UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 30, 1999
GOLDEN STAR RESOURCES LTD.
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(Exact name of registrant as specified in its charter)
Canada 0-21708 98-0101955
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264-3001
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(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 830-9000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 30, 1999, Golden Star Resources Ltd., a Canadian company
(the "Company"), and Anvil Mining NL, an Australian company ("Anvil"), completed
their previously announced acquisition of 70% and 20%, respectively, of the
common shares of Bogoso Gold Limited, a Ghanaian company ("BGL"). The Government
of Ghana retained its remaining 10% equity interest in BGL. BGL is the owner of
an operating gold mine in the Republic of Ghana, which the Company and Anvil
intend to continue to operate.
The acquisition was completed pursuant to a purchase agreement among
the Company, Anvil and a consortium of banks led by the International Finance
Corporation and Deutsche Investitions und Entwicklungsgesellschaft mbH of
Germany. The initial purchase price for BGL was $6.5 million, which was funded
using working capital and proceeds from the Company's August 24, 1999 offering
of its subordinated convertible debentures, common shares and warrants. The
acquisition also included the assignment to the Company and Anvil of 78% and
22%, respectively, of the existing indebtedness of BGL, previously owed to the
banks and totaling approximately $34 million.
The Company and Anvil may be required to make additional future
payments to the banks, depending on the then-current price of gold and the
potential acquisition of ore in Ghana outside of the region of BGL's mining
interests. These payments may not exceed $10 million and are expected to be
funded from BGL's cash flow. The Company and Anvil will also pay $5 million to
the banks upon the first anniversary of the commencement of commercial mining of
sulphide ore at the BGL mine.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
It is currently not feasible to provide financial statements, pro forma
or historical, required pursuant to Regulation S-K in connection with the
acquisition identified in Item 2 above. This initial report on Form 8-K will be
amended as soon as is practicable, but no later than December 14, 1999, to
include such financial statement information.
(b) Pro forma financial information.
See response to Item 7(a).
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(c) Exhibits.
Exhibit Number
(Referenced to Item 601
of Regulation S-K) Description of Exhibit
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2.1 Revised and Restated Agreement, dated as of
June 1, 1999, among the Company, Anvil and the
other parties signatory thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN STAR RESOURCES LTD.
By: /s/ James E. Askew
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Name: James E. Askew
Title: President and Chief Executive
Officer
Dated: October 14, 1999
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EXHIBIT INDEX
Exhibit number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit Page Number
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2.1 Revised and Restated Agreement, dated
as of June 1, 1999, among the Company,
Anvil and the other parties signatory
thereto.
THE COMPANIES HEREIN SPECIFIED
AND
ANVIL MINING NL
AND
GOLDEN STAR RESOURCES LTD.
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REVISED AND RESTATED AGREEMENT FOR THE SALE
AND PURCHASE OF DEBT AND 90% OF THE SHARES OF
BOGOSO GOLD LIMITED
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CONTENTS
Clause Page
1. Interpretation..........................................................1
2. Sale And Purchase And Assignment........................................4
3. Conditions And Pre-Completion Matters...................................5
4. Completion..............................................................7
5. Payments................................................................9
6. Warranties.............................................................12
7. Limitations On The Sellers' Liability..................................13
8. Covenants..............................................................13
9. Rehabilitation Reserve.................................................16
10. Confidential Information...............................................17
11. Announcements..........................................................17
12. Costs..................................................................17
13. General................................................................17
14. Assignment.............................................................18
15. The Representative.....................................................18
16. Notices................................................................18
17. Governing Law And Jurisdiction.........................................19
18. Counterparts...........................................................19
19. Several Liability......................................................19
20. Further Assurance......................................................20
21. Limitation Period......................................................20
Schedule 1 ITEMS FOR DELIVERY BY THE SELLERS AT COMPLETION..........21
Schedule 2 WARRANTIES...............................................22
Schedule 3 ACTION PENDING COMPLETION................................24
Schedule 4 LIST OF SHAREHOLDERS AND NUMBER OF SHARES TO BE SOLD.....26
Schedule 5 FORM OF LETTER OF RESIGNATION............................29
Schedule 6 BANK SECURITY............................................30
Schedule 7 LOAN DOCUMENTATION.......................................32
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Schedule 8 MINING LEASES............................................34
Schedule 9 FORM OF ASSIGNMENT OF DEBT...............................35
Schedule 10 FORM OF LETTER OF CREDIT.................................38
Schedule 11 APPROVED CAPITAL EXPENDITURE PLAN........................41
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THIS REVISED AND RESTATED AGREEMENT is made as of June 1, 1999
BETWEEN:
(1) EACH OF THE COMPANIES whose names are set out in schedule 4 (together
the "Sellers" and each of them a "Seller"); and
(2) ANVIL MINING NL ("ANVIL"), a company organised and existing under the
laws of Australia having its registered office at Ground Floor, 278
Stirling Highway, Claremont, Western Australia, 6010, Australia with
company number A.C.N. 060478962 and GOLDEN STAR RESOURCES LTD ("GSR"),
a company amalgamated under the laws of Canada and having its
registered office in Vancouver, Canada and its principal place of
business at 1660 Lincoln Street, Denver, Colorado 80264, U.S.A.
(together the "Buyers" and each of them a "Buyer").
WHEREAS
1. The Sellers are a group of financial institutions who are secured
creditors of the Company. The Sellers acquired the Shares with the
intention of selling them shortly thereafter.
2. The Sellers have agreed to sell the Shares to the Buyers or their
nominees as a means of compensating the Sellers for the outstanding
indebtedness owed to the Sellers by the Company. The Sellers are
selling the Shares and are assigning the debts owed to the Sellers by
the Company, to the Buyers.
