Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698754677215.pdf (Sierra Leone)
Ak \ STATUS OF NEGOTIATIONS - 14 AUG 201 1 Final draft discussed between HPM and RR and now subject to internal GOSL review MINING LEASE AGREEMENT between THE GOVERNMENT OF SIERRA LEONE and LONDON MINING COMPANY LIMITED THIS AGREEMENT is made this 3--l 34- day of f< A^-arg 201L between THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE represented by the Minister of Mineral Resources (hereinafter referred to as "GOSL') of the ONE PART, and LONDON MINING COMPANY LIMITED, a limited liability company incorporated under the provisions ol Cap.249 of the Laws of Sierra Leone 1960 with registration number C.F 14512006 and with its registered offices at 27 Old Railway Line, Freetown in the Western Area of the Republic of Sierra Leone (hereinafter referred to as "LONDON MlNlNG", which expression shall, where the context admits, include its lawful assigns and successors) of the OTHER PART.
WHEREAS a) b) c) By the Mining Lease, as hereinafter defined, GOSL demised and granted to LONDON MINING the minerals contained in Schedule B thereto in the area described in Schedule A thereto according to the "LMC Work Plan" described in Schedule C thereto, together with the rights referred to therein for a te-rm of twenty-five (25) years as from 3l August 2009 upon the terms and conditions therein stated, and GOSL and LONDON MINING further entered into a Mining Lease Agreement (as hereinafter defined) as a supplemental agreement to the Mining Lease, and GOSL and LONDON MINING have agreed to amend the terms of the Mining Lease Agreement pursuant to Clause 6 (i) thereof upon the terms herein.
IT IS HEREBY AGREED AS FOLLOWS: I.
1.1 Definitions DEFINITIONS AND INTERPRETATION ln this Agreement the following expression shall otherwise, have the following meanings: unless the conte)it requires 'Agreement" means lhis Agreement amending the Mining Lease Agreement, including the schedules hereto, which forms an integral part of this Agreement, and references to this Agreement includes references to such schedules; D,P t \ LONOON MINING - GOSL Mining Lease Agreement Final HPIWRR drafr of 8 Aug w- minor conections 14 Aug 201 1 Page 2 "Annual Adjustment" means the amount by which any amounts due under this Agreement and subject to such adjustment is ad.justed on an annual basis: this adjustment shall be based on the U.S. "GDP lmplicit Price Deflator" as published from time to time by the U.S. Department of Commerce, Bureau of Economic Analysis, or any comparable index.
'Change of Control" shall mean the consummation of any transaction or series of transac{ions (including without limitation any joint venture, management anangement, sale, rnerger or consolidation), lhe result of which is that LM plc or any other group of shareholders that collectively beneficially own more than 50% of the voting equity of LONDON MINING b€fore such lransaclion or series of transactions cease to (i) be beneficial owners of more than 50% of the aggregate voting equity of LONOON MINING or (ii) have the power to direct or cause the direction of the management and the policies of LONOON MINING; 'Mining Lease Agreement' means the Mining Lease Agreement between GOSL and LONDON MINING dated 31 December 2009 and ratified by Parliament on 10 February 2010; "Effective Date of this Agreement' means 1 January 2011, provided that this Agreement is subsequently ratified by Parliament as contemplated by Clause 6 (i) of the Mining Lease Agreement ; "lncome Tax Act": means The lncome Tax Act, 2000 of the Laws of Siena Leone, including any legislation arnending the same or substitute thereof and all regulations and rules from time to time in force thereunder; "LM plc" means LONDON MlNlNG, plc, an English public company, being the maiority shareholder of LONDON MINING; "Minerals Act": means the Mines and Minerals Act 2009 of the Laws of Sierra Leone, including any legislation amending the same or substituted thereof and all regulations and rules from time to time in force thereunder.
"Mining Lease" means Mining Lease NO.ML.Zo9 dated the 31of August 2009 made between the GOSL of the one part and LONDON MINING of the other part and duly registered as No.2712009 at page 144 in volume 8 of the Book of Mining Leases kept in the ofiice of the Registrar of General, Freetown and as arnended from time to time; "Mining Lease Area": means the area described in Schedule A of the Mining Lease and as set out in Schedule A hereto: "Minister": means the Minister responsible for mineral resources; "Programme of Mining Operations" means the programme of mining operations as at August 201 1 , which updates and replaces Schedule C to the Mining Lease entitled "LMC Work Plan", as amended under Section 113 (1) of the Minerals Act and as shall be further amended from time to time pursuant to Section I 13 (1).
"Nominated Suppliers" mean those independent, unaffiliated entities, excluding banks and financial institutions, listed in Schedule E and as amended from time to time throughout the project and supplying substantial lo slueurncop leuorlezrueoro aql (r) lo uorlelor^ Jo r.lsearq e ur llnsel Jo rllrr!^ lcruuoc llrm (qalaq pagegdLuaguoc suorleOrlqo aql qlwr acuerldu.roc s,gNlNllll NOONO] .rou lueuraar6v srql lo Ara^rlap pue uorlncaxa eql raqtraN (c) 'luauiaaJov srql ezr-roqlrre o1 cld w] ro gNlNlW NooNol lo srolcarp ]o prEoq aql lo pejrnber sr uortEzuoqlne Jo luasuo3 lequn] ou pue 'cNlNlhl NooNol lo ued aql uo uorpe raqlo ro alerodros fuesseceu lte pezuoqlne Ilnp uaaq a^eq Japunaraq suorleorlqo s} lo ecueuro!3d eql pue ^q luatuaalDy slql ,o eNlNlW NOONO1 i(q fue,u1ap pue uortncexa aqf (q) 'r6punoraq suoqe6rlqo sgr u-uoyed ol puB ]uauiaer6y srql .tanrlap pue aln3axe o1 {yroqlne pue ra,uod eystnbar aql lle seq gNiNlhl NOONO-I lueulaar6v srrll Jo uortelnp aql lnoqonorql os uleurer lleqs pue euoe-l eJers,o s/(el aql iapun ourpuels poo6 ur pue 6urlsixa ,(1pi1er.
'pazue6.ro ,{|np ,{uedu-roc i s!

gtttNtw NOoNo-l (e) leqt ISOC ot sluerreM pue sluaserda: Iqaraq gpgplyy NO6NO-l 77 'luaLuaarby srql pue eseal 6urur11 aq1 Jo [ula] aq] 6uunp ea,ry aseal 6ururyl aql ui ace]ns aql A\olaq ro o^oqe 'uo sarlrlrloe raqlo [ue lo 'suorlaado 6ururtu .to uorle.roldxa '6urpedsord (ue ur a6e6ua ol lrl6u aql a^eq lleqs ,()rlua ro uosad laLllo oN slelaurLlr paleroosse pue aro uor!
euru.r p8e .joJ aroldxa o] luaruae-r6v sr.ll pue aseal Oururyl aql Jo urral aq1 6uunp 1q6r.t aq1 o^Eq llBr.ls pue 'y roJ ]srul ur ro ''lSO9 rapun .ro Gururelc suosJad Jo uosied Jaqlo uoqdn:ra1ur lnoqlrrrr ealv oseal 6ururyl aq1 Aolue Ilqeeoead ileqs CNIN I| NOONO-I (c) ^ue Iq Jo'lSOg ^q :slq6u Wns Aue ql/r\ lualsrsuocur urelo Jo lq6u iue qlu'^ uorlcauuoc ur Jo jo 1no Oursue a6eurep ro ssol lle pue ,(ue lsure6e gNlNlW NooNol [yuulapur o) saaJOe r(11e:aua6'ISOC pue 'olaleql sluauralo.rdulr ,{ue ol Jo eerv esee"i 6ururyr; aq1 uodn Jo Japun 'JaAo palef,ol sleiaulLu lue ;o lcadsar ur slsarelur jo ocv sleJautf,l aul u!
peutJep se) s1q6u ;eteurul Aue a^eq lleqs Jo sBq uoslad ou 'luaLuaar6y srql pue eseal 6uiuryl aql Jo acualsrxa aql 6uunC (q) :acuerqLuncua teqlo Jo'r.

!relc 'uarl ,(ue 1o aar1 'olalaql burgela.r aseal 6ururur e luer6 o] lq6u allsnl3xa pue alos aql seLl rlclr.l/vl '-lso0 ur palsa^ s!

eaiv eseel 6urur1r1 aq1 uodn ro repun'ur slerauru crtue eql 'lov sleJauty!

aql o) luenslnd (e) lle Jo lorluo3 pue ^ladoJd leql e NINIW NOONO'1 ol slueleM pue stuasardar [qa:aq 1969 't'Z S3IINVUUVM 3AIl-33dSfU .Z .
'luauraajov srrll ol elqmrldde sr pv sleraurt^ eql ul a3uajajsj leql se ieJ os ur 'uleraq ol peIaJaJ aseo-l 6ululy!
aql apnlcul pue o) lala.l ol 6ururu.t ole3s a6rel, ol lav slelauly{ aq1 ut acualalal ,(uy perulsuoc eq lleqs "sasuecr; 'esla^ acr^ pue lernld aql epnlcur lleqs.te;n6urs aq1 Ouluodult sp;o/v\ 's)tt:pe os Xeluor aql eJeqM uollelaJdralul 'z'l '000'000' I $sn lo ssecxa ur lunoure lcerluof, e 0ur^lo^ur .ro ieari euo ueul ejolrJ Jol se3!ruos pue spoo6 1o ,(lddns aql 6uraq'srseq uraybuo; e uo CNINIIAI NOONO1 ot sa3rtues pue spoo6 C a6ed !

toz 6nv r!
toz 6nv r!

suorlJa.,roo louru, -M 6ny g 1o gelp gg7613g 1eur3 luouiaaJOV aseai 6utur11 1999 - 91.11611t1t NOONOI LONOON MINING - GOSL Mining Lease Agreement Final HPiTURR draft of I Aug w- minor conections 14 Aug2O11 Page 4 LONDON MINING or LM plc, (ii) any provision of law applicable to LONOON MINING or LM plc on the date hereof or (iii) the terms of any material agreement to which LONDON MINING or LM plc is a party or by which LONOON MINING or LM plc is bound.
(d) LONDON MINING has the financial and technical capabilities to finance and carry out the Programme of Mining Operations in accordance with this Agreernent.

