance and the annual allowances previously granted ilr respect of that asset, then the balance shall be fully deductible against chargeable income in the fomr ofa scrapping allowance in the year in which such disposal, destruction or sale occu6; c) Qualifying capital expenditure shall comprise the following (whether the expenditure is nude in cash or in kind, in one or in several instalments, or otherwise): i.
Capital expenditure as set out in the 6th schedule ofthe Income Tax Act 2000; ii.
Capital expenditure on all mining machinery, plant and equipment described in Clause 5.9 (d) of this Agreement, whether irnported or purchased in Siena Leone, as well as all capital €xpenditure on vehicles, medical equipment, computers aud ancillary equipment, construction and expansion on residential and non-residential buildings, construction and expansion of clinics and all other equipment ancillary to the operations ofSL MINING as well as the cost ofacquiriDg or procuring the transfer ofthe mining lease which is subject to this Ageement and any other mining lease in respect ofthe mining lease area; iii.
Capital expenditure on haul roads, envtonmental bunds and sinrilar assets; iv.
The cost of restoring buildings and olher assets situated within the mining lease area to their original condition, where such restontion does not result in an increase in the productive capacity ofthat building or other xset, shall be deenled to bc a repair ofsuch building or asset and shall be allowable in full as a deduction against chargeable income in the year in which that cost is incuned; v. Capital expenditure on assets related to the construction, development or ilnprovement of the community infrastructue such as schools, clinics, hospital, training centers and other relaled assets.
5.7 Currcnct issues a) The financial statements and books ofaccounts ofSL MINING shall be stated, maintained and expressed in United States Dollars; b) Alt capital expenditure incuned by SL MINING shall be stated, maintained and/or expressed in United States Dollars; 5.8 Basis of essins and oavins lrcome'Iar Assessable chargeable income and income tax payable by SL MINING itr respect ofeach year shall also be assessed in United States Dollars and shall also be payaL,le in United Sates Dollars.
5.9 Limitation of charqes otr imDorts a) Notwithstanding the current charges, fees, duties and levies rnade by GOSL on imports into Sierra t eone, GoSL and SL MINING agree that for thc duration ofthis Agreement the percentage ad valorem charges for levies, duties, fees (including all associatcd inspection fees), Goods and services Tax surcf,arges and all other amounts levied or or payable by SL MINING and its Nominated Suppliers in 15 i\ respect of imports ofcapital itenrs, to include mining machinery, plant and equipment and consumable mining stores as defined in Clause 5.9 (d) below shall not exceed in the aggregate the followirg: lnrports for Years I to 5: lVo Imports thereafter: As applicable in the Custorns TariffAct b) In tlre case ofother itens excluding capital ilems, fuel and lubes and health and safety equipnrent, the rate ofduty applicable to SL MINING and its Nominated Suppliers shall be: lmports for Years I to 5: 20% ofprevailing ratc lmports for Years 6 and thereafter: Applicable prevailing rate as determined in the Custorns TariffAct.
c) For the duration of the Agreement, irnports by SL MINING and its Nominated Suppliers of health and safety equipment shall be free from any duty.
d) The terms mining machinery, plant and equipment and consumable mining slores shall include all macbinery, plants and equipmentuseful to and used by SL MIMNG in clearing land, renroving minerals frorn land and transporting, separating, processing, handling and packaging such minerals for sale, including without prejudice to the genemlity of the forgoing, construction materials for mining and processing, dredges, barges, towboats, pumps, piping, screens concentBting and separating equipment, locomotives, locomotive engines, rail wagons and rolling stocks, railway signalling equipment, railway sleepers, power genelating and distributing equipment, cranes, lorries road building equipm€nt, four- wheel drive vehicles used in and ancillary to mining operations, off-road haulage vehicles, earth moving vehicles and equipmenl,s, mineral stores and packaging facilities together with accessories, spare parls lubricants and appliances for use and used exclusively with any ofthe forgoing.
ln addition to the aboye, other equipment shall include surveying equipment, laboratory equipment, computers, printers, plotters, software, etc., used by SL l\llNING in relation to mining operations and any other itens required for ancillary support functions ofthe business, The term "plant" includes prefabricated fixtures, not including building or building materials as well as special purpose vehicles such as dumpers and shultle trucks for use in mining or dredging.
The term "machinery" means machinery consisting of a combination of moving parts and mechanical elements which may be put in motion by physical or mechanical force.
e) For the duration of this Agreement, SL MINING shall have the right to import into Siera Leone tlrc whole ofits requirements for fuel and lubricants, other than petrol and kerosene, from such suppliers and on such terms and coflditions as it may d€tennine, provided that SL MINING may purchase fuel in Sierra Leone where such fuel can be supplied on a conrpetitive basis in tenns ofprice, quality and other delivery tcrms.
Subject to the provisions ofthis Agreement, SL M INING, in the conduct ofits activities in Sierra Leone shall be subject to the provisions of the Customs Act 201 I and the Customs TariffAct, No l6 of 1978 atrd Rules there under curreDtly iD force atrd as may be ftoni time to time amended.
5.10 Duties end Tares on Fuel snd Lubricarts All imports offuel and lubricants and usage of fuel and lubricants by SL MINING shall be in accordance with an applicable provisioBs of the Customs Tari ff Act No l6 of 1978, subject to clause 5.9, and rules there under currently in force and as may be from lime to time ameoded.
5.11 Relmbursement of import duties lf itenrs on which Do custorns duties or levies are paid ale not re-exported or totally consumed withiD three (3) years after importation, artd are afierwards sold, exchanged or transfened in SieEa Leone (except to the Slate), SL MINING shall pay to the GOSL the customs inrport duties and levies on the tlren fair market value ofthose items within forty five (45) days ofthe date ofsale, exchanged or transfer.
SL MINING shall submit to GOSL annual reports on thc fair market value and actual transfer price of asset dispositions orl assets which benefited from rcduced or zero import duties.
5.12 Road user charqes l6 a) Notwithstanding the provisions of the Road Users Chargc Act, 1994 SL MINING and its Nominated Suppliers shall be exempt from road users fuel Ievy applicable to users generally in respect of fuel consurned by its vehicles, plant and machinery providcd (hese are restricted to rni[ing operations, logistics and infrastructure.
Should SL MINING, a Nominated Supplier, or any other subcontractor use, trade, or otherwise deal in any fuel for purposes olher than the mining operations contemplated here, SL MINING shall indemnify and hold GOSL hannless for all lost revenue and incidental charges, ifany, relating to the unauthorized use ofexenrpt fuol, Subject to 5.12(b) below.