3. The Buyers have advised the Sellers that it is their intention that the
shares to be sold pursuant hereto be transferred by the Sellers at
Completion to their respective nominees, Anvil International Finance
Limited and Bogoso Holdings.
THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 In this Agreement:
"Adjustment Period" means the meaning given to it in clause 5.1.13;
"Bank Security" means the security created in favour of the Secured
Lenders (as that term is defined in the relevant Security Documents) by
the Security Documents;
"Business Day" means a day other than a Saturday or Sunday or public
holiday in England, Ghana and New York City;
"Closing Date" means the date upon which Completion occurs;
"Company" means Bogoso Gold Limited, a company organised and existing
under the laws of the Republic of Ghana, whose registered office is at
Accra, Ghana (registered in Ghana with company number 262794);
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"Company's Bank Accounts" means all accounts of whatever nature held by
the Company with banks or other financial institutions whether or not
held in Ghana;
"Completion" means completion of the sale and purchase of the Shares,
the IFC Debt and the DEG Debt in accordance with this Agreement;
"Confidential Information" means all information existing at the
Closing Date not publicly known used in or otherwise relating to the
Company's business or financial or other affairs, including, without
limitation, information relating to:
(a) the marketing of goods or services including, without
limitation, forecast production, production statistics, market
share statistics, geological data, prices, market research
reports and surveys, and advertising or other promotional
materials; or
(b) future projects, business development or planning, commercial
relationships and negotiations; "Concessions" means the
concessions granted by or pursuant to the Mining Leases;
"Deferred Purchase Price Payment Date" shall have the meaning ascribed
in clause 5.1.7;
"DEG" means DEG-Deutsche Investitions und Entwicklungsgesellschaft mbH,
a development finance institution organised and existing under the laws
of the Federal Republic of Germany;
"DEG Debt" means the indebtedness of the Company to DEG pursuant to the
agreements listed in Part 1 of schedule 7 together with all accrued
interest, expenses and other monies owed by the Company to DEG pursuant
to such agreements which, as of close of business on April 28, 1999, in
aggregate amounted to DM12,367,609.76;
"Encumbrance" means a mortgage, charge, pledge, lien, option,
restriction, claim, equity, right of first refusal, right of
pre-emption, third-party right or interest, other encumbrance or
security interest of any kind, or another type of preferential
arrangement (including, without limitation, a title transfer or
retention arrangement) having similar effect;
"Environmental Consultant" means such firm of internationally
recognised environmental consultants from time to time appointed by the
Company and approved by the Representative, such approval not to be
unreasonably withheld;
"Force Majeure Event" means an act of God, epidemic, landslide,
lightning, earthquake, flood, storm, fire, adverse weather conditions,
war or civil war or any event similar to the foregoing which is not
within the control of the Company or the Buyers and which effectively
prevents the operation of the Mine by the Company;
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"Government Consents" means the consents and approvals more
particularly set out in clause 3.1;
"IFC" means the International Finance Corporation, an international
organisation established by articles of agreement among its member
countries;
"IFC Debt" means the indebtedness of the Company to IFC pursuant to
those agreements listed in Part 2 of schedule 7 together with all
accrued interest, expenses and other monies owed by the Company to IFC
pursuant to such agreements and the IFC Shareholder Advances which, as
of close of business on April 28, 1999, in aggregate amounted to
US $27,057,831.78;
"IFC Shareholders Advances" means the advances made to the Company by
IFC pursuant to the Shareholder Advances Documentation together with
all interest, expenses and other monies owed by the Company to IFC
pursuant to such agreements which, as of close of business on April 28,
1999, in aggregate amounted to US$5,354,603.00;
"Initial Purchase Price" has the meaning given to it in clause 2.4;
"Letter of Credit Bank" means the bank issuing the US$2m L/C;
"LIBOR" means, in relation to the amount of US$5,000,000 payable under
clause 5.1.13 on which interest for the Adjustment Period is to accrue,
the percentage rate per annum equal to the offered quotation which
appears on the page of the Telerate Screen which displays an average
British Bankers Association Interest Settlement Rate for United States
Dollars (being currently "3740" or, as the case may be, "3750") for
such period at or about 11.00 a.m. (London time) on the relevant
interest determination date (as selected by the Representative) or, if
such page or such service shall cease to be available, such other page
or such other service for the purpose of displaying an average British
Bankers Association Interest Settlement Rate for United States Dollars
as the Representative may select;
"Long Stop Date" means the date falling 120 days after the date of this
Agreement or, as the context requires, such date to which it is
deferred in accordance with the provisions of clause 3.8;
"Mine" means the concession area which is the subject of the
Concessions and the related mine workings, processing facilities and
plants located thereon as currently operated by the Company;
"Mining Leases" means the mining leases as more particularly set out in
schedule 8;
"Rehabilitation Amount" means the sum of US$6,000,000;
"Rehabilitation Reserve" means a currency treasury deposit for the
account of the Company held by Barclays Bank plc, which at Completion
will, subject to the provisions of clause 9, be in an amount at least
equal to the Rehabilitation Amount;
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"Relevant Claim" means a claim by the Buyers involving or relating to
breach of clause 6.1;
"Relevant Shares" has the meaning given to it in paragraph 2 of
schedule 2;
"Representative" means IFC in its capacity as representative of the
Sellers pursuant to the terms hereunder for the purposes specified
herein;
"Security Documents" means those agreements listed in schedule 6;
"Shareholders Advances Documentation" means those agreements listed in
Part 3 of schedule 7;
"Shares" means all those issued shares of the Company owned by the
Sellers, being the 704,639 "A" shares of no par value of the Company
comprising 90% of the issued share capital of the Company;
"Sulphide Ore" means ore other than (i) oxide ore and/or (ii)
transition ore that can be processed through the processing plant at
the Mine as currently designed and configured and subject to minor
changes thereto made in the ordinary course of business of processing
oxide ores and transition ores;
"US $2m L/C" means, the US$2,000,000 letter of credit furnished or to
be furnished by the Buyers under clause 5.1.1; and
"Warranty" means a statement contained in schedule 2 and "Warranties"
means all those statements.