.

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 of this Agreement.

MINING LEASE Aoplication of Minerals Act 2.3 3 3.


1 The provisions of the Minerals Act relating to mining leases shall apply to the Mining Lease, this Agreement, and any Additional Mining Leases, except to the extent that they are inconsistent with the provisions of this Agreement and the Mining Lease, in which event the provisions of this Agreement and the Mining Lease shall prevail.
As used herein, 'Additional Mining Lease'means any additional mining lease licence granted to LONDON or licence or prospecting/reconnaissance MINING pursuant to this Clause 3.1.

3.2 Term and Renewal The Mining Lease granted to LONoON MINING was granted initially for a period of twenty-five (25) years as provided for therein.
lt shall then be renewable for a further period of fifteen (15) years upcin an application made in writing by LONDON MINING to the Minister at least one year before the expiration of the original term in accordance with Section 112 of the Minerals Act.
Upon the making of the application to renew the Mining Lease, LONDON MINING or GOSL may request that certain of the terms of the Mining Lease or this Agreement be amended and shall negotiate the effecting of such amendment (s) in good faith, it being understood that the existing terms of the Mining Lease and this Agreement shall remain in effect until mutual agreement is reached or until it is determined that the Mining Lease shall not be renewed.
A decision not to renew the Mining Lease may be reviewed in accordance with Section 175 of the Minerals Act.

Any revocation or non- renewal of this Agreement shall automatically constitute a similar revocation or non-renewal of the Mining Lease and vice versa.

Revocation is subject to clause 6.10.
3.3 Extension of Mininq Lease Should the current holder or its successor of the mineral right on the land area in a 25 (twenty five) kilometre radius of the Mining Lease Area definitively surrender all or a portion of its rights to the surrounding area, or I t ., 'J- LONDON MINING - GOSL Mining Lease Agreement Final HPIWRR drafr of 8 Aug w- minor conections 14 Aug 2011 Page 5 should the license be cancelled, in such event, LONDON MINING shall be given the first right option to apply to GOSL for any additional reconnaissance licenses, exploration licenses, small or large scale mining licenses specifically for iron ore , provided such areas do not fall within another company's valid mineral right and provided further that LONDON MINING makes such application within 60 days of written confirmation of such surrender or cancellation.
lt is understood that the option to apply is no assurance of the grant of those licenses, as referred to above to LONDON MlNlNG, which such applicalion will be disposed of as provided in respective provisions of the Minerals Act, nor that the fiscal advantages contained in this Agreement shall automatically apply to iron ore mined from these additional areas.
3.4 Surrender of Mining Leases (a) Subject to Section 51 of the Minerals Act, LONDON MINING may surrender all or part or parts of the Mining Lease Area included in the Mining Lease Area or an Additional Mining Lease at any time during the term of such Mining Lease and or Additional Mining Lease by notice in writing to the GOSL to that effect of not less than three months notice; and upon such surrender the lands surrendered shall cease to be comprised in or subject to the provisions of such Mining Lease and or Additional Mining Lease.
(b) Upon the surrender, expiration or other termination of the Mining Lease or of any portion thereof, LONDON MINING shall comply with any conditions stated in this Agreement or Schedules as regards the surrendered lands and be granted a period of not less than six months, or such longer period as the Director may specify, immediately following such surrender, expiration or termination in which to remove all or any of its buildings, structures, plants, machinery, equipment or other effects from the areas covered by the Mining Lease or portion of the Mining Lease surrendered, expired or terminated.
4.

GENERAL RIGHTS AND OBLIGATIONS OF LONDON MINI NG ln addition to the other rights granted by this Agreement, the Mining Lease and the Minerals Act, and other applicable laws of Sierra Leone, LONDON MINING shall have the following rights: 4.'1.
GeneralObliqations (a) LONDON MINING shall at all times perform its duties, obligations and work in the Mining Lease Area with all due professional diligence and will use its best endeavours to achieve the best available international standards for operations and safety standards prevailing in the mining industry worldwide at all times.
(b) LONOON MINING shall proceed with the development of the mine and related plant and facilities, and carry out the mining and processing of iron ore and iron ore tailings in accordance with the Minerals Act and the current Programme of Mining Operations,.

LONDON MINING shall have the right to cure any alleged breach as provided in Clause 6.1 0 of this Agreement.

LONDON MINING - GOSL Mining Lease Agreement Final HPIIURR draft of I Aug w. minor conections 14 Aug 20'11 Page 6 4.2.
Riohts lncidental to Minino Operations ln order to facilitate its mining operations, LONDON MINING shall have the following rights, subject to compliance with applicable law : (a) To demolish any derelict buildings within the Mining Lease Area, with due regard for health and safety considerationst (b) To remove and sell for export any surplus scrap metal not required for the conduct of normal operations situated within the Mining Lease Area, subject to any applicable government charges, and taxes levies, duties or royalties; (c) To create, hire and maintain an unarmed security force to provide a deterrent to vandalism, thefi and trespassers; (d) To transport all iron ore and associated mineral concentrates using public highways and LONDON MINING constructed roads to a jetty on the Port Loko river and any other infrastructure and/or port solution it constructs later in its operation for the expansion of production and to be given the opportunity to ship such concentrates using the Marampa to Pepel railway line and the Pepel Port afler the construction of such facilities shall have been completed, subjecl to the 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 infrastructure required to deliver its Programme of Operations,to the extent provided in Clause 4.5.
(f) On the lands included within the Mining Lease Area to cut take and use any tree when ne@ssary 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 reserve or protected forest except with the consent ofthe Director of Forestry or before paying the fees and royalties prescribed by the Forestry Act 1988 (Act No.7 of 1988).

4.3.
Restrictions on exercise of riohts under a mineral Riqht LONDON MINING shall not exercise any of its rights, under the mineral right (a) in respect of any land dedicated or set apart for any public purpose other than mining including any street, road, highway, or aerodrome except with the written consent of the responsible Minister or other authority having control over such land, and such consent may be given unconditionally or subiect to such conditions as may be specified in the instrument of consent, such consent will not be unreasonably withheld or delayed; (b) except with the written consent of the owner or lawful occupier or his duly authorised agent, in respect of- - any land dedicated as a place of burial or which is a place of religious or other cultural significance; or LONOON MINING - GOSL Mining Lease Agreement Final HPiTURR drafr of 8 Aug w- minor conections 14 Aug 2011 Page 7 any land which is the site of, or which is within two hundred metres or such grealer distance as may be prescribed, of any inhabited, occupied or temporarily unoccupied house or building; any land rvhich is within fifty metres or such greater distance as may be prescribed, of land which has been cleared or ploughed or otherwise bona fide prepared for the growing of, or upon which there are, agricultural crops; or -- any land which is the site of, or within one hundred metres or such greater distance as may be prescribed, any cattle dip, tank, dam, or other body of water, But where any consent so required is, in the opinion of the Minister, being unreasonably withheld, the Minister may, on such conditions, if any, as he may impose, direct in writing that the need for the consent under this paragraph shall be dispensed with and authorise the holder of the mineral right to exercise all or any of his rights under it; (c) in respecl of any land reserved for the purpose of any railway, highway or wateMay or which is within fifty metres or such greater distance as may be prescribed, of the boundaries of any land so reseNed, except with the written consent of the responsible raikay, highway or waterway authority; and (d) in respect of any land within any township, or within two hundred metres or such greater distance as may be prescribed, of the boundaries of any township, except with the written consent of the local authority 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 of resettlement as a result of being displaced by a proposed mining operation are resettled on suitable altemate land, with due regard to their economic well-being and social and cultural value so that their circumstances are similar to or improved when compared to their circumstances before resettlement, and resettlement is carried out in accordance with the relevant planning laws.
(b) The cost of resettlement shall be borne by the holder of the mineral right as agreed by the holder and the owner or lawful occupier of land or by separate agreement with the Minister, or in accordance with a determination by the Minister, except that where the holder elects to delay or abandon the proposed mining operation rvhich will necessitate resettlement, the obligalion to bear the cost of resettlement shall only arise upon the holder actually proceeding with the mining operation.
(c) Subject to (a) and (b) above, the Minister may take the necessary action to give effect to a resettlement agreement or determination.
4.5 Accessorv Works and lnstallations LONDON MINING - GOSL Mining Lease Agreement Final HPlrt/RR drafr or O Aug w- minor conections 14 Aug 2011 Page 8 (a) LONDON MINING shall have the exclusive right to use, construct, repair and operate within the Mining Lease Area, any roads, buildings, plants, structures, living quarters, water supply systems, pipelines, conveyor belts, communications systems, 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 its operations under this Agreement, subject to the legitimate rights of residents and other third parties, provided that LONDON MINING follows prescribed procedures and the rules of the appropriate regulatory authority regarding their construction and use, and provided further that reasonable right of use shall be granted to GOSL representatives and any residents or other legitimate users of the Mining Lease Area.
(b) GOSL shall use its besl endeavours to grant a priority right to LONOON MINING to use, construct, repair and operate any roads, buildings, structures, water supply systems, pipelines, communication systems, electric power systems, 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 Lease Area, subject to the legitimate rights of GOSL and third parties (provided that such use, construction, repair and/or operation does not adversely impact third party operations), subject to the written consent of the national or local authority having control over the respective utility and to LONOON MINING following prescribed procedures and making the requisite payments regarding lheir construction and use and provided further that a reasonable right of use shall be granted to GOSL representatives in the course of their normal regulatory activities.
4.6. x ort of lron Ore Conc n Subject to Section 1 13(5), and Section 167 of the Minerals Act, LONOON MINING shall have the right to export all iron ore and associated minerals or mineral concentrates raised or obtained in the course of mining operations to any country other than countries to which the laws olthe Republic of Sierra Leone prohibit such exports.
4.7, Admission of Personnel (a) Citizens of Siena Leone possessing the necessary qualifications and experience shall be given preference for employment in all phases of operations under the tvlining Lease and this Agreement and in accordance with the national labour laws.
(b) LONDON MINING shall not employ or in any way use child labour (c) LONDON MINING and its Nominated Supptiers shall not import unskilled labour for the carrying out of any operations, developments, or maintenance undertaken by them by virtue of this Agreement, and in that regard, LONDON MINING shall ensure thal (i) its Nominated Suppliers and (ii) its subcontractors comply with this provision and shall apply applicable labour law.
(d) Sub.iect to the foregoing restrictions and to any applicable provisions of the Non-Citizens (Registration.