b) SLMIN|NGshall pay road users fuel levyon2%oaits(otal consunrption ofdiesel.
5.I3 Inspection fees a) With effect fiom the commencement of the Mining Licence Agreement, SL MINING shall recommend to GOSL and obtain GOSL approval for the appointDent of an intermediary reputable inspection company and shall be liable for the paynent of inspection fees in respect ofall goods exported by or on behalfofSL MINING frorn Sierra Leone; b) SL MIMNG will provide inspection reports to COSL on a timely basis; c) Subject to Clause 5.9(a), SL MINING shall, with effect fiom the Effective Date ofrhis Agreement bc liable for the payuent ofinspection fees in respect ofall goods iruported by or on behalfofit into Sierra Leone at the prevailing rate; 5.14 Other tares or fiscsl import a) For the duration of this Agreement, no laxes (including, l)ut without limitation, income tax, additional profits tax, surtax, minor taxes, profits tax, tumover tax, sales tax, export tax, import tax, value added tax, withholding Iax and employment related tax), royalties, duties, excise, charges, levies, fees, dues, cont bution, payments or imposition ofany kind whatsoever payable to the Central, regional or local Covemments authorities or ageDts or to any Chiefdom or Tritral Authority or to any other AgeDcy of GOSL shalt apply to SL MINING, or any affiliate company or Ageut of SL MINING or (he employees of SL MINING or any affiliate company of SL MINING, other than: i, Those exprcssly assumed by SL MINING pursuant to the provisions ofthe Mining Lease and this Agreement: ii.
lll iv vi The payrnent oftaxes deducted from the emoluments of employees ofSL MINING as required under the lncome Tax (PAYE) Rules and/or employcr's paynent obligations to NASSITT The payment ofPayroll Taxes at the applicable rate or iflower, that rate paid by another company; Payment of Immigration Fees at the applicable rate, or iflower, that rate paid by another company; NMA nonitoring fees at l0% of the Mining License rent stated in 5.1(a) of this Agreement; and Minor Taxes, which includes all taxes that arc generally applicable to all corporations on a non- discriminatory basis, and wlrich do not exceed in aggregate US$ 500,000 over any five year period, ofwhich said sunr, SL MINING is not required to pay more than the equivalent ofUS$ 200,000 in any financial year.
Beginning on Year I and every five years thereafter, such amounts shall be adjusted for inflation in accordance with the US "CDP Implicit Price Deflator" as published from time to time by the US Department ofConunerce, Bureau ofEconornic Analysis.
b) If notwithstanding these provisions SL MINING becornes liable to pay any taxes pursuant to the laws of Siena Leone, except for those expressly assunred by SL MINING pursuant to this Agreement, then SL MINING shall so advise GOSL in writing, and thc parties agree lo meet to reach an equitable solution consistent with 5.14(a).
c) Except as provided in this Agreement, no tax, royalty, duty, cxcise, levy, fee, due, coDtribution, paymen( or Lnposition of any kind whatsoever (other than those provided for in this Agrcement) which is of a discriminatory nature shall be payable by SL MINING, or by its employees or shareholders, or by any alliliate or agent of SL MINING or its Nominated Suppliers.
5.15 ReDatriation Holdins a Introduction of Irunds 1't a) SL MINING shall have the right, during tte term of this Agreement, to freely receive, hold in banks of its own choice, wherever located, and dispose of in any country all reveDues, receipts and other foreign currency funds held by it under or in connectiofl wilh its mining opemtions.
b) SL MINTNG shall have the right, during the (enn of this Agreement, to hold foreign currency in designated foreign currency bank accounts in its name in Sierra Leone; c) SL M INING shall be exempt fion any commission, charge or levy payable to GOSL on the introduction or invgstment of funds fiom a foreign source into Sierra Lcone.
5.16 Goods and Services Tax a) Notwithstauding the provisiom of the Goods and Serviccs Tax Act (2009), SL MINING aud its Norninaled Suppliers shall be exempl from all Goods and Services Tax levied on taxable supplies within Sierra Leone and on all irnported capital goods, planl, vehicles and equipment (as defined in Clause 5.9 above), spare and replacement parts for any plant, vehicles arId equipment, fuel and lubricants for company and subcontractor use.
b) SL MINING shall provide to NMA and NRA Ihe list of Nominated Suppliers and the total value of goods and/or services obtained from therr, within I 5 days from the end of each calendar quader.
5.17 PorL harbour dues or fees and stevcdorinp charses a) Notwithstanding the proyisions of the various Sicrra Leone Ports Authority (SLPA) Acts and Siera lrone Maritime Adminisbation (SLMA) Acts, SL MININC shall be exempt from all Port, Harbour, Loading, Unloading dues or fees and Stevedoring charges that nray be levied by either the SLPA or SLMA in relatioo to the operations ofSL MINING, including operations ofNomioated Suppliers and subcoflractors conducting work otr behalfofSL MINING (whether at Tawfayim river terminal, Pepel Port or otherwise), with exception ofthe following: i. ii.
iii.