1.2 In this Agreement, a reference to:
1.2.1 a statutory provision includes a reference to the statutory
provision as modified or re-enacted or both from time to time
before the date of this Agreement and any subordinate
legislation made under the statutory provision before the date
of this Agreement;
1.2.2 a person includes a reference to a body corporate, association
or partnership;
1.2.3 a person includes a reference to that person's legal personal
representatives and successors; and 1.2.4 a clause, paragraph
or schedule, unless the context otherwise requires, is a
reference to a clause or paragraph of or schedule to this
Agreement.
1.3 The headings in this Agreement do not affect its interpretation.
2. SALE AND PURCHASE AND ASSIGNMENT
2.1 Each Seller agrees to sell and the Buyers agree to buy those number of
Shares appearing against the respective names of the Sellers in
schedule 4 and each right attaching to such Shares at or after the date
of this Agreement, free and clear of any Encumbrance other than the
Government of Ghana's right to its carried interest. The
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purchase of the Shares shall be together with the right to all
dividends and other distributions declared, made and/or paid in respect
of the Shares on or after April 1, 1999.
2.2 IFC agrees to sell and the Buyers agree to buy by way of an assignment
by IFC in favour of the Buyers all rights, title and interest in and to
the IFC Debt free and clear of any Encumbrance. The purchase of the IFC
Debt shall be together with the right to all interest and other
payments payable and/or accruing in respect of the IFC Debt on or after
1 April 1999 (excluding, for the avoidance of doubt, any principal paid
on 1 April 1999 and any interest accrued for the interest period ending
on 31 March 1999 and paid on 1 April 1999). 2.3 DEG agrees to sell and
the Buyers agree to buy by way of an assignment by DEG in favour of the
Buyers all rights, title and interest in and to the DEG Debt free and
clear of any Encumbrance. The purchase of the DEG Debt shall be
together with the right to all interest and other payments payable
and/or accruing in respect of the DEG Debt on or after 1 April 1999
(excluding, for the avoidance of doubt, any principal paid on 1 April
1999 and any interest accrued for the interest period ending on 31
March 1999 and paid on 1 April 1999). 2.4 The minimum purchase price
(the "Initial Purchase Price") of the Shares, the IFC Debt and the DEG
Debt is US$6,500,001, of which the first tranche is US$2,000,000, the
second tranche is US$4,500,000 and the third tranche is US$1. The
Initial Purchase Price, together with any subsequent payments of
consideration which may become due in accordance with clause 5, shall
be paid by the Buyers in accordance with clause 5 and allocated by the
Representative amongst the Sellers in the proportions set out against
each Seller's name in schedule 4. The first and second tranches of the
Initial Purchase Price of US$6,500,000 and any amounts payable pursuant
to the provisions of clause 5, shall be allocated to and apportioned as
the purchase price for the IFC Debt and the DEG Debt and the third
tranche of US$1 shall be allocated to and apportioned as the purchase
price for the Shares. Any subsequent payments of consideration which
may become due in accordance with clause 5 shall be allocated to and
apportioned as the purchase price for the IFC Debt and the DEG Debt.
3. CONDITIONS AND PRE-COMPLETION MATTERS
3.1 Completion is conditional on the Buyers having obtained, to the extent
required, the following approvals as soon as possible and in any event
no later than the Long Stop Date:
3.1.1 approval from the Minister of Mines and Energy of the
Government of Ghana pursuant to the Minerals and Mining Law
1986 (PNDCL 153) as amended by Act 475 for the acquisition by
the Buyers of the Shares which constitute more than 50% of the
Company's shares and the consequential change in control of
the Company;
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3.1.2 approval from the Bank of Ghana pursuant to the Exchange
Control Act 1961 (Act 71) for the transfer of the Shares to
the Buyers;
3.1.3 approval from the Ghanaian Government of the sale of the IFC
Debt and the DEG Debt to the Buyers; and 3.1.4 each and all
other Ghanaian governmental approvals required in relation to
the transaction hereby contemplated.
3.2 The Buyers shall use all reasonable endeavours to obtain the Government
Consents as soon as possible and in any event before the Long Stop
Date.
3.3 If at any time any of the Sellers or the Buyers becomes aware of a fact
or circumstance that might prevent any of the conditions set out in
clause 3.1 from being satisfied or permit the Buyers to terminate this
Agreement in accordance with clause 3.7, it shall promptly inform the
other parties.
3.4 If a Government Consent has not been obtained by 6.00 p.m. (London
time) on the Long Stop Date, this Agreement shall terminate with
immediate effect.
3.5 If this Agreement is terminated pursuant to clause 3.4 or 3.7, each
party's further rights and obligations cease immediately on
termination, but termination does not affect a party's accrued rights
and obligations at the date of termination, including any right to
damages arising as a consequence of any breach of this Agreement.
3.6 The Buyers shall give to the Sellers in a form reasonably satisfactory
to the Sellers (by way of certificate of the Buyers' Ghanaian legal
advisors or otherwise) evidence of receipt of the Government Consents
as soon as possible after such receipt.
3.7 If at any time between the date hereof and Completion:
3.7.1 any of the Warranties contained in this Agreement is not, or
ceases to be, true or accurate in any respect or becomes
misleading in any respect; or
3.7.2 there has been a material breach of any of the provisions of
schedule 3 (which, if capable of remedy, has not been remedied
within 30 days of notice thereof to the Representative and the
Sellers from the Buyers); or
3.7.3 a Force Majeure Event occurs and continues up to the Long Stop
Date, then the Buyers may terminate this Agreement forthwith
and shall have no further obligations hereunder whatsoever
and, upon receiving notice of such termination, the
Representative shall take such action as the Buyers may
reasonably request to facilitate the cancellation of the US
$2m L/C.