lmmigration and Expulsion Act No.


I LONDON MINING - GOSL Mining Lease Agreement Final HPI]VRR drafr or 8 Aug w- minor conections '14 Aug 2011 Page I 14 of 1965), all persons deemed by LONOON MIN|NG 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 enter and reside in Sierra Leone and to depart from there in compliance with the immigration and labour laws of Sierra Leone.
GOSL shall facilitate multiple entries into Siena Leone for business purposes by desagnated directors and senior managers of the parent company of LONDON MlNING.

GOSL agrees that it will encourage and assist the efforts of LONDON MINING to secure and maintain an adequate labour supply, consistent with labour laws of Sierra Leone and sound business practices.
LONDON MlNlNG, shall also establish and carry out a plan for training for local employees in accordance with Minerals Act, section 110(2)(c) (set out in Schedule D) and execute that scheme in accordance with Minerals Act, Section 164 (4), so as to enable Sierra Leoneans to assume skilled, technical, supervisory, administrative and managerial functions in LONDON MINING within a reasonable time, subiect to GOSL's compliance with sub-Clauses 4.7 (e) and (0.
LONDON MINING shall submit a written report bi-annually lo the Director of Mines, as defined in the Minerals Act, describing the number of personnel employed, their nationality, their positions and the status of training programmes for citizens of Sierra Leone.

Failure by LONDON MINING to comply with the provisions of sub clauses (b), (c) or (g), above, shall be regarded as a material breach of the Mining Lease and subject to Clause 6.10 of this Agreement; the same may be suspended or cancelled.
(e) (f) (s) (h) (i) 4.8 Government Protection and Assistance (a) GOSL undertakes to grant to LONOON MINING such assistance as it reasonably can lo enable the experts and lechnicians sent by it to carry out its tasks in the best and most efticient manner.
GOSL will make available to LONDON MINING all aerial, magnetometer 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 of GOSL, it can disclo:;e, and will permit LONDON MINING to obtain copies of all such surveys, photographs, plans, maps and information for their own use upon payment of the actual cost of making such documents.
(b) LONDON MINING will make available to the Government Geological Survey Department all similar data that it compiles or acquires from others under circumstances which permit disclosure thereof to others; provided, however, that GOSL agrees that its said Department will treat all such data made available to it as confidential during the life of this Agreement without the prior consent of LONOON MlNlNG.
(c) GOSL will extend to LONDON MINING all reasonable assistance (including taking administrative action and other action vis-a-vis statutory LONOON MINING - GOSL Mining Lease Agreemeot Final HPIVRR drafl of 8 Aug w- minor mnections '14 Aug 2O'11 Page '10 bodies) to enable and facilitate the carrying out of its funclions and achieve ils objectives in the best and the most efficient manner and, without limitation, to enjoy its rights and privileges under this Agreement to the extent consistent with the laws and regulations of Sierra Leone and the Mining Lease.
(d) GOSL shall extend to LONDON MINING all reasonable assistance to facilitate their transport of iron ore and associated minerals or mineral raised or obtained in the course of mining operations and to conc€ntrates permit all barges moving ore, as well as other vessels, to travel freely and unhindered, subject to applicable laws and regulations and to reasonable right of access by other users and by GOSL, with or without conditions established by GOSL.
Where such rights of access would prove unduly disruptive, LM shall have the right to impose reasonable conditions on such use.
GOSL shall have the right of inspection in the course of their normal regulatory activities, including, but not limited to, from a jetty at Tawfayim, down the Port Loko Creek through the Channel between Bunce lsland and Pepel, into the Sierra Leone River and thence to a suitable shipping anchorage in the estuary of the Sierra Leone river off Freetown where the cargo will be transhipped to ocean-going bulk carriers.

The barge transit would be between 30 and 40 nautical miles as shown in Schedule "B'.
LONDON MINING could outsource the barge loading, transport and transhipment operations and also establish a number of anchorage locations that are feasible and acceptable to the regulatory authorities.

Subject to the needs of other users of waterways in Sierra Leone and applicable laws and regulations of Sierra Leone, LONDON MINING may also be given permission by the regulatory authorities to the extent feasible to use deep draught vessels and to dredge the channel as necessary to accommodate such vessels.
4.9. lmportation of Machinerv GOSL agrees that it will grant any and all permits and permissions necessary for the importation into Siena Leone of machinery, equipment, supplies and seNices necessary for the conduct of prospecting, mining, processing and transportation operations contemplated by this Agreement.

4.10.
4.10.

Exportatiqn of Equipment GOSL will grant any permit and permission for LONDON MINING to export from Sierra Leone any mining machinery, plant, equipment, consumable mining stores, goods and surplus equipment of lvhatever description imported by il for the conduct of its prospecting, mining, processing and transport operations contemplated by this Agreement, provided that any export shall not have any adverse impact to the environment or the community in the Mining Lease Area or nearby areas.

4.11.
4.11.

Protection ofthe Environment and Local Population (a) LONDON MINING shall conduct its Mining Operations in accordance with 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 subject to any regulations made under the EPA 2008, as they may be amended from time to time.

ln the event of a conflicl betlveen these two Acts, the provisions of the EPA 2008 and its respective regulations shall prevail.
LONDON MINING - GOSL Mining Lease Agreemeflt Final HPiTVRR draft or 8 Aug vr minor mnections 14 Aug 2011 Page 11 (b) LONDON MINING shall at all times do eveMhing reasonable in its power to limit the damage and disturbance to the local environment and populace.

The Environment Proteclion Agency (the "EPA") may at any time conduct periodic inspections of the Mining Lease Area.
(c) LONDON MINING shall, in accordance with the Environmental Protection Agency Act 2008, conduct its mining oprations and all project activity with a degree o{ care and professionalism and within two years of signing the agreement LM shall comply with high international environmental protection standards.
(d) ln particular, subject to (e) below, LONOON MINING shall employ in its mining operations advanced techniques, practices and methods of operation for the prevention, limitation or treatment of pollution and the avoidance of unnecessary loss of, or damage to, natural resources, in each case in accordance with generally applicable law.
(e) LONDON MINING shall be responsible only for any pollution, risk, claim or other environmental damage arising during the term of the Mining Lease, since its award on 31 August 2009 and any environmental damage caused for the period between commencement of exploration up until 3l August 2009.
4.12 Reclamation and rehabilitation of mined out areas (a) Within six months of the signing of this Agreement, LONDON MINING will prepare at its expense and submit to the Environmental Protection Agency of Sierra Leone ("EPA") and GOSL simultaneously a comprehensive master plan (the Rehabilitation and Reclamation Master Plan) that will address the issues of reclamation and rehabilitation of mined'out areas, provided that the Rehabilitation and Reclamation Master Plan will be subject to the provisions of the EPA 2008 and any regulations made thereunder and, where not inconsistent, in compliance with the Minerals Act.
(b) The Rehabilitation and Reclamation Master Plan shall clearly identify the extent of the reclamation and rehabilitation attributable to operations conducted prior to the commencement of mining operations by LONDON MINING and where possible prior to the commencement of the Mining Lease of 3'l August 2009 ("Pre Commencement .
Reclamation and Rehabilitation obligation") and the estimated cost in Dollars (converted to Leone equivalent at the prevailing rate) of effecting such reclamation and rehabilitation (referred to hereinafter as the "Base Rehabilitation Cost').

