Section 10: GENERAL PROVISIONS

(a) Revocation by the Government—If and whenever any sum of money payable hereunder by the Companies as rent or royalty shall be in arrears for the space of six months after the date on which such sum becomes due and payable, or if there shall be any breach or non-observance by the Companies of any of the terms of any licence or lease granted herein or hereunder, or if the licensee or lessee thereunder shall become bankrupt or make or enter into any arrangement or composition with its creditors, or if a receiver is appointed by the licensee or lessee or if it shall enter into liquidation whether compulsorily or voluntarily (except a voluntary liquidation of a solvent company for the purpose of reconstruction) then and in any such case the Government may revoke the licence or lease in question and thereupon the same and all rights thereunder, 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 or other taxes the aforesaid power shall not be exercised unless and until notice has been given to the licensee or lessee specifying the particular breach complained of and, if the breach is capable of remedy, requiring the licensee or lessee to remedy the breach and in any case requiring the licensee or lessee to make compensation in money for the breach if such breach is compensatable, and the licensee or lessee fails within a reasonable time thereafter to remedy the breach if it is capable of remedy and to make reasonable compensation in money to the satisfaction of the Government for the breach. (b) Limitation on Minerals Act Application—The Provisions of the Minerals Act and amending Acts and Rules made and to be made thereunder including the provisions of any official forms prescribed by such Rules, shall be binding upon and insure to the benefit of the Companies except such provisions thereof as may be inconsistent with the terms or provisions of this Agreement. Any inconsistency between a provision of any such Act or Rule and a provision of this Agreement shall be resolved by giving effect to the provisions of this Agreement. (c) Interpretation and Arbitration—Except as may be otherwise herein expressly provided, this Agreement shall be construed, and the rights of the Government and the Companies thereunder shall be determined according to the Laws of Sierra Leone. If at any time during the life of this Agreement, any question or dispute shall arise between the Government and the Companies regarding this Agreement or any matter or thing connected herewith or the powers, duties or liabilities of the Companies or the Government hereunder, or the amount or payment of any sum required to be paid by the Companies to the Government pursuant to any provision hereof, and the parties to the dispute shall be unable to resolve the same amicably, then and in all cases the matter in dispute shall be submitted to arbitration in accordance with the provisions of the Arbitration Act of Sierra Leone, or any Act or Law amending or replacing the same for the time being in force. No. 21 Bayer Preussag Agreement 1973 (Ratification) 1974 A 157 (d) Assignment—The Companies shall have the right to assign all or any portion of the rights, privileges and franchises including fiscal provisions and tax benefits and immunities granted to the Company, such assignment to include all obligations under this Agreement, to a Sierra Leone Company. An assignment if made and the issuance, ownership, transfer or redemption of securities, shares of stock, bonds, notes and other evidences of ownership and indebtedness issued by the Companies in connection with such assignment, shall be exempt from the payment of any tax, levy, duty or fee, exclusive of stamp or registration duties whether national or local. Provided that whenever an assignment is in the form of a security for a loan, the prospecting licences and mining leases and any rights and interests under them shall not be assigned and the Minister shall not signify his prior written consent to the assignment thereof. Except as herein above provided in this paragraph (d) the Company shall not assign this agreement or any rights, privileges or franchise included herein, without the prior written consent of the Government signified by endorsement on the Instrument of assignment. Whenever a prior written consent is signified, the Minister shall notify that it has been so signified by Order published in the Gazette. (e) Surveys—The Companies may arrange that all survey work required by the Minerals Act, or this Agreement to be performed in connection with the clearing, survey, demarcation and beaconing of boundaries or otherwise shall be carried out by a licensed surveyor approved by the Government, subject to the right of the Government to cause the required survey for any disputed boundary to be performed by the Director of Surveys and Lands, whose determination shall be final including the assessment of the survey costs as between the Companies and the other disputing party or parties. (f) The Companies will use their best endeavours to establish a processing plant in Sierra Leone, if the economic conditions allow them to do so. (g) Notices—All orders, approvals, declarations, notices and communications of any kind between the Minister or any other representative of the Government and the Companies shall be in writing; and the contracting parties shall not under any circumstances be permitted to allege or to rely upon any oral order, approval, declaration, notice or communication. All orders, approvals, declarations, notices and communications from the Government to the Companies shall be delivered to the representative of the Companies in Freetown. All declarations, notices and communications from the Companies to the Government shall, unless otherwise required by law or by the terms of this Agreement or unless the Government shall otherwise direct by written notice to the Companies, be mailed or delivered to the Director of Mines at his office in Freetown. A 158 No. 21 Bayer Preussag Agreement 1973 (Ratification) 1974 (h) Prior Consent or Approval—Whenever, under the terms of this Agreement the rights of the Companies or of the Government, as the case may be, to do or perform any act or thing is conditioned 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. (i) Following the execution of this Agreement the Government will introduce and use its best endeavours to cause to be passed legislation for the purpose of ratifying and confirming this Agreement and implementing the terms hereof.