Pilotage Fees or Charges for movements ofvessels wilhin the SLPA controlled navigation areas.

Safety and lnspection Fees Charges levied at the Ports owned and operated by the SLPA for Loading and Unloading Cargo or Goods in the nornral course oftheir business operations, provided that in all instances SL MINING shall not be subject to any fees, costs, levies or other forms ofpayment under this Clause 5.17 whcre such is not in use by SL MINING.
In respect of Nonrinated Suppliers or other subcontmctors, this exemption will only extend to SLPA charges on services supplied to SL MlNlNG.
b) In the event that the Sierra l,eone Ports Authority or other responsible public body fails to provide any of the services for which SL MINING is required to pay f,ort charges, harbour dues and any other amounts pursuant to this Clause, including, but not limited to, positioning and lighting ofbuoys, and SL MINING thereby incurs any cost or expenses in providing or obtaining such services, SL MINING from arry anrounts that are otherwise payable to the shall be entitled to deduct such cost and exp€nses Sierra Leone Port Authority pursuant to this Clause.
c) SL MINING shall have (he right to source and utilise, at its sole discrelioo, the most quality aod cost effective export shipping freight rates for the export ofiron orc, and shall allov/ Sierra Leone National Carrier Limited to be included among ils prefened bidders for fieight services.
5.18 Community D loDnrent Fund and Additional alt.t nrvmcnts a) SL MINING shall make payments in respect of ils Community Development Agreement, as envisaged in Clause 4.15 above, in accordance with Section 139 (4) oflhe Minerals Act as it may be arnended from time to time, subject to SL MINING paying no nrore than other mining companies, and which may be exceeded at the discretion of SL MININC, as agreed with GOSL.
The fund shall be utilised for development within Sierra Leone, with particular cmphasis on local communities.

b) SL MINING agrees to make payments, in accordance with a community development programme, totalling in aggegate (after including contributions tnade in 5.18 a) above) a percentage ofthe Free on Board revenue received by SL MINING oo sales in that year, attributable uP to a maximum of 4.5 million tonnes ofiron ore sold in each such year, as follows: 18 a.
For the fiIst five calendar yeals commencing in tlrc year in which SL MINING produces and sells at least one million lonnes ofiron ore, at least 0.50 percent ofthe Free on Board revenue received by SL MINING on sales in that year b.