(c) The annual calculation of rehabilitation and reclamation cost (including the Base Rehabilitation Cost) will be subject to an annual inflator calculation, in accordance with the EPA 2OOB and any subsequenl regulations. '
(d) LONDON MINING and EPA of Sierra Leone shall jointly calculate and agree on the amount of the Base Rehabilitation Cost at the time the Rehabilitation and Reclamation Master Plan is agreed.
(e) LONOON MINING shall be fully responsible for the anributable cost of reclaiming and rehabilitating mined out areas to the extent that such LONDON illNING - GOSL Mining L€se Agreernent Final HPiiyRR draft of 8 Aug w- minor conections '14 Aug 201 l Page 12 reclamation and rehabilitation is attributable to operations conducled by LONDON MINING subsequent to 31 August, 2009.
(f) Subject to clause 4.11(e) and clauses 4.12(d) and (e), LONDON MINING shall adopt and implement programmes and measures approved by GOSL for effective reclamation of mined out areas including replanting and dealing with mining spoils in which regard a detailed programme for the progressive reclamation and rehabilitation of lands disturbed by mining for the minimization of the effects of such mining on adjoining land water areas shall be submitted to GOSL for approval.
(S) Simultaneously with the lapse of the Phase 1 performance bond as set out in Clause 4.16, to ensure mmpliance with such programme of reclamation and rehabilitation of mined out areas, LONOON MINING shall arrange for a funding guarantee reasonably satisfactory to the Minister and of an amount to cover the estimated cost of restoration and rehabilitation required for disturbance to date, as calculated at the end of each financial year in accordance with the Rehabilitation and Reclamation Master Plan prepared in accordance with clause 4.12a), to be issued by a financial institution (which shall not be an Affiliate of the LONDON MINING) with a long-term credit rating of at least A (or its equivalent) from at least two internationally recognized credit-rating agencies.
Such guarantee may take the form of an inevocable letter of credit or a performance bond in favour of GOSL to guaranlee effeciive mine reclamation and rehabilitation.

At such time as regulations are adopted requiring flnancial guarantees under the EPA in relation to reclamation and rehabilitation, the bond will lapse automatically upon being replaced by EPA guarantee 4.13.
Procurement (a) LONDON MINING shall in the conduct of its activities under the Mining Lease, give preference to products and materials made in Siena Leone and to service agencies located in Sierra Leone and owned as therein provided at comparable quality, delivery schedule and price, to the maximum extent possible and subject to technical acceptability and availability of the relevant goods and services and being consistent with safety, efiiciency and economy.
(b) Without limitation to sub-clause (a) above, LONDON MINING shall in the conduct of its mining operations originate all of its procurement through banking institutions in Siena Leone, whenever possible, as determined by LONDON MINING.

4.14.

Health and Safetv LONDON MINING shall comply with all health and safety standards and laws that are generally applicable in Sierra Leone.

4.
4.

't5 C om mun itv Develooment Proiects LONDON MINING will comply with Sec{ions 138-141 of the Minerals Act in respect of its Community Development Agreement.

For the duration of this Agreement, LONDON MINING agrees to fund its Community Development ARI , lB?.

1o\t{N REE T HILL ipxR i 10$ER LONOON MINING - GOSL Mining Lease Agreement Final HPt\itlRR drafr of I Aug v/" minor conections 14 Aug 2011 Page '13 Agreement as provided in Clause 5.18 and to implement such Community Development Agreement.
4.16 Performance Bond: LONDON l lNlNG undertakes to fumish to GOSL a Performance Bond in the sum of One Million United States Dollars (US$l,000,000) in the form of a Letter of Credit issued by a reputable financial institution in Siena Leone and valid for an initial period of 12 months from the Effective Date of this Agreement (or a longer validity +eriod which is the estimated date of production of 100,000 metric tonnes of iron ore concentrate, being April, 2012) such Performance Bond to be encashed if LONDON MINING fails to make substantial progress towards the re-opening of lhe Marampa Mine within the period of validity of the said Performance Bond, it being agreed that if LONDON MINING produces at least 100,000 metric tons of marketable iron ore from mining operations, LONOON MINING shall be deemed to have made substantial progress towards the re-opening of the said Marampa Mine.
On or before 31 December 201 1 LONDON MINING undertakes to fumish to GOSL a second Letter of Credit in an amount of two million United States Dollars (US $ 2,000,000), valid until 30 June 2015 to be encashed if the company fails to make substantial progress towards the development and operation of the Phase 2a primary ore as specified in the Programme of Operations, for these purposes 'substantial progress" means the production of at least 200,000 metric tonnes of ore from the Phase 2a development by such date as is specified in the Programme of Mining Operations, which provides for such level of production no later than 30 June 2015.
LONDON MINING - GOSL Mining Lease Agreement Final HPiTTVRR drafr of I Aug v!.

minor conections '14 Aug 20'11 Page 14 5.

FISCAL PROVISIONS Unless otherwise indicated, the start date for Year 1 tax incentives is I January 201 1.
Notwithstanding this, LONDON MINING and GOSL agree that the existrng tax incentives in the current mining lease agreement ratified by Parliament in February 2010 will apply until this fiscal regime is ratified; however, the increased duty on fuel and lubes will apply on signing by cabinet of GOSL prior to ratification by Parliament.
5.1 Mining and surface rent (a) LONDON MINING shall pay to the government annually and without demand, on'l August 2011 (Reference date) and each anniversary of the reference date, the sum of US$500,000 (Five hundred thousand United States Oollars) in respect of an annual lease rent as defined and envisaged in its Mining Lease ML 2/09 in respect of the lease area subject to the Annual Adiustment as defined in this Agreement, with such Annual Ad.lustment not to exceed 5% per year ln the event that this provision is not changed during the joint review specified in Clause 6.8, the principle of this sub clause shall continue to apply.
(b) ln addition LONDON MINING shall pay to the land owners through the appropriate local authority in which the mining lease area is situated annually and without demand an annual surface rent as specified in the respective leases of LONOON MlNlNG, subject to revision provided for in the Provinces Lands Act (Cap 122).

(c) Mining rent and surface rent payable shall be treated as allowable expenses in ascertaining the chargeable income of LONOON MINING and shall not be subject to withholding tax.
.5.2 Royalty (a) LONDON MINING shall pay a royalty at the rate of 3% (three percent) of the market value of the mineral, which shall for the purposes of calculation be the sale value receivable by LoNDON MINING in an arm's-length transac{ion, being the price receivable per metric tonne multiplied by the total metric tons sold, free on board the vessel (calculated in accordance with the statement set out in sub-claus€ 5.2 (e) at the designated SL offshore loading facility of the shipment and as adjusted in accordance with sub-clause 5.2 (f).
"Free on board" is a term defined under INCOTERMS 2010 published by the lnternational Chamber of Commerce and means point of sale at the designated Sierra Leone offshore loading facility, including loading on to the ship, however excluding marine freight transport, insurance, unloading and transportation from the arrival port to the final destination.
"Arm's-length transaction" means a contract or agreement that has been arrived at in the marketplace between independent, non-affiliated persons in accordance with the Mining Lease and consistent with Section '154 of the Minerals Act and generally accepted international business practices.
For a transaction to remain arms-length for royalty I I LONDON MINING -GOSL Mining Lease Agreement Fioal HPIYURR drafr of I Aug t$ minor conections 14 Aug 2011 Page 15 purposes, it must be arms-length during the entire period for which royalty is determined under this Section.
(b) Where LONDON MINING enters into an agreement to dispose of minerals with affiliated persons, the terms of any such agreement (and the royalty payable on minerals sold other than in an arm's-length transaction) shall be assessed under 5.2(a) in a manner consistent with Section 154 (2) of the Minerals Act, as determined through an Advance Pricing Agreement entered into by GOSL and LONDON MINING pursuant to guidelines described in Clause 5.2(c), (c) Guidelines Prior to the disposal of any minerals to affiliated parties, LONDON MINING and GOSL shall enter into an Advance Pricing Agreement establishing guidelines for determining the deemed arm's length sale value and price of such minerals for purposes of the 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 less than they would be if the sale had been undertaken on an arms length basis to non-affiliated purchasers.
The following will guide the Advanced Pricing Agreement 1) LM shall provide necessary documentation to assist in arriving at such an agreement (2) such procedures may look to available metrics, such as prices received by major producers, with due adjustment for transport, quality, marketing commissions and other relevant operating and market considerations (3) where prices attained through application of agreed procedures result in a price that either side determineb no longer reflects the underlying principle of market pricing, either party may request a revision of such agreed procedures; (4) in the case that an appropriate publicly available index enters into wide usage during the course of lhis agreement, the parties will come together to agree on a method utilizing such index, with due ad,iustment; and (5) any disputes regarding the content or application of the guidelines contemplated by this clause shall be resolved by single independent arbitrator.
(d) Royalties payable under 5.2 (a) above shall be allowed as a deductible operating expense in ascertaining its net chargeable income foi income tax purposes; provided however that Royalties shall not 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 five) days after the end of each month's shipment, LONDON MINING shall prepare and deliver to the Director of Mines a statement certified by the accredited representative of LONDON MINING and the accredited representative LONOON MINING - GOSL Mining Lease Agreement Final HPWRR drafr of I Aug w. minor conections 14 Aug 201 'l Page 16 of the National Revenue Authority of Sierra Leone, stating the total tonnage of minerals of each kind, grade, and quantity shipped by LONDON MINING from Sierra Leone in that month.
Together with such a statement, LONDON MINING shall include a statement of the respective sales value receivable free on board the vessel for minerals sold at the designated Sierra Leone offshore loading facility of shipment (calculated as specified above for affiliate sales in accordance with clause 5.2 (b) and (c)), after deducting apy Sales Tax, Value Added Tax, Goods and Services tax, other similar or analogous taxes, export duty, levy or excise tax payable to GOSL or any department or other entity of GOSL or statutory bodies in relation to that sale and to reflect any adjustments calculated in accordance with clause 5.2 (f) below.
Upon delivery of such statement, LONDON MINING will pay to GOSL the 3% minerals royalty payable on the sales value receivable as calculated by this statement.

