Section 9: GENERAL RIGHTS OF THE COMPANIES

In addition to the other rights granted them by this Agreement and the Minerals Act and other applicable laws of Sierra Leone, the Companies shall have the following rights:— (a) Rights incident to Dredging Operations—Except with respect to mineral concentrates recoverable from coastal beaches, it is contemplated that the bulk of the Companies' mining operations under this Agreement will consist of dredging in the beds and in the environs of rivers, streams and water courses. To permit and facilitate such dredging the Companies shall have the right, without further permit or licence: (1) Either within or outside the Mining Areas: (a) To dig, widen and deepen channels in rivers, streams and water courses as may be necessary to permit or facilitate dredge access to the area to be mined and to afford barge access thereto. (2) Within the Mining Areas only: (a) To use the water and to return the same together with dredging spoils to the river, streams or water course; provided that, in so doing, the Companies shall not discharge or permit to be discharged any poisonous or noxious matter in any natural water course. (b) To fell trees, subject to the provisions of section 37 of the Minerals Act, and otherwise clear the land to be dredged. (c) To divert streams, including the right to secure water from a river, stream or watercourse for the purpose of obtaining and maintaining a dredging pool, also build temporary dams and to impound water therein as required for such dredging operations: A 152 No. 21 Bayer Preussag Agreement 1973 (Ratification) 1974 Provided however, that before taking any action under sub-paragraph (1) (a) or (2) (c) which would alter the water supply of any lands in such a manner as would prejudicially affect the water supply enjoyed by any person or lands, the Companies shall obtain the prior consent of the District Officer having jurisdiction over the person or lands that would be prejudicially affected. The Companies agree that, if their dredging operations, including the exercise of any of the rights incident thereto as herein above enumerated, shall be deemed by the Director of Mines to be likely to polute, impair, divert or destroy the normal supply of potable water of any village, the companies will provide adequate water supply to be determined by the Ministry of Health. (b) Occupation of Surface Land—In order to exercise their exploration rights and mining rights under this Agreement and subject to the limitations of sections 8 and 36 of the Minerals Act, the Companies shall have the right to occupy and utilize permanently or temporarily, within the prospecting or Mining Areas, such parts of the surface land, whether Government owned or otherwise, as may be reasonably required for accessory works and installations of the type listed in paragraph (c) of this Clause 8 which are necessary or useful for their operations, and such part of the surface as may be required for their prospecting and mining operations. The Company shall endeavour to make satisfactory arrangements with the owner or occupier thereof, if other than the Government, for payment of a fair and reasonable compensation for any prospective damage to any crops, buildings, trees or works thereon. It is recognised that the Companies' dredging operations will of necessity disturb the top soil and intermix sub-soil strata therewith, and that such disturbance and intermixing is a necessary incident to the alluvial mining of titanium-bearing and associated minerals. Accordingly, it is agreed that such disturbance and inter-mixing, and their effect, if any on the future use and occupancy of the surface land shall not be taken into account or evaluated in determining compensatable damages payable to the owner or occupier of the land. To minimise such disturbances, the Companies agree that they will restore all dredged areas to reasonable surface contours not in substantial contrast with the contours of the adjacent and surrounding land surface. In case it shall not be possible for the Companies to reach a satisfactory agreement with the owner or occupier of the surface in the case of land not owned by the Government within thirty (30) days after the commencement of their efforts to do so, or such extended time as the Companies and such owner or occupier shall agree, the Companies unless they elect not to occupy and utilize such surface areas, shall bring the matter to the attention of the District Officer having jurisdiction, filing a petition setting forth the facts of the case and specifying as exactly as may be possible the land which they require and the nature of the occupation of the same which they require, whether for necessary works No. 21 Bayer Preussag Agreement 1973 (Ratification) 1974 A 153 and instalations or for prospecting or mining operations. As soon as may be conveniently done thereafter but not more than sixty (60) days after the date of the filing of the said petition, the Government shall cause the District Officer to assess the compensation to be paid to the owner of the land when and if such prospective damages, loss or destruction of goods or property is inflicted by the Companies, and to promptly notify the parties of the sum awarded. If the owner of the land should be unknown or there should be a controversy as to the owner ship, the Companies shall make payment to the District Officer who shall determine its disposition. Either party who is dissatisfied with the award of the District Officer may appeal to the Minister who may render a decision or refer the dispute for determination by arbitration. The decision by the Minister, or the arbitrators shall be final and binding on the parties. Upon agreeing to pay the amount specified the Companies may enter the land, but the Companies shall not be required to agree to pay such amount if they shall withdraw their petition to enter upon such land and have not already entered upon such land. The compensation payable by the Companies pursuant to this Clause 9 (b) shall be based on the estimated monetary amount (or value) of the damage to be done to the crops, buildings, trees or works on the land. Any compensation with reference to the fact that the owner will be deprived of the use and occupancy of the land is included in and covered by the surface rent payable pursuant to section 35 of the Minerals Act. (c) Accessory works and Installations—Subject to the provisions of sections 8 and 36 of the Minerals Act the Companies shall have the right to construct and operate within the Prospecting or Mining Areas, roads, buildings plant structures, living quarters, water supply system, pipelines, communication systems, electric power