For the following three calendar years at least 0.75 percent of the Free on Board revenue received by SL MINING on sales in thal year.

For the following calendar years at least I percent ofthe Free on Board revenue received by SL MINING on sales in that year.
c) Any payments rnade pursuant to sub clauses (a) and (b) ofthis clause 5.18 are treated as additional royalty payments for accounting and other business purposes, and shall be treated as "expenses on social services" for the purposes ofcompliance with the Income Tax Act.
5.19 National Social Securitv and Insurance Trust - NASSIT Notwithstandin8 the provisions of the National Social Security and Insuance Trust Act, SL MTNING and their expatriate employees working in Sierra l,eone shall not be required to rnake the required employer and employee contribution to the National Social Security and Insurance Trust in respect of their expatriate employees working in Sierra Leone.

However, NASSIT shall appty in respect of contributions applicable to expatriate Sierra Leoneans.
5.20 Interpretrtio[ of liscal advantases Any fiscal benefits ganted to SL MINING and its Nominated Suppliers undel Clause 5 of this Agreement shall only apply to the activities ofSL MINING iD respect ofthe exploitation of, through to sale and distribution ofiron ore from the Mining Licence Area.
5.21 Rins Fencins To the extent thal SL MINING conducts activities conslituting the carrying on ofbusiness or investment activities for the production of income tllat are not related to or contemplated in connection with the mining operations, such activities (the 'Non-Project Acaivilies") shall be accounted for and beated for purposes of this Agreement as ifthese Non-Project Activitics are carried on by a legal entity separate from SL MINING and not subject to this Agreemenl, but instead subject to Applicable Law (subject to any contractual anangements with GOSL), so that SL MINING'S activities contemplated by this Agreement in undertaking the mining operations are treatcd as "Ring Fenced" (i.e., separately treated as the sole activities of SL MINING).
With respect (o the Ring Fenced mining operations of SL MINING, the provisions ofthis Agreement shall apply- 5.22 Caoital Gains SL MINING shall pay all applicable capital gains taxes in accordance with Applicable Law.
6 GENERAL PROVISIONS 6.1 Assiqnment rnd Chsnse ofControl SL MINTNG shall not assign to any person, finn or corporation rlot being a party hereto, in whole or in part, any ofits rights or privileges, duties or obligatioDs under this Agreement other than in accordance with the Minerals Act section I l9 or otherwise agreed in writiDg by GOSL.

SL MTNING shall provide writteD notice to GOSL ofany Change of Conkol within 30 days after thc colsummation of such Change of Conkot.
6.2 Compliatrce with Minerrls Act and other Acts Subject to rhe terms of this Agreement, (includi[g but without limitation Clause 5.13) hereof, SL MINING shall at all tines comply with the proyisions ofthe Minerals Act and other relevaDt laws aDd regulations (including any oflicial foorr prescribed by such regulations) in connection with the carrying out of its obligations and work as described in this Agreement, except to the extent that they are inconsistent with the provisions ofthis Agreement.
6.3 Reportins t9 a) Without prejudice to any reporting obligations under this Agreernent or under applicable law and regulation in Sierra Leone, SL MINING shall provide to GOSL not later than the end of March following each calendar year after cornmencement ofits operations, a report showing: i. ii.

the extent to which SL MINING has achieved its Progranrme of Mining OperatioDs attached as Schedule C hereto; tlte previous calendar year; iii.

iv.
iv.

v. how SL MINING has resolved any operational and development issues over the prior calendar yeat; any market developments for the products of SL MINING and how SL MINING lras responded to such deYelopmeDts; and how the market is expeated to deyelop over the following year.
b) SL MINING shall instruct its auditors to provide a report to GOSL every six months confirming that during that six month period, all royalties arising from sales made by SL MINING have been correctly calculated and have either been paid or accrued as appropriate under the agreed tems ofpaynent.

c) SL MINING shall also bi-annualty submit a written report to the Director of Mines detailing its compliance with the Clause 4.l3 (Procuroment) ofthis Agreement.
6.4 Creation of Securitv tDterest SL MINING shall have the right, wift the wriften consent of GOSL, to pledge or otherwise create security interests over the Mining Licence and this A$eement, both movable and irnmovable in order to secwe financing.