LONDON MINING shall assume all risk of non-payment.
(fl In preparing the Statement in 5.2 (e) above, account will be taken for any adjustment required as a result of amendments or determinations or corrections in respect of prior periods, such as provisional pricing terms or credit notes, such adjustments will be separately and cleady indicated in the statement referred to in 5.2(e).
5.3 lncome Tax (a) LONOON MlNlNG, in the conduct of its activities in Sierra Leone pursuant to this agreement, shall be liable for lncome Tax on its income derived in Sierra Leone at the following rates: Years 1to 3 Years 4 to 10 Years 1 1 thereafter rate of tax applicable to companies as set forth in the lncome Tax Act but shall not exceed 30o/o 6% 25o/o lf at any time the lncome Tax Act provides for a tax rate that is more favourable to large scale mining companies than the rates set forth in this sub clause (a), LONDON MINING shall be entitled to apply such lower rate in calculating its income tax (b) (c) LONDON MINING shall not be liable for any minimum taxation based on turnover, provided that it complies with Section 69(3) of the lncome Tax Act; The chargeable assessable income in ascertaining the lncome Tax payable by LONDON MINING shall for the purposes of lncome Tax be calculated as provided by the lncome Tax Act, subject to Clause 5.6, as it applies to mining companies.
5.4 Treatment of losses for lncome Tax purposes The amount of tax losses that can be utilised to offset chargeable income in any year of assessmqnt shall be as follows: LONDON MINING - GOSL Mining Lease Agreement Final HPWRR draft of 8 Aug w- minor conections 14 Aug 2011 Page 17 Year 1- 10: an amounl of loss such that the tax payable will not be less than 15% of the income tax that would be due if no losses were carried forwardi any losses disallowed by virtue of this rule may be carried forward indefinitely, without restriction.
Year 10 thereafter: as applicable under the lncome Tax Act lf at any time, the lncome Tax Act allows for a greater utilization of tax losses than that described in this clause, LONDON MINING shall be entifled to take advantage of such greater utilization.
5.5 Withholding tax Subject to the terms of any international agreement to which Siena Leone is a party, which shall prevail over the provisions of this Agreement, withholding taxes on dividends, interest, management fees, payments to associates and contractors paid by LONDON MINING shall be as follows: (a) The rate of tax applicable on dividends shall be Years 1-6: Years 7- 10: Years I 1 thereafter - As applicable under the lncome Tax Act (b) Tax withheld on interest on loans including loans from associates are 5o/o 10Yo (c) (d) (e) liable to withholding tax as follow: Years 1-5: Years 6- 10: Years 1 1 thereafter: As applicable under the lncome Tax Act 5o/o 10% Tax shall be charged on management fees and other payments made by LONDON MINING and its Nominated Suppliers in respect of inter- company agreements (other than intergroup loans, interest or dividends) at the rate oI 5o/o lo( the first six years commencing 1 January 2011, 10% for years 7 to 10 and thereafter as applicable under the lncome Tax Act ; The rate of withholding tax payable by LONDON MINING and its Nominated Suppliers on contracts to non-resident 3'd parties shall be 5% for the first seven years commencing 1 January 2011, 10oh fot years 8 to 10 and thereafter as applicable under the lncome Tax Act Notwithstanding sub clauses (c) and (d) of this clause, all independent, 3'd party long term contracts (meaning operating and construction contracts of a minimum of $500,000 and over one-year duration with unaffiliated parties) entered into before 31 December 2017 shall be grandfathered, provided there are no material changes in the scope or terms of such contract or the parties performing the work and, as such, payments made under such contracts shall be liable to withholding tax at the rate of syo, for the initial duration of the respective contract, and thereafter as applicable under the lncome Tax Act.
4, $ .
{ / LONDON MINING - GOSL Mining Lease Agreement Final HPM/RR draft of I Aug w- minor conections 14 Aug 2011 Page 18 (f) (s) (s) (h) Payment to local contractors by LONDON MINING and its Nominated Suppliers shall be sub.lect to 5% withholding tax, being the current rates applicable under the lncome Tax Acl Withholding taxes referred to in Clauses 5.5 (a) to (e) above are only due on cash payments by LONDON MlNlNG, its Nominated Suppliers, and their respective subcontractors and not on accruals and/ or provisions; however, to the extent that there is any deferred or capitalized interest or conversion of debt to equity, withholding tax shall be due on such accrued, deferred, or converted interest portion, but only when paid.
Any cash payments made shall be deemed to go first to the payment of any outstanding accrued interest and only thereafter, to the payment of principal.

ln this section "international agreement" means an agreement between Sierra Leone and a foreign government.

lf at any time the lncome Tax Act provides for withholding rates for payments to contractors that are lower than those specified in this clause, LONDON MINING shall be entitled to apply such rates to such payments.
5.6 Capitalexpenditureallowances (a) An initial allowance equal to 40% (forty percent) of the United Sates Dollar cost of qualifying capital expenditure shall be deductible by LONDON MINING in determining its chargeable income for the year in which such qualifying capital expenditure is incurred with an annual allowance at the rate of 20% (twenty percent) of the United States Dollar cost of qualifying capital expenditure being deductible in determining chargeable income in each subsequent year until the full cost has been deducted; (b) Where an asset which falls within the definition of qualifying capital expenditure is scrapped, destroyed or sold for less than the balance obtained by deducting from the cost thereof the aggregate of the initial allowance and the annual allowances previously granted in respect of that asset, then the balance shall be fully deductible against chargeable income in the form of a scrapping allowance in the year in which such disposal, destruction or sale occurs; (c) Qualifying capital expenditure shall comprise the following: i. ii.
Capital expenditure as set out in the 6rh schedule of the lncome Tax Act 2000; Capital expenditure on all mining machinery, plant and equipment described in CIause 5.9 (iv) of this Agreement, whether imported or purchased in Sierra Leone, as well as all capital expenditure on vehicles, medical equipment, computers and ancillary equipment, construction and expansion on residential and non-residential buildings, construction and expansion of clinics and all other equipment ancillary to the LONDON MINING - GOSL Mining Lease Agreement Final HPI,,VRR drafr of 8 Aug w- minor conections 14 Alg 2011 Page 19 operations of LONDON MINING as well as the cost of acquiring or procuring the transfer of the mining lease which is subject to this Agreement and any other mining lease in respect of the mining lease area: .
Capital expenditure on haul roads, environmental bunds and similar assets; The cost of restoring buildings and other assets situated within the mining lease area to their original condition, where such restoration does not result in an increase in the productive capacity of that building or other asset, shall be deemed to be a repair of such building or asset and shall be allowable in full as a deduction against chargeable income in the year in which that cost is incurred; Capital expenditure on assets related to the construction, development or improvement of the community infrastructure such as schools, clinics, hospital, training centres and other related assets.
(d) LONDON MINING may in respect of the whole or any part of its qualifying capital expenditure whatsoever incurred, elect to defer claiming deductions in respect of any financial year for capital expenditures to subsequent financial years (whether or not consecutive) without limit in time until the whole of the expenditure shall have been claimed.
Notwithstanding the previous sentence of this subclause (d), LONDON MINING shall not be entitled to defer any deduction that, if this subclause (d) were nol applied, would be properly claimed in any of Years I through 3 (i.e., the years in which LONDON MINING enjoys a 670 income tax rate).
5.7 Currency issues (a) The flnancial statements and books of accounts of LONDON MINING shall be stated, maintained and expressed in United States Dollarsi (b) All capital expenditure incurred by LONDON MINING shall be stated, maintained and/or expressed in United States Dollars; 5.8 Basis of Assessing and paying lncome Tax Assessable chargeable income and income tax payable by LONDON MINING in respect of each year shall also be assessed in United States Dollars and shall also be payable in United Sates Dollars.
5.9 Limitation of charges on imports (a) Not withstanding the current charges, fees, duties and levies made by GOSL on imports into Sierra Leone, GOSL and LONDON MINING agree that for the duration of this Agreement the percentage ad valorem charges for levies, duties, fees (including all associated inspection fees), Goods and Services Tax surcharges and all other amounts levied on or payable by LONDON MINING and its LONDON MINING - GOSL Mining Lease Agreement Final HPIORR draft of 8 Aug w. minor conections 't4 Aug 2011 Page 20 Nominated Suppliers in respect of imports of capital items, to include mining machinery, plant and equipment and consumable mining stores as defined in Clause 5.9 (iv) below shall not exceed in the aggregate the following: lmports for years 1 to 8, i.e., between 1 January 2011 and 31 December 2018: lmports for years I to 10, i.e., between 1 January 2019 and 31 December 2020: lmports thereafter: As applicable in the Customs Tariff Act 2.5ok 1Vo (b) ln the case of other items excluding capital items, fuel and lubes and health and safety equipments, the rate of duty applicable to LONDON MINING and its Nominated Suppliers shall be: lmports for years 1 to 5, i.e., between 1 January 2011 and 31 Decemb€r 2015: lmports for years 6 and thereafter: Applicable prevailing rate as determined in the Customs Tariff Act 20% of prevailing rate For the duration of the agreement, imports by LONDON MINING and its Nominated Suppliers of health and safety equipment shall be free from any duty for years 1 to 10.
The terms mining machinery, plant and equipment and consumable mining stores shall include all machinery, plants and equipment useful to and used by LONDON MINING in clearing land, removing minerals from land and transporting, separating, processing, handling and packaging such minerals for sale, including without prejudice to the generality of the forgoing, construction materials for mining and processing, dredges, barges, towboats, pumps, piping, screens concentrating and separating equipment, locomotives, locomotive engines, rail wagons and rolling stocks, railway signalling equipment, railway sleepers, power generating and distributing equipment, cranes, lorries road building equipmenl, four-wheel drive vehicles used in and ancillary to mining operations, off-road haulage vehicles, earth moving vehicles and equipments, mineral slores and packaging facilities together with accessories, spare parts lubricants and appliances for use and used exclusively with any of the forgoing.
ln addition to the above, other equipment shall include surveying equipment, laboratory equipment, computers, printers, plotters, software etc used by LONDON MINING in relation to mining operations and any other items required for ancillary support functions of the business.