3.8 Without prejudice to the rights of the Buyers pursuant to clause 3.7.3,
if at any time between the date hereof and Completion a Force Majeure
Event occurs and is continuing, the Buyers may, by notice in writing to
the Representative, elect that the original Long Stop Date be deferred
to a date (the "Deferred Long Stop Date") falling no later than 90 days
after the Long Stop Date and that this Agreement should
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thereafter be construed as if references to the Long Stop Date were
references to the Deferred Long Stop Date, mutatis mutandis, provided
that any such notice shall be accompanied by confirmation of the Letter
of Credit Bank of the extension of the expiry date of the US$2m L/C to
a date falling at least ten Business Days after the Deferred Long Stop
Date. In the event the Force Majeure Event is continuing as at the
Deferred Long Stop Date, the Representative shall, at the request of
the Buyers exchange views and consult in good faith with the Buyers
with a view to further deferring the Deferred Long Stop Date.
4. COMPLETION
4.1 Completion shall take place in accordance with this clause 4 at the
offices of Clifford Chance, London on the tenth Business Day following
the satisfaction of all the conditions set out in clause 3.1 (or such
other day as the parties may agree) provided that such conditions are
satisfied prior to the Long Stop Date.
4.2 At Completion the Sellers shall give to the Buyers each item specified
in schedule 1.
4.3 The Sellers shall procure that at Completion:
4.3.1 the Company's directors hold a meeting of the board of
directors of the Company at which the directors:
(a) vote in favour of the registration of the Buyers or
their respective nominee(s) as member(s) of the
Company in respect of the Shares (subject to the
production of properly stamped transfers);
(b) do all such acts and things, if any, as may be
necessary to give effect to the transfer of the IFC
Debt and the DEG Debt on behalf of the Company;
(c) if required by the Buyers (such requirement to be
notified by the Buyers to the Representative at least
21 days before Completion), change the Company's
registered office to a place nominated by the Buyers;
(d) change the Company's accounting reference date to
December 31;
(e) if required by the Buyers (such requirement to be
notified by the Buyers to the Representative at least
21 days before Completion), accept the resignation of
the Company's existing directors, auditors and
secretary with effect from the end of the meeting;
(f) appoint persons nominated by the Buyers as directors,
secretary and auditors of the Company with effect
from the end of the meeting; and
(g) with effect from the end of the meeting, authorise
the secretary to notify the specimen signatures of
the new officers of the Company in connection with
each existing mandate given by the Company for the
operation of the Company's Bank Accounts; and
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4.3.2 the Rehabilitation Reserve is constituted.
4.4 At Completion the Sellers shall be paid:
4.4.1 the first tranche of the Initial Purchase Price for the IFC
Debt and the DEG Debt of US$2,000,000 by drawing on the US$2m
L/C in accordance with clause 5.1.2 below;
4.4.2 the second tranche of the Initial Purchase Price for the IFC
Debt and the DEG Debt of US$4,500,000 in accordance with
clause 5.1.5 below; and
4.4.3 the third tranche of the Initial Purchase Price for the Shares
of US$1 in accordance with clause 5.1.6 below.
4.5 If the Sellers shall fail or be unable to comply with any of their
obligations under the preceding provisions of clause 4.3 on the date of
Completion, the Buyers may:
(a) by notice in writing to the Representative, defer Completion
to a date not more than 28 days after that date (in which case
the provisions of this clause 4.5 shall apply to Completion as
so deferred) provided that any such notice shall be
accompanied by confirmation of the Letter of Credit Bank of
the extension of the expiry date of the US$2m L/C to a date
falling at least ten Business Days after the date to which
Completion is deferred; or
(b) proceed to Completion so far as practicable but without
prejudice to the Buyers' rights (whether under this Agreement
generally or under this clause, in damages or otherwise) to
the extent that the Sellers shall not have complied with their
obligations thereunder; or
(c) treat such failure or inability to comply as a repudiatory
breach of this Agreement, acceptance of which shall discharge
the Buyers from their undischarged obligations under this
Agreement (without prejudice to any other remedy which the
Buyers may have, whether in damages or otherwise).
4.6 Each of the Sellers hereby waives any and all rights of pre-emption,
rights of first refusal, options and other similar rights to which each
of them respectively may be entitled with respect to the transfers to
the Buyers or their respective order of the Shares, the IFC Debt and
the DEG Debt provided for in this Agreement, and for all purposes
enabling each of them respectively in that behalf, hereby consents to
such transfers.
4.7 Each of the Sellers hereby agrees to release, with effect from
Completion, the Company from all claims, liabilities demands and rights
of action whatsoever which they have had, have or may have against the
Company arising from their dealings with the Company. Provided that
such release shall not apply in respect of the IFC Debt and the DEG
Debt and the security interests relating thereto to the extent that the
same are assigned to the Buyers in accordance with this Agreement.
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5. PAYMENTS
5.1 The Buyers shall pay or procure the payment to the Sellers or as the
Sellers direct in writing the purchase price of the Shares, the IFC
Debt and the DEG Debt in the following instalments on the occurrence of
the specified dates or events:
5.1.1 1st tranche of the Initial Purchase Price
if they have not already done so, the Buyers shall forthwith
upon signing this Agreement deliver to the Representative by
courier (i) the Agreement signed by them and (ii) an
irrevocable letter of credit in the form set out in schedule
10 and issued by the Letter of Credit Bank, for the sum of
US$2,000,000 (the "US$2m L/C").