Such wriften consent shall not be unreasonably withheld.
GOSL shall provide each mortgagee, trustee, receiver or administrator under a mortgage, deed, trust or other i.strument encumbering SL MINING'S ghts under the Mining Liccnce and this Agreement with a copy of any w tten notice regarding non-paylent ofroyalty or oth€r noD-compliance with the terms of the Mining Licence and this Agreement, and any written notice of tennination to SL MINING under this Clause 6.4.
SL MINING and each mortgage holder, trustee, recciver or adminishator shall have the duty to notify GOSL of its name and mailing address.
Each such rnortgagee, trustee, receiver, or admiristrator shall have a reasonable period of time from the date ofreceipt ofsuch copy notice (being at 90 days) in which to remedy ary non-paymert or noncompliance complained of and substantiated by GOSL, 6.5 Prior Consent or AoDroYal a) Whenever, under the terms of this Agreement the right of SL MINING or of GOSL, as the case may be, to do or perform any act or thing is conditional on the p or consent ofthe other party to the Agreement or ofan official or representative of such other party.
it is hereby stipulated and agreed by and between the parties hereto that the requisite consent or approval will not in any ilstance be unreasonably withheld or delayed.
b) Wlenever such approvals are requircd from GOSL, SL MINING shatl deal witb the relevant ministries, departments and agencies ofGOSL under the leadership ofthe Office ofthe President to handle all large- scale mining contracts in order to discuss and mutually agree with SL MINING as expeditiously as possible 6.6 Conlidentialiw GOSL will keep confidential all information provided to it by SL MINING, whether before or after the date of this Agreement, and confirms that it shall not disclose such information to any thtd party without the prior wriften consent ofSL MINING and in accordance with the Minerals Act.
6.7 Corrupt Practices SL MINING represents and warrants that none of SL IUINING, any of its employees acting in the course oftheir employment and any person acting on behalfof SL MINING has made or promised to make any payment or ta[sfer of anything of value, directly or indirectly, to or for the beuefit of any govenunent oflicial or a family rnernber of or an intennediary for payment to or for the benefit of a govemment official or a family member or business partner ofa government official in connection with this Agreement or the tansactions contenrplated hercby.
20 GOSL represents aod warrants that neither GOSL nor any govemment oflicial on behalfofGOSL has solicited any pa).meDt or transfer of anything of value, directly or indirectly, to or for lhe benefit of GOSL or any govemment official in connection with this Agreement or the transactions contemplated hereby.

The Parties shall comply with anti-coruption laws at any tilrre and from time to time applicable in Sierra [,eone.
6.8 Joint review Starting in September, 2027, GOSL, and SL MINING will conduct a comprehensive joint review ofthe progess ofthe project (o date and the fiscal package, as contained in Clause 5 (Fiscal) ofthis Agreement.

Subject to and with particular attention to Clauses 5.3(a) and 5.14 of this Agreement, it is understood that no further hscal benefits will automatically be granted to SL MINING for a further five or ten years.

Rather, any new fiscal benefits will be subject to negotiation.
Subjcct to any new frscal benefits agreed, SL MINING will comply with the applicable ircome tax law.

6.9 IntcrDretatiolr Arbitration a) Except as may be otherwise herein expressly provided, this Agreement shall be construed, and the rights ofGOSL and SL MINING hereunder shall be determined, according to the laws ofSiena [.€one.
b) The parties shall in good faith endeavour to rcaclr arr amicable settlenrent ofall differences ofopinion or disputes which may arise between thenl in respect to the execution performance and interpretation or tenninatioD of this Ageement, and in respect of the riBhts and obligations of the parties deriving therefrom.
c) In the event that the parties shall be uDable to reach an amicable settlement within a period of3 (threc) morths from a written notice by one party to the other specirying the nature ofthe disputc and seeking an amicable settlement, either party may submit the matter to the exclusive jurisdiction of a Board of3 (three) Arbitrators who shall be appointed and carry out their mission in accordance with the lntemational Rules ofConciliation and Arbitration of the Intemational Chamber of Commerce (ICC).
The venue of the arbitration shall be London, England.