The term "plant" includes prefabricated fixtures, not including building or building materials as well as special purpose vehicles such a s dumpers and shuttle 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.
(c) (d) (e) (0 LONDON MINING - GOSL Mining Lease Agreement Final HPIWRR draft of I Aug w- minor conections 14 Aug 2011 Page 21 (s) For the duration of this Agreement, LONOON MINING shall have the right to import into Sierra Leone the whole of its requirements for fuel and ['bricants, other than petrol and kerosene, from such suppliers and on such terms and conditions as it may determine, provided that LONDON MINING may purchase fuel in Sierra Leone where such fuel can be supplied on a competitive basis in terms of price, quality and other delivery terms.
Subject to the provisions of this Agreement, LONDON MlNlNG, in the conduct of its activities in Sierra Leone shall be subject to the provisions of the Customs Act Cap 271 and the Customs Tariff Act, No 16 of 1978 and Rules there under currently in force and as may be form time to time amended.
5.10 Duties and Taxes on Fuel and Lubricants All imports of fuel and lubricants and usage of fuel and lubricants by LONDON MINING shall be in accordance with an applicable provisions of the Customs Tariff Act No 16 of 1978, subject to clause 5.12, and rules there under currently in force and as may be from time to time amended.
5.11 Reimbursement of import Outies lf items on lvhich no customs duties or levies are paid are not re-exported or totally consumed within three (3) years after importation, and are afterwards sold, exchanged or transferred in Sierra Leone (except to the State), LONDON MINING shall pay to the GOSL the customs import duties and levies on the then fair market value of those items within forty five (45) days of the date of sale, exchanged or transfer.
LONDoN MINING shall submit to GOSL annual reports on the fair market value and actual transfer price of asset dispositions on assets which benefited from reduced or zero import duties.
5.12 Road user charges Notwithstanding the provisions of the Road Users Charge Act, 1944 LONDON MINING and its Nominated Suppliers shall be exempt from road users fuel levy applicable to users generally in respect of fuel consumed by its vehicles, plant and machinery provided these are restricted to mining operations, logistics and infrastructure.
Should LONDON MlNlNG, a Nominated Supplier, or any other subcontractor use, trade, or otherwise deal in any fuel for purposes other than the mining operations contemplated here, LONDON MINING shall indemnify and hold GOSL harmless for all lost revenue and incidental charges, if any, relating to the unauthorized use of exempt fuel.
5.13 lnspection fees (a) With effect from the commencement of the Mining Lease Agreement, LONDON MINING shall recommend to GOSL and obtain GOSL approval for the appointment of an intermediary reputable inspection company and shall be liable for the payment of inspection fees in respect of all goods exported by or on behalf of LONDON MINING from Sierra Leone; LONOON MINING - GOSL Mining Lease Agreement Final HPIWRR draft of I Aug w- minor conections 14 Aug 201 1 Page 22 (b) (c) LONDON MINING will provide inspection reports to GOSL on a timely basis; Subject to Clause 5.9(a), LONDON MINING shall, with effect from the Effective Date of this Agreement be liable for the payment of inspection fees in respect of all goods imported by or on behalf of it into Sierra Leone at the prevailing rate; 5.14 Other taxes or fiscal imports (a) For the duration of this Agreement , no taxes (including, but without limitation, income tax, additional profits tax, surtax, minor taxes, profits tax, tumover tax, sales tax, export tax, import tax, value added tax, withholding tax and employment related tax), royalties, duti6s, excise, charges, levies, fees, dues, contribution, payments or imposition of any kind whatsoever payable to the Central, regional or local Governments authorities or agents or to any Chiefdom or Tribal Authority or to any other Agency of GOSL shall apply to LONDON MlNlNG, or any affiliate company or Agent of LONDON MINING or the employees of LONDON MINING or any affiliate company of LONDON MlNlNG, other than: (i) Those expressly assumed by LONDON MINING pursuant to the provisions of the Mining Lease and this Agreement: (ii) The payment of taxes deducted from the emoluments of employees of LONDON MINING as required under the lncome Tax (PAYE) Rules and/or employer's payment obligations to NASSIT: (iiD The payment of Payroll Taxes at the applicable rate or if lower, that rate paid by another company: (iv) Payment of lmmigration Fees at the applicable rate, or if lower, that rate paid by another company; and (v) Minor Taxes, which includes all taxes that are generally applicable to all corporations on a non-discriminatory basis, and which do not exceed in aggregate US$ 250,000 over any five year period, of which said sum, LONDON MINING is not required to pay more than the equivalent of US$ 100,000 in any financial year.
Beginning on 1 July 2012 and every five years thereafter, such amounts shall be adjusted for inflation in accordance with the US "GDP lmplicit Price Deflator" as published from time to time by the US Department of Commerce, Bureau of Economic Analysis.
(b) lf notwithstanding these provisions LONDON MINING becomes liable to pay any taxes pursuant to the laws of Sierra Leone, except for those expressly assumed by LONDON MINING pursuant to this Agreement, then LONDON MINING shall so advise GOSL in writing, and the parties agree to meel to reach an equitable solution consislenl with 5.14(a).
LONDON MINING - GOSL Mining Lease Agreement Final HPt\rRR drafr of 8 Aug w- minor conections 14 Aug 201 'l Page ?3 (c) except as provided in this Agreement, no tax, royalty, duty, excise, levy, fee, due, contribution, peyment or imposition of any kind whatsoever (other than those provided for in this Agreement) which is of a discriminatory nature shall be payable by LONDON MlNlNG, or by its employees or shareholders, or by any affiliate or agent of LONDON MINING or a NOMINATED SUPPLIER.
5.15 Repatriation Holding and lntroduction of Funds LONDON MINING shall have the right, during the term of this Agreement, to freely receive, hold in banks of its own choice, wherever located, and dispose of in any country all revenues, receipts and other foreign currency funds held by it under or in connection with its mining operations.
a) LONDON MINING shall have the right, during the term of this Agreement, to hold foreign currency in designated foreign currency bank accounts in its name in Sierra Leone: b) LONDON MINING shall be exempt from any commission, charge or levy payable on the introduction or investment of funds from a foreign source into Sierra Leone.
5.16 Goods and Services Tax Notwithstanding the provisions of the Goods and Services Tax Act (2009), LONDON MINING and its Nominated Suppliers shall be exempt from all Goods and Services Tax levied on taxable supplies within Sierra Leone and on all imported capital goods, plant, vehicles and equipment (as delined in Clause 5.9 above), spare and replacement parts for any plant, vehicles and equipment, fuel and lubricants for company and subconlractor use.
5.17 Port, harbour rules or fees and stevedoring charges a) Notwithstanding the provisions of the various Sierra Leone Ports Authority (SLPA) Acts and Sierra Leone Maritime Administration (SLMA) Acts, LONDON MINING shall be exempt from all Port, Harbour, Loading, Unloading dues or fees and Stevedoring charges that may be levied by either the SLPA or SLMA in relation to the operations of LONDON MlNlNG, including operations of Nominated Suppliers and subcontractors conducting work on behalf of LONDON MlNlNG, with exception of the following: 1.
Pilotage Fees or Charges for movements of vessels within the SLPA controlled navigation areas.

2.

Safety and lnspection Fees 3.

Charges levied at the Ports owned and operated by the SLPA for Loading and Unloading Cargo or Goods in the normal course of their business operations.

ln respect of Nominated Suppliers or other subcontraitors, this exemption will only exlend to SLPA charges on services supplied to LONDON MlNlNG.
(b) ln the event that the Sierra Leone Ports Authority or other responsible public body fails to provide any of the services for which LONDON MINING is required to pay port charges, harbour dues and any other amounts pursuant to this Clause, including, but not limited to, positioning and lighting of buoys, and LONDON MINING thereby incurs any cost or expenses in providing or LONDON MINING - GOSL Mining Lease Agreement Final HPIV RR draft of 8 Aug w- minor conections 14 Aug 201'l Page 24 obtaining such services, LONDON MINING shall be entitled to deduct such cost and expenses from any amounts that are otherwise payable to the Sierra Leone Port Authority pursuant to this Clause.
5.18 Community Development Fund and Additional Royalty payments (a) LONDON MINING shall make payments in respect of its Community Development Agreement, as envisaged in Clause 4.15 above, in accordance with Section 139 (4) of the Minerals Act as it may be amended from time to time, subject to LONDON MINING paying no more than other mining companies, and which may be exceeded at the discretion of LONDON MlNlNG, as agreed with GOSL.
The fund shall be utilised for development within Sierra Leone, with particular emphasis on local communities.
(b) For the first five calendar years commencing in the year in which LONDON MINING produces and sells at least one million tonnes of iron ore, LONDON MINING agrees to make payments, in accordance with a community developmenl programme, totalling in aggregate (afier including contributions made in 5.18 a) above) at least one percent of the revenue received by the mining operation on sales in that year, attributable up to a maximum of 3.6 million tons of iron ore sold in each such year.
(c) Any payments made pursuant lo sub clauses (a) and (b) of this 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 of compliance with the lncome Tax Act.
5.19 National Social Security and lnsurance Trust - NASSIT Notwithstanding the provisions of the National Social Security and lnsurance Trust Act, LONDON MINING and their expatriate employees working in Sierra Leone shall not be required to make the required employer and employee contribution to the National Social Security and lnsurance Trust in respect of their expatriate employees working in Sierra Leone.