5.1.2 The Sellers may draw on the US$2m L/C if:
(a) Completion occurs, whereupon such drawing shall be
applied towards payment of the first tranche of the
Initial Purchase Price.
(b) Completion fails to occur for any reason other than:
(i) failure by the Buyers to obtain the
Government Consents by the Long Stop Date;
or
(ii) failure by the Sellers to comply with any of
their obligations under this Agreement by
the Long Stop Date; or
(iii) the occurrence of any event giving rise to a
right on the part of the Buyers not to
effect Completion.
5.1.3 Any amount rightfully drawn on the US$2m L/C hereunder shall
not be refundable to the Buyers.
5.1.4 If any of the events contemplated by clause 5.1.2(b)(i), (ii)
or (iii) occurs the Representative will promptly give notice
to the Letter of Credit Bank confirming the termination of the
Sellers rights pursuant to the US$2m L/C.
5.1.5 2nd tranche of the Initial Purchase Price
at Completion, payment of the sum of US$4,500,000.
5.1.6 3rd tranche of Initial Purchase Price
at Completion, the cash sum of US$1.
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5.1.7 Deferred Purchase Price
Subject to the proviso to this clause 5.1.7 and to the
provisions of clause 5.1.11, on the day falling 730 days after
the date on which Completion occurs, or if that day is not a
Business Day, on the immediately succeeding Business Day (the
"Deferred Purchase Price Payment Date") the Buyers shall pay
to the Sellers an amount in US Dollars (the "Deferred Purchase
Price") equal to the product of:
0.18333 x (P - 255) x 1,000,000
Subject to the proviso to this clause 5.1.7 and to the
provisions of clause 5.1.11, on the day falling 730 days after
the date on which Completion occurs, or if that day is not a
Business Day, on the immediately succeeding Business Day (the
"Deferred Purchase Price Payment Date") the Buyers shall pay
to the Sellers an amount in US Dollars (the "Deferred Purchase
Price") equal to the product of:
less the amount of any interim payment made pursuant to the
provisions of clause 5.1.8.
Where:
P = the average of the daily gold price/oz in US Dollars in
the London Bullion Market Association p.m. gold fix for all
the trading days from the day following the Closing Date up to
the day prior to the Deferred Purchase Price Payment Date
provided that if closure of the Mine occurs on a date more
than ninety (90) days before the Deferred Purchase Price
Payment Date the Deferred Purchase Price will be determined on
the later of the date of closure of the Mine and the day
falling 547 calendar days after the Closing Date and be
payable on the immediately succeeding Business Day. For the
purposes of this clause 5.1.7, closure of the Mine will be
deemed to have occurred on the last day of any period of
ninety (90) consecutive days during which no gold is poured at
the Mine.
5.1.8 Interim payments on account of Deferred Purchase Price
The Buyers will make a non-refundable interim payment towards
the Deferred Purchase Price on the day falling 365 days after
the date on which Completion occurs, or if that day is not a
Business Day, on the immediately succeeding Business Day, (the
"Interim Payment Date") equal to 50% of the estimated value of
the Deferred Purchase Price as of the Interim Payment Date,
calculated on the basis of the value of P as being the average
of the daily gold price/oz in US Dollars in the London Bullion
Market Association p.m. gold fix for all the trading days from
the day following the Closing Date up to the Interim Payment
Date.
5.1.9 Ore from outside the Concessions
In the event that at any time after June 1, 1999 and prior to
the Deferred Purchase Price Payment Date the Company or the
Buyers or any person controlled by any of them contracts to
acquire in Ghana ores from outside the Concessions suitable
for processing at the existing Bogoso processing plant
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and facilities and/or contracts to acquire in Ghana a source
of such ores, from which ores, when aggregated with any other
such ores acquired in Ghana during such period from outside
the Concessions, there will be extracted in excess of 50,000
Troy ounces of fine gold, the Buyers shall pay to the Sellers
on the Deferred Purchase Price Payment Date a one-off sum of
US $2,000,000.
5.1.10 For the purposes of clause 5.1.9, the quantity of ore acquired
shall be determined by reference to the provision of the
Australasian Code for Reporting of Mineral Resources and Ore
Reserves (the JORC Code), 1999 Edition and certified by a
competent person or persons (as defined by the JORC Code)
nominated by the Buyers and acceptable to the Sellers, acting
in good faith. The metallurgically recoverable Troy ounces of
gold shall be determined by a metallurgist nominated by the
Buyers and acceptable to the Sellers acting in good faith. The
Buyers shall procure that the data upon which such
determination is made shall be made available to the Sellers
at the request of the Representative.
5.1.11 Maximum Amount Payable in respect of the Deferred Purchase
Price and Ores from outside the Concessions
The maximum amount payable pursuant to the provisions of
clause 5.1.7 and 5.1.9 shall be US$10,000,000.
5.1.12 For the avoidance of doubt, any payment made by the Buyers
pursuant to clause 5.1.9 shall reduce its obligations to make
payment under clause 5.1.7 by an amount equal to the amount
paid under clause 5.1.9.
5.1.13 Additional Purchase Price
Subject to the provisions of clause 5.1.14, the Buyers shall
pay to the Sellers the additional sum of US$5,000,000 on the
first anniversary of the commencement of commercial mining of
Sulphide Ore from the Concessions. Such additional payment
will be adjusted by an amount equal to interest at 6-month
LIBOR over the period commencing from Completion to the date
such additional payment is made (the "Adjustment Period").
5.1.14 The obligations of the Buyers pursuant to clause 5.1.13 shall
terminate upon the surrender by the Company of its right,
title and interest in the Mining Leases to the Government of
Ghana.
5.2 All payments to be made by the Buyers to the Sellers under this
Agreement (other than pursuant to clauses 5.1.1 and 5.1.2) shall be
made to the Representative on behalf of the Sellers and in immediately
available United States dollar funds, by electronic funds transfer to
such accounts as shall have been notified, by no later than 3.30 p.m.