systems, ship loading stations, airstrips, barges, channels, storage facilities, and other similar accessory works and installations which are necessary or useful in carrying out their operations under this agreement, subject to the approval of the appropriate authority, if any such approval is required under and pursuant to the Minerals Act, and subject to such reasonable requirements and conditions, if any, as may be imposed by such authority as a condition to the granting of such approval. Such right shall exist as inherent in the Agreement and without the necessity for obtaining hereafter special permits for the exercise thereof, other than the official approvals above referred to. (d) Customs Duties—The Companies in the conduct of their activities in Sierra Leone pursuant to the provisions of the Agreement shall be subject to the provisions of the Customs Act Cap. 271 and the Customs Tariff Act No. 15 of 1968 and Rules thereunder currently in force as may be from time to time amended. (e) Export of Titanium Minerals—The Companies shall have the right to export to the Federal Republic of Germany all titanium minerals or mineral concentrate raised or obtained in the course of mining operations. Furthermore the Companies shall have the right to export to all other countries except to those which are prohibited by the laws of Sierra Leone. A 154 No. 21 Bayer Preussag Agreement 1973 (Ratification) 1974 (f) Entry of Personnel—The Companies and/or their contractors shall not import unskilled labour for the carrying out of any operations, developments or maintenance undertaken by them by virtue of this Agreement, except in the event that the local labour supply shall prove inadequate to their needs, and in such event the Companies undertake to import only such foreign unskilled labour as shall be acceptable to the Minister of Mines. Subject to the foregoing restrictions and to any applicable provisions of the Non-Citizens (Registration Immigration and Expulsion) Act, No. 14 of 1965, all persons deemed by the Companies and/or their contractors to be required for the prosecution of their work, including executives, officers, engineers, consultants, technicians, skilled and semi-skilled labour, shall have the right to enter and reside in Sierra Leone and to depart therefrom. The Government agrees that it will encourage and assist the efforts of the Companies to secure and maintain an adequate labour supply. In selecting employees to carry out their operations under this Agreement, the Companies shall give preference to Sierra Leone executives, officers, engineers, consultants, technicians and skilled and semi-skilled labour which they deem to be qualified and competent. (g) Housing of Labourers—Rule 43 (4) of the General Minerals Rules shall not preclude the Companies from demanding and receiving rents at such rates and subject to such conditions as may be approved by the Commissioner of Labour in respect of the occupation by Labourers or others of huts or houses constructed by or at the cost of the Companies within the Prospecting or Mining Areas. (h) Force Majeure—Failure on the part of the Companies to fulfil any of the terms and conditions of this Agreement shall not give the Government any claim against the Companies or be deemed a breach of this Agreement in so far as such failure arises from force majeure and if through force majeure the fulfilment by the Companies of any of the terms and conditions of this Agreement is delayed, the period of such delay shall be added to the periods fixed by this Agreement In this Clause the expression "Force Majeure" includes the act of God, war, insurrection, riot, civil commotion, tide, storm, tidal wave, flood, lightning, explosion, fire, earthquake and any other happening which the Companies could not reasonably prevent or control. (i) Government Protection and Assistance—The Government undertakes to grant to the Companies such assistance as it reasonably can to enable the experts and other technicians sent by them to carry out their tasks and in the best and most efficient manner. No. 21 Bayer Preussag Agreement 1973 (Ratification) 1974 A 155 The Government will make available to the Companies all aerial, magnetometer and other geological surveys and photographs and all other plans, maps, information and advice relating to titanium-bearing minerals which in the opinion of the Government it can disclose and will permit the Companies 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. The Companies will make available to the Government Geological Survey Department all similar data that it compiles or acquires from others under circumstances which permit disclosure therefore to others; provided however, that the Government agrees that its said Department will treat all such data so made available to it as confidential and will not communicate it to others during the life of the Agreement, without the Companies prior consent. (j) Repatriation of Profits—Without prejudice to the provisions of Clause 6 (c) and (d) of this Agreement, the Sierra Leone Government— (a) In accordance with exchange control regulations undertakes that dividends and interest payable by the Companies to non-residents of Sierra Leone in respect of approved investments may be transferred to them subject to such restrictions and conditions, if any, as may from time to time be applicable to non-residents who have made approved investments in Sierra Leone. (b) Confirms that it is its policy to allow the transfer to non-residents of such dividends and interest payable to them— (c) In accordance with exchange control regulations undertakes that capital invested in the Companies in an approved manner by non-residents, together with any sums of a capital nature arising from such investments shall be eligible for repatriation to the country of residence of the investor— (i) In its entirety, so long as dividends and interest remain transferable in full; (ii) in any other case, subject to any general conditions and restrictions which may be in force in respect of approved investments by non-residents under exchange control legislation and which are not less favourable than those in force in respect of the transfer of dividends and interest. (k) Importation of Machinery—The Government agrees that it will grant all permits and permissions of whatsoever nature necessary for the importation into Sierra Leone of machinery, equipment and supplies necessary for the conduct of prospecting, mining, processing and transport operations contemplated by this Agreement and of such manufacture and types from whatsoever source as shall be customarily employed by the Companies. A 156 No. 21 Bayer Preussag Agreement 1973 (Ratification) 1974