The English language shall be used ir the proceedings.

The award and any decision ofthe Arbitration Board shall be final and binding and enforceable in and by tlre courts of Sierra Leone upon either parly haying the same force and effect as a judgment ofa court ofthe last resort of the Republic ofSiena Leone or any other appropriate jurisdiction.
d) In the event ofany notified dispute hereurder, both parties agree to continue to perform their respective obligations hereunder until the dispute lras been resolved in the manner described above.
6.10 Revocation by the Governme[t If and whenever any sum of money payable hereunder by SL MINING as reot or royahy shall be in arrears for the space or 6 (six) nronths after thc datc on which it becomes due and payablc, or if there shall be any breach or non-observance by SL MINING of any of the terms of the Mining Lease, this Agreement, or any other license or lease granted herein or hereunder, or if it shall enter into liquidation then and in any such case, GOSL, may revoke thc license or lease in question and thereupon the same and all rigbts there uDder graDted pursuant to this Agreement shall cease and determine, but subject nevertheless and without prejudice to any obligation or liability imposed by or incurred under the temrs and conditions thereof; provided always that save as lo tlre non-payment ofrent or royalty the aforesaid porver of rcvocation shall not be exercised unless and until notice has been given to SL MINING specifying the particular breach complained of aDd if the breach is capable of remedy, requiring SL MINING to rcmedy the breach and./or to make reasonable compensation in money for the breach ifsuch breach is compensable, and SL MININC fails within a reasolable time thercafter to remedy and/or rnake reasonable compensation in money to the satisfaction ofGC)SL for the breach.
6.11 Ratification and Amendment Inrmediately upon execution ofthis Agreement, GOSL will cause it to be ratified by the Parliament and promptly cause it to be promulgated thereafler as an act ofParliament by publication as a Supplemeot to the Sierra Leone Gazette.
In the event that GOSL and SL MINING mutually agree to amend any of the provisions of this Agreement, including any agreement to vary the terms of lhis clause, such amendnrent nray be eflected by agreement between the parties evidenced by an instrument in writing.
Any such amending agreement 2l shall take effect without further ratification or confirmation by Parliarnent save to the extent that it may be inconsistent with any law in force in Sie.ra Leone atthg time when such agreement b€tweeD the parties is executed in whiah evont such amendment will be ratified by Parliament.
6,12 Force Maieure a) Failure on the part of either SL MINING or GOSL to fulfil any of the terms and condirions of this Agreement shall not give rise to a claim by the other party or be deemed to be a breach ofthe Ageemert insofar as the failure arises from force majeur€, and ifthrough force majeure the fulfilment by either SL MINING or GOSL ofany of the terms and conditions ofthis Agreement is delayed, then the period of such delay shall be added to tho periods fixed by this Agreement.
b) The payment obligations ofSL MINING shallbe suspended for the duration ofany force majeure event except in respect ofany monies due at the datc ofthe occurrence ofthe force majeure event, which shall remain due and payable.

c) In this clause, the expression "force majeure" includes, without limitation, an act of God, peril of air, land or sea nayigation, action of thc elements.

storm, flood, €arthquake, ground cave-in, subsurface pollution (natuml gas etc.
), explosioB, fire, terrorist activity or other hostilities, war (declared and undeclared), blockade, insurection, civil commotion, riot, epidemics ofany scale, medical emergency, revolution, embargoes or any similar event to the extent that the party affected (i) could not have reasonably foreseen such event and (ii) could not have reasonably prevented or controlled it, The expression "the Agreement" includes not only the terms and conditions of the Agreement but also the terms and conditions ofthe Mining Lease.
d) Any claim of force majeure must be notified in writing by the affected party to the other party withir seven days ofthe date when the force majeure ocruned or the affected party should have reasonably known ofthe event of force majeure, failing which the claim of force majeure is hereby waived.
6.13 Noticcs a) All orders, approvals, declatations, noti@s and communications ofany kind behveen the Minister or any other representative ofGOSL aud SL MINING shall be in writing and thc contracting parties shall not uflder any circumstances be permitted to allege or to r€ply upon any oral order, approval, declaration notice or communication from GOSL to SL MINING and any such wri$en notice, etc.
from GOSL to SL MININC shall be delivered to the registered office ofSL MINING or such oth€r address as may be fumished in writing, addressed to SL MINING for the attentior ofthe Directors.

b) All declarations, notices and communications from SL MINING to GOSL shall, unless otherwise required by law or by the terms of this Agreement or unless GOSL shall otherwise direct by written instructions to SL MINING, be mailcd oI delivered to lhe Director of Mines at his office in Freetown.
6.14 Riqht of Terminatiotr bv SL MINING SL MINING shall have the dght to terminate this Ageement at any time by (i) providing not less thar 12 months' notice in writirg to GOSL to that effect and (ii) complying with such conditions as may be prescribed or stated in this Agreement and any other agreement relevant to the prcgramme ofoperations.