London time on the second Business Day before the relevant due date, to
the Buyers by the Representative, and in default of such notification,
shall be by bankers' drafts (drawn on a first class international bank
with a long term debt rating accorded by Standard &
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Poor's of not less than AA in favour of the Representative) which shall
be handed to the Representative on the relevant due date. The transfer
of funds or, as the case may be, the handing over of the bankers'
drafts shall be effected by no later than noon (London time) on the
relevant due date. The Buyers shall obtain a good discharge for any
payment due under this Agreement by making unconditional payment to the
Representative without any set-off or counterclaim and the
Representative shall distribute such payment to the Sellers in
accordance with arrangements made or to be made amongst them and the
Buyers shall have no obligation as to such allocation among the
Sellers.
5.3 The provisions of clause 5.2 shall apply mutatis mutandis to all
payments to be made by the Representative, on behalf of the Sellers, to
the Buyers under this Agreement.
6. WARRANTIES
6.1 Each Seller severally, for itself (but not in relation to any other of
the Sellers) and, as regards the Shares, in respect only of those
Shares attributed to it in schedule 4 and, as regards the IFC Debt and
the DEG Debt, only to the extent of its interest in the IFC Debt and/or
the DEG Debt, warrants to the Buyers that, each Warranty is true and
not misleading at the date of this Agreement. Immediately before the
time of Completion, each Seller severally, for itself (but not in
relation to any other of the Sellers) and, as regards the Shares, in
respect only of those Shares attributed to it in schedule 4 and, as
regards the IFC Debt and the DEG Debt, only to the extent of its
interest in the IFC Debt and/or the DEG Debt, is deemed to warrant to
the Buyers, that each Warranty is true and not misleading at the date
of Completion. For this purpose only, where in a Warranty there is an
express or implied reference to the "date of this Agreement", that
reference is to be construed as a reference to the "date of
Completion". The Warranties shall not in any respect be extinguished or
affected by Completion.
6.2 The Buyers acknowledge that the Sellers have specifically told the
Buyers that the Buyers must rely absolutely on the Buyers' own opinion
and/or professional advice concerning the assets of the Company,
including, without limitation, all rights, title and interest in real
and moveable property owned by the Company, including the rights to
receive payments connected to any of the foregoing. The Buyers
acknowledge that each of them has itself been, and will continue to be,
solely responsible for making its own independent appraisal of and
investigations into the condition, affairs, financial position,
prospects, business and operations of the Company.
6.3 Each Warranty is to be construed independently and (except where this
Agreement provides otherwise) is not limited by a provision of this
Agreement or another Warranty. For the avoidance of doubt, save for the
Warranties expressly provided in schedule 2, no other warranty, express
or implied, statutory or otherwise, is or will be given by any of the
Sellers in respect of the Shares, or the IFC Debt or the DEG Debt.
6.4 Between the execution of this Agreement and Completion, each Seller
shall:
6.4.1 procure that the Company complies with schedule 3; and
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6.4.2 notify the Buyers immediately if it becomes aware of a fact or
circumstance which constitutes a breach of clause 6.1 or has
caused, or will or might cause, a Warranty to become untrue or
misleading in any respect at any time before Completion or
might permit the Buyers to terminate this Agreement in
accordance with clause 3.7.
7 LIMITATIONS ON THE SELLERS' LIABILITY
7.1 The Sellers are not liable in respect of a Relevant Claim unless and
until the amount that would otherwise be recoverable from all the
Sellers (but for this clause 7.1) in respect of that Relevant Claim,
when aggregated with any other amount or amounts recoverable in respect
of other Relevant Claims, exceeds US$100,000 Provided That each
Seller's liability in respect of a Relevant Claim shall be several and
limited to:
7.1.1 where such Relevant Claim relates to the Shares, the
percentage of such Relevant Claim that appears against its
name under the column titled "Percentage of Price allocated to
Shares" in schedule 4; and
7.1.2 where such Relevant Claim relates to the IFC Debt and/or the
DEG Debt, the percentage of such Relevant Claim that appears
against its name under the column titled "Percentage of Price
allocated to Debt" in schedule 4.
7.2 The Sellers' total liability in respect of all Relevant Claims is
limited to the aggregate purchase price paid by the Buyers pursuant to
clause 5 and severally received or receivable by the Sellers pursuant
to this Agreement.
7.3 The Buyers shall have no claim whatsoever against any director, shadow
director, officer, employee, or agent of the Sellers (or any of them)
in respect of any claim for a breach of the Warranties.
8. COVENANTS
8.1 The Sellers agree that, between the date of this Agreement up to
Completion:
8.1.1 the Buyers may monitor the operations of the Company (at the
Buyers' expense) by having up to six of their representatives
on the premises of the Company at any time provided that such
representatives shall not interfere with the Company's
operations; and
8.1.2 the Buyers may negotiate with any of the Company's existing
employees with a view to determining which employees they wish
to re-employ on or after Completion and the terms and
conditions of such re-employment and/or liaise as appropriate
with the Company's directors on the termination of the
Company's employees on Completion.
8.2 Each of the Buyers undertakes with each Seller for its own benefit:
8.2.1 after Completion, to procure that the Company carries out the
rehabilitation (including physical reclamation, socio-economic
community development and
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closure) of the Mine and the existing oxide mining operations
thereat ("environmental rehabilitation work"), as an integral
part of the normal mining operation subject to the
sterilisation drilling of any old mining areas and it being
operationally prudent in accordance with applicable Ghanaian
legislation and regulatory requirements, and World Bank
Policies and Guidelines;
8.2.2 forthwith to take steps to ensure the establishment of the
surety referred to in clause 8.2.3 or make other arrangements
referred to in clause 8.2.3, satisfactory to the
Representative and provide to the Representative such
information as it may reasonably request regarding their
efforts and those of the Company to do so.