However, NASSIT shall apply in respect of contributions applicable to expatriate Sierra Leoneans.
5.20 lnteroretation of fiscal advantaqes Any fiscal benefits granted to LONDON MINING and its Nominated Suppliers under Clause 5 of this Agreement shall only apply to the activities of LONDON MINING in respect of the exploitation of, through to sale and distribution of iron ore from the l\ilarampa iron ore concession, 6.
GENERAL PROVISIONS 6.1 Assiqnment!nd Chanqe of Control LONDON MINING shall not assign to any person, firm or corporation not being a party hereto, in whole or in part of any of its rights or privileges, duties or obligations under this Mining Lease other than in accordance with the Minerals Act section 119 or as otherwise agreed in writing by GOSL.

=.

* .o U./qJ IJ.J .


{ (E a t- ?t4 E .Jq =o I OT € Table 1 presents some of the key improvement over the current agreement Comments Stabilization Clauses are inevitable.

The aim though is to limit it to the minimum.

While this is a positive sign, at the next review GoSL should target a "take" of at least 55% The figures are based on the assumptions in the financing model used by the GoSL team and consistent with the model used by the IMF team Current MLA 5 Stabilization C lauses Relevant Sect.
Govt "take,'.'

= 35% (otherwise referred to as effective tax rate = what the government gets in the form of taxes GoSL "take" amounts to ' US$1.8b in present value terms Relevant Sec (1) 5.1 4 t2l Revised MLA 2 Stabilization Clauses focused on fiscal issues Govt.

take = 49o/o Govt.
take in Net Present Value (NPV) = $2.2b Company's RRI = 29o/o Exempted from paying charges, duties on sales of scrap metals Clause 4a(ii) Lease Rent per annum was calculated at $5,000/km'zwith C lause s (a) Company's Rate of Return on lnvestment (RRl1 = 2670 No such provision and charges/duties are levied on the sale of scrap metals in accordance with the applicable laws Lease rent is now $500,000 with an annual adjustment of Clause 4.2 (b) Clause s.1 (a) no adjustment for inflation Community Developm6nt Fund primarily controlled by LM Clause 5(r) 2 not more than 5o/o Community Fund controlled by Community and usage decided locally Royalty calculated after deduction Cla use 5 (b) No such deduction perm ifted lncome tax rate reduced to 67o for the first 10 years Clause 50 Income tax rate is as follows: Years 1 -3,6%, 4-10,25o/o and applicable law thereafter Cumu Iative assbssable loss can be offset against royalty Cla use 5f(ii) No such deduction permitted The community will now determine what to do with the funds thereby reducing complaints about the company's CSR.
The company will be obliged to display additional CSR Clause 5.

't I Clause 5.2 Clause 5.3 (a) Exempted from paying other taxes C la use 5(m) Duties on fuel and lubricants 20'/o of prevailing rate Clause 5(k) Complete exemption from all other taxes now eliminated Duties now in accordance with applicable law Clause 5.14 Clause 5.10 I No reference to reimbursement of import duties when goods are sold on the market Clause 3(b) C lause 6 (t) Duration was effective 40 yrs.
Right of termination = 6 months notice Vague and.
unenforceable provision J C la use 5.11 Reimbursement of import taxes/payment of taxes on resold goods C lause 4.16 An additional performance bond ($2m) to assure us of a desire to mine and not just to flip the contract Effective 25 + 15 Clause 12 months 3.2 C la use 6.14 A more robust training schedule attached to the Agreement ensures action will ha ppen or will be uences ' t a LONDON MINING - GOSL Mining Lease Agreement Final HPIWRR drafr of I Aug w- minor conections 14 Aug 201 1 Page 25 LONDON MINING shall provide written notice to GOSL of any Change of Control within 30 days after the consummation of such Change of Control.
6.2 Compliance with Minerals Act and other Acts Subject to the terms of this Agreement, (including but without limitation Clause 5.13) hereof, LONDON MINING shall at all times comply with the provisions of the Minerals Act and other relevant laws and regulations (including any official form prescribed by such regulations) in connection with the carrying out of its obligations and work as described in this Agreement, except to the enent that they are inconsistent with the provisions of this Agreement.
6.3 Reportino (a) Without prejudice to any reporting obligations under this Agreement or under applicable law and regulation in Sierra Leone, LONDON MINING shall provide to GOSL not later than the end of March following each calendar year after commencement of its operations, a report showing: (i) the previous calendar year: (ii) the extent to which LONDON MINING has achieved its Programme of Mining Operations attached as Schedule C hereto: (iii) how LONDON MINING has resolved any operational and development issues over the prior calendar year; (iv) any market developments for the products of LONDON MINING and how LONDON MINING has responded to such developments; and (v) how the market is expected to develop over the following year.
(b) LONDON MINING shall instruct ils auditors to provide a report to GOSL every six months confirming that during that six month period, all royalties arising from sales made by LONDON MINING have been correctly calculated and have either been paid or accrued as appropriate under the agreed terms of payment.

(c) LONDON MINING shall also bi-annually submit a written report to the Director of Mines detailing its compliance with the Clause 4.13 (Procurement) of this Agreement.
6.4 Creation of Security lnterest LONOON MINING shall have the right, with the written consent of GOSL, to pledge or othenrrise create security interests over the Mining Lease and this Agreement, both movable and immovable in order to secure financing.

Such written consent shall not be unreasonably withheld.
GOSL shall provide each mortgagee, trustee, receiver or administrator under a mortgage, deed, trust or other instrument encumbering LONDON MINING'S rights under this Mining Lease with a copy of any written notic€ regarding non-payment of royalty or other non-compliance with the terms of the Mining Lease and this Agreement, LONDON MINING - GOSL Mining Lease Agreement Final HPTWRR drafr of 8 Aug w- minor conections 14 Aug 2011 Page 26 and any written notice of termination to LONDON MINING under this Clause 6.4.
LONDON MINING and each mortgage holder, trustee, receiver or administrator shall have the duty to notify GOSL of its name and mailing address.

Each such mortgagee, trustee, receiver, or administrator shall have a reasonable period of time from the date of receipt of such copy notice (being at 90 days) in which to remedy any non-payment or noncompliance complained of and substantiated by GOSL.
6.5 Prior Consent or Approval (a) Whenever, under the terms of this Agreement the right of LONDON MINING or of GOSL, as the case may be, to do or perform any act or thing is conditional on the prior consent of the other party to the Agreement, or of an 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 instance be unreasonably withheld or delayed.
(b) Whenever such approvals are required from GOSL, LONDON MINING shall deal with the relevant ministries, departments and agencies of GOSL under the leadership of the Office of the President to handle all large-scale mining contracts in order to discuss and mutually agree with LONDON MINING as expeditiously as possible.
6.6 Conf identialitv GOSL will keep confidential all information provided to it by LONDON MlNlNG, whether before or after the date of this Agreement, and confirms that it shall not disclose such information to any third party without the prior written consent of LONDON MINING and in arcordance with the Minerals Act.
6.7 Corrupt Practices LONDON MINING represents and warrants that none of LONDON MlNlNG, any of its employees acting in the course of their employment and any person acting on behalf of LONDON MINING has made or promised to make any payment or transfer of anything of value, directly or indirectly, to or for the benefit of any government official or a family member of or an intermediary for payment to or for the benefit of a government official or a family member or business partner of a govemment official in connection with this Agreement or the transactions contemplated hereby.
GOSL represents and warrants that neither GOSL nor any government official on behalf of GOSL has solicited any payment or transfer of anything of value, directly or indirectly, to or for the benefit of GOSL or any government official in connection with this Agreement or the transactions contemplated hereby.

The Parties shall comply with anti-corruption laws at any time and from time to time applicable in Sierra Leone.
6.8 Joint review LONOON MINING - GOSL Mining Lease Agreement Final HPI,/URR drafl of 8 Aug \4" minor corrections 14 Aug 201'l Page 27 Starting in September, 2020, GOSL, and LONDON MINING will conduct a comprehensive joint review of the progress of the project to date and the fiscal package, as contained in Clause 5 (Fiscal) of this Agreement.
Subject to and with particular attention to Clauses 5.3(a) and 5.14 of this Agreement, it is understood that no further fiscal beneflts will automatically be granted to LONOON MINING for a further five or ten years.

Rather, any new fiscal benefits will be subiect to negotiation.