Upon termination, the Pafies shall be entitled to receive such amounts owing to them before the termination of this Agrcement.
Such termination shall be without prejudice to any liabilities or obligations incurred by SL MINING in relation to the Mining Licence Area prior to the dale of termination.

6.1s &d!gb!4aw Except as otherwise specifically provided in this Agreement this Agreement shall b€ govemed by interpreted and consbued in accordance with the Applicable Law.
22 SIGNED SEALED AND D HON ATHAJI MINKAITU Minister of Mines and Mineral representing the Government of Si RFI: BY rce5 rra Leone ln the presence of: PU*r=R MRS FATMATA M Permanent Secretary SIGNED SEALED AND DELIVERED for and on behalf of .St MINING LIMITED.. Di'a dar <Name and position in Company> ln the presence of: tJL t+ ru",n".......6 Ru rt Address... Zoltbd/ sab oAL - 4e/4Ll o ccup.ti on ......... -C-P....... ru* Attached Schedule: Schedule A: Large Scale Mining Licence NO.ML.
0l/2017 Mining License 24 llI ffit MINISTRY OF MINES AND MINERAL RESOURCES LARGE-SCALE MINING LICENCE No ML 012017 Gnnted Unde r TIIE MINES AND MINERALS ACT 2OO9 This AgrEemeol mad€ on the 29r ofMr]lL 2017 bctwc€n the Govemment of Sierra [.one (her€inaRe.
called *the Lic€nsor") ofoDe pafi, and SL MINING LIMITED whos€ addEss is 26 Mrh Molol Ro.4 Fr..tow!, Slicrra Lorc hereinaier called 'the Company' (wiich exprcssion shall hclu& its permited assigns) oftie o&er part WTNESSETH AS FOLLOWS: l. tD coosideration of thc psyncl s hseinrfter res€rvcd and of the performsnce by th€ Licens€c of the ddies imposcd upon mining liccnsccs gcncrally by the Min6 8nd Min€rals Act 2009 (heEinaner called "rhe Act'J, ard of thc covcnant!
hercinsftc, contlincd tl|c LicsEor does in pursuance ofthe powers confened by the Act snd $bjecr to tre prDvisioos of the said Act, dcmisc and grant lnto frc Liccnscc rhc min€r.ls coDtaincd in Schcdulc B he.eto in the srea mentioned and dcscriH in Scrtedulcd A bercto, rog€dl€r with ir rcspeo of in righi confanld upon mhinS lcss€cs genc.slly by Act.
To HAVE sucb mincrals rtrd at€as AND TO HOLD the prt nises hereby demiscd and granted unto the Company for a term of 25 yerF from 29tr Mrrch, 2017 and qrch erdeasions oftbe terE &s msy be endoned hereon, to earlier partial or full surllod€r or tqoinarion &s Fovided foi by S€ctioos 54 .rd 55 subj€ct oftlE Act.

2.
2.

Thc Compary shsll: (a) Pay on llr€ 29L diy ofMarch,2017 and on rhe same date each year in advanc€ to ttc Commisrioner€ licence 8nrually in advanc€ and wi0rcut dern rd sn snn!81 ch&ge of Fiye Elldrcd Thoo!.rd Umt d,Strt€ DolLrr (USS 500,000.00) or a $m as may be ftom time to timc prEscribcd in th€ rrgularions.
NRA during tie tcnn ofth€ €dcral (b) Pay to the landorvncr aod/or occupier through rhe appropriate local authority annuslty in advance and without dcmatd ErI amual surface rent detcrmined by mutual consent pursuant io Se€tion 34 ofthe Ac!

for all lsod occupied or used by the Company for the purposes cnmicrated in seciion 163 of the Act.