8.2.3 to procure that the Company establishes within three months of
Completion a bond or other form of security acceptable to the
Representative for US$5,000,000 (the "surety") from a first
class international bank with a long term debt rating accorded
by Standard & Poor's of not less than AA, or other institution
acceptable to the Representative, acting reasonably (or puts
in place other arrangements acceptable to the Representative
for the funding of the costs in respect of environmental
rehabilitation work on the Mine), pursuant to which the
Company may, after the Environmental Consultant has certified
that the Company has, after Completion, incurred expenditure
in respect of environmental rehabilitation work on the Mine of
not less than US$1,000,000 draw down from time to time amounts
in reimbursement of expenditure in respect of environmental
rehabilitation work in excess of the first US$1,000,000
expended to the extent certified by the Environmental
Consultant as having been incurred by the Company in respect
thereof, provided that the minimum amount of each drawdown
shall be US$100,000 and the maximum amount of each drawdown
shall be US$1,000,000; and further to procure that against the
Environmental Consultant's certificate that all environmental
rehabilitation work has been completed and the release of any
surety in respect of the costs thereof, an amount equal to the
excess of the Rehabilitation Amount over the aggregate amount
so expended in respect of environmental rehabilitation work
(as so certified by the Environmental Consultant), if any,
will be allocated by the Company for the purposes contemplated
by clause 8.2.4;
8.2.4 to procure that the Company:
(a) transfers not less than US$1,000,000 into an
appropriate vehicle (which would facilitate the
mobilisation of bilateral funding for the local
community as a whole); or, if notwithstanding the
reasonable efforts of the Company, to which the
Representative shall endeavour to render such
assistance as the Company may reasonably request in
this regard, no appropriate vehicle is available,
(b) otherwise expends not less than US$1,000,000,
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for, or as the case may be, in, carrying out
socio-economic community development of the community
affected by the Mine and adjacent areas; for the
avoidance of doubt such US$1,000,000 shall not be
funded out of the monies comprising the
Rehabilitation Reserve;
8.2.5 to procure that the Company within six (6) months of
Completion establishes a segregated reserve account into which
there shall be deposited:
(a) no later than the date falling 190 days after the
date on which Completion occurs, or if that day is
not a Business Day, on the immediately succeeding
Business Day an amount equal to the estimated value
of the Deferred Purchase Price as of the date falling
180 days after the date on which Completion occurs
(the "First Reserve Payment Date"), calculated on the
basis of the value of P as being the average of the
daily gold price/oz in US Dollars in the London
Bullion Market Association p.m. gold fix for all the
trading days from the day following the Closing Date
up to the First Reserve Payment Date; and
(b) no later than the date falling 555 days after the
date on which Completion occurs, or if that day is
not a Business Day, on the immediately succeeding
Business Day an amount equal to (i) the estimated
value of the Deferred Purchase Price as of the date
falling 545 days after the date on which Completion
occurs (the "Second Reserve Payment Date"),
calculated on the basis of the value of P as being
the average of the daily gold price/oz in US Dollars
in the London Bullion Market Association p.m. gold
fix for all the trading days from the day following
the Closing Date up to the Second Reserve Payment
Date, less (ii) any interim payment made prior
thereto on account of the Deferred Purchase Price
pursuant to the provisions of clause 5.1.8;
8.2.6 within 28 days of Completion, to register with the Ghanaian
Registrar of Companies a duly completed notification in the
prescribed form of the change of the Company's directors and
secretary and specifying the date of the change. The Buyers
shall indemnify the outgoing directors and secretary for any
loss or damage caused by their failure to so notify the
Ghanaian Registrar of Companies;
8.2.7 from time to time, up to the commencement of commercial mining
of Sulphide Ore on the Concessions, on the request of any
Seller through the Representative, to permit representatives
of the Representative or any Seller (at their expense) to have
reasonable access to the Mine site, on not less than 48 hours
notice and during normal business hours, for the purpose of
determining the status of sulphide mining operations carried
on by the Company and quarterly reports on mining activities
of the Company and to furnish the Representative or such
Seller with a copy of any such report inspected;
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8.2.8 promptly to give notice to the Representative and each Seller
of the occurrence of any event which will trigger an
obligation upon the Buyers to make any payment pursuant to
clause 5; and 8.2.9 promptly to notify the Representative upon
commencement of commercial mining of Sulphide Ore from the
Concessions.
9. REHABILITATION RESERVE
9.1 Each of the Buyers and the Sellers acknowledge the intention of the
Sellers to procure:
9.1.1 that at Completion the Rehabilitation Reserve will be an
amount equal to or in excess of the Rehabilitation Amount; and
9.1.2 that at or prior to Completion an irrevocable instruction is
given by the Company to Barclays Bank plc to the effect that
any instruction to effect a release from the Rehabilitation
Reserve shall only be effective if signed jointly by one
authorised signatory of the Representative and by one
authorised signatory of the Company unless, after complying
with such instruction, the balance of the Rehabilitation
Reserve would equal or exceed US$6,000,000.
9.2 The Sellers shall procure that prior to Completion:
9.2.1 no expenditure is incurred by the Company without prior
consultation with the Buyers that would result in a reduction
in the balance set aside to fund the Rehabilitation Reserve
below US$6,250,000; and
9.2.2 the Company does not incur expenditure that would result in
the reduction of such balance below US$5,750,000 without the
written consent of the Buyers.