Subject to any new fiscal benefits agreed, LONDON MINING will comply with the applicable income tax law.
5.el@ (a) Except as may be otheMise herein expressly provided, this Agreement shall be construed, and the rights of GOSL and LONDON MINING hereunder shall be determined, according to the Laws of Sierra Leone.
(b) The parties shall in good faith endeavour lo reach an amicable settlement ofl all differences of opinion or disputes which may arise between them in respect to the execution performance and interpretation or lermination of this Agreement, and in respect of the rights and obligations of the parties deriving therefrom.
(c) ln the event that the parties shall be unable to reach an amicable settlernent within a period of 3 (three) months from a written notice by one party to the other specifying the nature of the dispute and seeking an amicable settlement, , either party may submit the matter to the exclusive jurisdiction of a Board of 3 (three) Arbitrators who shall be appointed and carry out their mission in accordance with the lnternational Rules of Conciliation and Arbitration of the lnternational Chamber of Commerce (lCC).
The venue of the arbitration shall be London.

The English language shall be used in the proceedings.

The award and any decision of the Arbitration Board shall be binding upon either party having the same force and effect as a iudgment of a court of the last resort of the Republic of Sierra Leone.

(d) ln the event of any notified dispute hereunder, both parties agree to continue to perform their respective obligations hereunder until the dispute has been resolved in the manner described above.
6.10 Revocation bv the Government lf and whenever any sum of money payable hereunder by LONDON MINING as rent or royalty shall be in arrears for the space or 6 (six) months after the date on which it becomes due and payable, or if there shall be any breach or non-observance by LONDON 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 of a solvent company for the purpose of reconstruction then and in any such case, GOSL, may revoke the license or lease in question and thereupon the same and all rights there under granted 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 terms and conditions thereof; provided always that save as to the non-payment of rent or royalty the aforesaid power of revocation shall not be exercised unless and until notice has been given to LONOON MINING specifying the particular breach iou lleqs sarl.red burloeliuos aql puB 6urlua,r ur aq lieqs eNlNl6 NOONO-l puB 'ISOC Jo entjeluasaJda: :eu1o Iue ro laisturL!
aL.ll ueaM)aq pur)t lue;o suorlgcrunuJuoc pue sacl.lcu 'suotielelcap 'sleno-rdde ,stapto ||y (e) sa3lloN tl'g 'panre,'r (qetaq s; a-rnaleui aclollo u:eJc 6ql qtrrq^^ 6ur1re; ,a:ne[eu.r ac:oi l\r i:ra^a aLl] Jo ulrou>1 ,{gqeuoseei aABLI plnoqs ,(ped papage aql Jo palJncco a.,naleu eorol eql ueq/v\ alep aqt jo s^ep ui^es urqgrr,r,(yed jeq1o aq1 o1 Aped F,elcalJp eql Aq 6uuu,u ut pautlou aq lsnu: a-rnaleut aJlol Jo rutelc (p) ^uv eseal ouruiyl eqi lo suotllpuo3 pue sulel eql oslB 1r:q 1ua,,uaa:6y aq] Jo suotirpuoc pue suija) <;t1r (1uo 1ou sapnlcul .1uar-uaa.r6y eq; uorssarcixa aq1 y pallo4uoo Jo palualald lilqeuosear aleq lou plnoc (l) pue 1ua,ra U3ns u3esaloi [lqeuosee: a,\erl ]ou pinoc (t) pa]calJe aLi] leql luexa aql ol luana Jeiiurts Aus:o seo6tequa 'uo!
]nlonel '[cua6:aua ^!ed lesipau'lou'uotlotuu.to3 l!A!3'uotisalr'sur'apelcolq'(patelcapun i'/ue paJellap) re^\ 'sarirlrlsor.i Jaliio Jo ,(lr^[Je ]suoJral 'aru 'uotsoldxa '( cla sz6 1e;nieu) uo:;nliod acelnsqiis 'ur-a^ec punolo 'alenbquee 'pooll'r.ujols 'sluauala aql Jo uorlge 'uorlesr^eu eas Jo puei 're ]o lued 'po9 Jo l3e ue 'ucrlellir]rl lnoql,tr'\ 'sepnl3ur .,ernefeu a3roJ,, uorssejdxa arll'asne13 srql u1 (c) 'alqe{ed pue anp urauar lleqs qoqm 'iuena e:nafeur acrol oq] ,Jo aauerncJo eql Jo alep aq] le anp s6iuoi"u Aue 1o lcadsar ur ldecxa ]uela elnafeu ecloJ Iue ]o uorlernp aql rc] pai,uadsns 3q lleqs eNlNti l NooNo-l io suoriebrlqo luaur^ed eLtf (q) 'luauraarov srql Iq paxu spouad aql oi pappE eq lleqs ieiep Llrns.Jo poDad eq] uaql'paleiap sr luau:aar6y srql ic sLrorlrpuoc pue srlrai aql Jo iue lo 1SOS ro gNtNi!11 NOCNO1 raqle r(q iuauiilinl aql a:iraleu a::o1 q6norql I pue'a:naleu acJo] uroJ1 sasrJe aJnlre1 alll se relc3u!
]uauuaer6v eql jo qoeaJq e aq o] peuleap aq ro IUBd Jaqlo aql ,(q ur;e1c e ol asu enr6 1ou ;reqs lueuea.rSV srql jo suorlpuoc pue suJal aql 1o,(ua ;i;1n3 ol'tSOg ro gNlNlW NOONO-: raqila Jo UEd eq] uo arnlrel (e) olna.few acro] Zf '9 ']uauerued (q pai;rier aq lirA\ luaurpuaure qf,ns luena q3tq/ ut pelncexa st setued aql uaa laq iuaujaeJ6e qfns ueqM auJtl arll le euoa'l eJJals ul aclo; ut lrel r(ue lr leql tuaua €ql ol a^es luauielljed Aq uolleLujuuoc quM luelsrsuo3ur aq ro uorlmljrlej Jequnl lnoqlr/v\ lseJle exel lleqs luaulaal6e 6utpuaue '6urluM ur lueunrlsu!
ue Aq pacuapt^a serped aql uaa/vlaq qonS luauraatbe ,{q paicaga eq r(eu }uaupuaure qcns 'asnelc stq} }o stllal aqr fueir o1 luatuaar6e ,(ue 6urpnleui '1uau.taat6y sttll Jo suotsl^old aql lo (ue puaue o1 aar6e Allenlnu gNiNlUf NOONO'I pue]SOC teLl) lua^a aql ul ^uV ^eur 'q3eajq aql Jo] -lso9 Jo uoil3Blslles aqi ot Aeuoul ut uoqesuadutoc slqeuosear aIEUJ Jc/pue Apauar ol .rol1eeJaql auill elqeuoseal e utqlr/y\ slrei eNlNll l NOONO] pue 'ciqesued!.uoc sl q3eajq qcns Jt qcealq aq1 tol ,(auotu ur ucrlesuadu.roc alqeuosear aleiu ol ro/pue q3earq aql Ipeuei ol cNlNll l NOONO'I 6uurnber 'Ipauiar lo alqedsJ sr llceerq aql Jt pue Jo pauleldtuoc i[tup-E5uv r r'9 6Z a6ed r !oz 6nv tt suorloolroc JouruJ -/\ 6nV I lo Uerp UUilAdH teurl luaLueaJOV asea'l 6urutpl 1969 - 911|N itl NOoNO"] LONDON MINING - GOSL Mining Lease Agreement Final HPM/RR draft of 8 Aug w- minor conections 14 Aug 2011 Page 29 under any circumstances be permitted to allege or to reply upon any oral order, approval, declaration notice or communication from GOSL to LONDON MlltlNG and any such written notice, etc.
from GOSL to LONDON MINING shall be delivered to the representative of LONOON MINING in Freetown.

(b) All declarations, notices and communications from LONooN MINING to dost snatt, unless otherwise required by law or by the ierms of this Agreement or unless GOSL shall otherwise direct by written instructions to LONDON MlNlNG, be mailed or delivered to the Director of Mines at his office in Freetown.
6.14 Rioht of Termination bv LONDON MINING LONDON MINING shall have the right to terminate this Agreement at any time by (i) providing not less than 12 months notice in writing 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 programme of operations.

Upon termination, the Parlies shall be entitled to receive such amounts owing to them before the termination of this Agreement.
Such termination shall be without prejudice to any liabilities or obligations incurred by LONDON MINING in relation to the Mining Lease Area prior to the date of termination.

5.15) Applicable Law Except as otherwise specifically provided in this Agreement this Agreement shall be governed by interpreted and construed in accordance with the laws and regulations of the Republic of Sierra Leone (including all international treaties and agreements that have been ratified by the Parliament of Sierra Leone).
rl) ,s"- -{ For and on behalf of the Government of the Republic of Sierra Leone Name 1i" Title: ..... , 4<*- LI,;A Signatu Date: .

.. .

Witness ra 4o la For and on behalf of London Mining Company Limited Name: Title Signature Date bwtA/- /./n//$GNe /) /zrr.
* a 2* AeL 2@/2 Witness:...0. r.rlrr,1... LE.F.9 ttr' I A P \ .. "$ LONDON MINING - GOSL Mining Lease Agreement Final HPWRR drafr of 8 Aug w- minor conections 14 Aug 2011 Page 30 Attached Schedules: Schedule A: Mining Lease Area (GOSL to verify Schedule A of 8/09 Mining Lease Schedule B: Minerals to be mined Schedule C Schedule D Programme of Mining Operations, current as of August 2011 Programme for the employment and training of citizens of Sierra Leone Schedule E List of Nominated Suppliers