(c) Pay ro th€ Commission€r-Geflcr8l NRA I myalry d a ratc for lhc mirrmls mined as *ated in Sccriod 148 (2) ofthc AcL !
I I l' (d) kovide the n€cessary financial suldy as ag€ed with the Govemment of in rcspec!

of gua.aotees for the costs of .ehabilitatioo as pan of Sierra L€one the cnvirormental malagement programlre according to S€crioo 136 of lhe Act alld descriH hereto in Schedule F. (e) Expend a sum ofnol less tlEn one psc€nt ofone percenr ofthe gross rcvenue carned by tte mining operations in t1rc EEvious yeaI from rie dlte ofthe first sale ofminErals on colnmunity development actiyities 3.
The Compony her€ty covenants with the Licosor io comply witt the provisions of the Act atld amending Acts alrd Rules arrd regulations under the Act and with any instructions la*firlly giveq and in particular: (i) To c.nduct mining operalionq unless prcvented by unsvoidable aclident, continuously, vigorously and effectually i'l accordaace with the programme of mining operations apprcved by dre Liclnsor ar Schedu:e C herelo.
(ir) To exertise dr rigtts hereia graated in uch mannfi so as not to urlawfully intefcrc with or uorEasonably hin&r those having a legitioate right fi€:t land srd pass to aad fiom suoh arEss agetrts, servants snd laborers, to entea dt€ acc$ding to Sch€dule D heEto.

r I (iiD where continuation of mining activity beyoad the Lrm of tie Licenc€ is rcquire4 not larer thrn liEcty (90) calenda.

days befo.e th.

.xpiry of tie Licctrc!, the licsoso.

apply lo the Mining Cadastre Office fot a rgnewal.


(iv) Rcport to rhe Miniog Cadsstse Office usirg form c25 any change in regist€r€d details of rie minerai righ!

iDcluding but tlot limired to ad&cif phone and email contact information ofthe license boldcr and/or rEgistered ageDt (v) To promote :ocal cmploym.ni ard comply with the agreed prognmnre of ernployment and Eaining of cirizsns of Siera I,Eone approved by the Licensor accarding to Schedule E hcrcto.
(yi) To coiduct operatiofls in such a msnn r that is rEasotubty practicable in otd€.

to minimize, manage and o. mitigale any onvironmcntal impac!

and to rehabilitate Erc land as far as is possible, according to Schedule F hereto.

(yii) Whercyer p.scticsble to procure goods and servic€s ftom wilhil Siera tEon€, pursuant to Section 163 ofthc Act aad Schedule G hercto.
(viii) To p.omote condiliors of safe opetatioll ard healthy working practices such tlut workers and others afccted by the mbing operalions a.a nol exposed to ally hsz.rds to thei.

h€al$ ard safety, (ix) Comply w:1h all fin&cial proyisions of the Acr aDd act in accordance with irtcmational business prscricas in rEgard to the ssle of geDerally ac4?t€d minerals <or Plecious stoneg.

x.
x.

To prcmote susainable developme4 enhanc€m€nt of general welfare and irDprcvement in the quality of life of the lo(al community affect€d by the &ining &vcloprndtl as dcscaibed by dlc Cooutrunit!

Developoent Agrrcrnelt according to ScHulc 1.1 h€rao.

The Company shall be e itled to all righ6 and privileges trherher or not rcfefied to herein.

granted urde.
granted urde.

the Act, Nothiag containcd hcrrio sh8ll cxcmpt thc Licrnsce from ary obliSatioq conditioq or requirqrcd containcd in any othcr AC1 oftte Rcpublic of Sicrra Lcone- 4. l tN WIfiESS WHEREOF, the Licemor hereto has s€l his hand and S€al lnd the company hrs c.used its comnon scal to be hcrclo amrfted fie day and yea, fira above *ritten.

(?

ALHAJI }tL\KAILU Ministerof Min6 lnd Mioqal Resourc€s reprrse- ing thc Govcmment of Sierm Leooe ln the prEsence of: {qi.^-a lc.r: L .-, ..... 1... .

.1r'.
.1r'.

MRS. FATMATA S. MUSTAPHA PERNIANENT ST]CRETARY SIGNED.

SEALED AND DEt-IVERED for and on behalfof ...S1- )lt.\*llG LIIIITED ...&;o** 1,""d .

Art t <Name and position in Comp6Jy> In thc prcsgncc of: Na,n",..{\.As.-\*+.*-.k-or.tg}.g............

noanss:.t1lihi hF.r.+.e(.*irl<S...

*.ct\i<rqru] (\eSo-..c o-s Oc.upsrion:.>.f .C.-.$€-Ha }-.
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