9.3 Subject to compliance by the Sellers with the provisions of clause 9.2,
to the extent that no additional capital expenditure other than capital
expenditure as detailed in the Approved Capital Expenditure Plan
comprising Schedule 11 of the Sale and Purchase Agreement or approved
by the Buyers, as contemplated by the provisions of paragraph 4 of
Schedule 3, is incurred between the date hereof and Completion, neither
the Buyers nor the Sellers will be responsible for any shortfall at
closing in the Rehabilitation Amount below $6 million.
9.4 The Sellers agree that against the issuance of the bond referred to in
clause 8.2.3, they will give notice to Barclays Bank plc authorising
the release to or to the order of the Company any money standing to the
credit of the Rehabilitation Reserve.
9.5 The Buyers acknowledge that the retention of funds constituting the
Rehabilitation Reserve pending the issuance of the bond referred to in
clause 8.2.3 and the utilisation of the Rehabilitation Reserve in whole
or in part to facilitate the issuance of such bond ranks in priority to
any security interest the Buyers, or any person nominated by either of
them to whom the security is assigned by the Sellers, may have in such
money. The Buyers covenant with the Sellers to give notice to all
persons who may seek the benefit of any such security accordingly.
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10. CONFIDENTIAL INFORMATION
10.1 Before Completion the Buyers shall:
10.1.1 not use or disclose to a person Confidential Information they
have or acquire; and
10.1.2 make every effort to prevent the use or disclosure of
Confidential Information.
10.2 After Completion, none of the Buyers or the Sellers shall disclose to
any person the detailed terms of the transactions effected pursuant to
this Agreement.
10.3 Clause 10.1 and clause 10.2 do not apply to:
10.3.1 disclosure of information to a director, officer or employee
or any other agent or representative of the Buyers whose
function requires him to have such information or disclosure
by him in accordance with his function;
10.3.2 use or disclosure of information required to be used or
disclosed by law or which is customarily provided to any third
parties;
10.3.3 disclosure to an adviser for the purpose of advising the
relevant party but only on terms that clause 10.1 or, as the
case may be, clause 10.2 applies to use or disclosure by the
adviser; or
10.3.4 information which becomes publicly known otherwise than by a
breach of clause 10.1 or, as the case may be, clause 10.2.
11. ANNOUNCEMENTS
11.1 Subject to clause 11.2, none of the parties may, before or for the
period of one year after Completion, make or send a public
announcement, communication or circular concerning the transactions
referred to in this Agreement unless it has first obtained the other
parties' written consent, which may not be unreasonably withheld or
delayed.
11.2 Clause 11.1 does not apply to a public announcement, communication or
circular required by law or the rules and regulations of a stock
exchange.
12. COSTS
Except where this Agreement provides otherwise, each party shall pay
its own costs relating to the negotiation, preparation, execution and
performance by it of this Agreement and of each document referred to in
it. The Buyers shall be responsible for all stamp and other similar
taxes, duties and imposts payable by reference to the transfers of the
Shares hereby contemplated.
13. GENERAL
13.1 A variation of this Agreement is valid only if it is in writing and
signed by or on behalf of each party.
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13.2 The failure to exercise or delay in exercising a right or remedy
provided by this Agreement or by law does not constitute a waiver of
the right or remedy or a waiver of other rights or remedies. No single
or partial exercise of a right or remedy provided by this Agreement or
by law prevents further exercise of the right or remedy or the exercise
of another right or remedy.
13.3 Except to the extent that they have been performed and except where
this Agreement provides otherwise, the obligations contained in this
Agreement remain in force after Completion.
13.4 Each of the parties to this Agreement agree that their obligations
shall enjoy the benefit of specific performance.
13.5 If at any time any of the provisions of this Agreement becomes illegal
or unenforceable in any respect such provision shall be ineffective to
the extent necessary without affecting or impairing the legality and
enforceability of the remaining provisions of this Agreement.
14. ASSIGNMENT
A party may not assign or transfer or purport to assign or transfer any
of its rights or obligations under this Agreement (or any interest in
any thereof), provided that each Seller may assign, without any
consent, (in whole or in part) its rights hereunder to its affiliate
which holds the interest hereby agreed to be sold in the related Shares
or, IFC Debt or DEG Debt, as the case may be.
15. THE REPRESENTATIVE
The Representative has only those duties which are expressly specified
in this Agreement, and those duties are solely of a mechanical and
administrative nature in connection with the co-ordination of the sale
of the Shares, the IFC Debt and the DEG Debt by the Sellers to the
Buyers. Nothing in this Agreement constitutes the Representative as
agent, trustee or fiduciary for any other Seller or any other person.
Without limitation to the generality of the foregoing, the
Representative shall not be liable to account for interest on any
moneys paid to it for the account of any Seller.
16. NOTICES
16.1 A notice or other communication under or in connection with this
Agreement shall be in writing and shall be delivered personally or sent
by courier or by fax to the party due to receive the notice or
communication, at its address set out in this Agreement or another
address specified by that party by written notice to the other.
16.2 In the absence of evidence of earlier receipt, a notice or other
communication is deemed given:
16.2.1 if delivered personally, when left at the address referred to
in clause 16.1;
16.2.2 if sent by courier, when left at the address referred to in
clause 16.1; and
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16.2.3 if sent by fax, on completion of its transmission.
17. GOVERNING LAW AND JURISDICTION
17.1 This Agreement is governed by and shall be construed in accordance
with, English law. The courts of England shall have jurisdiction to
hear and decide any suit, action or proceedings, and to settle any
dispute, which may arise out of or in connection with this Agreement
(respectively, "Proceedings" and "Disputes") and, for these purposes,
each party irrevocably submits to the jurisdiction of the courts of
England.
17.2 Each party irrevocably waives any objection which it might at any time
have to the courts of England being nominated as the forum to hear and
decide any Proceedings and to settle any Disputes and agrees not to
claim that the courts of England are not a convenient or appropriate
forum.
17.3 Each of the parties hereto acknowledge and agree that the submission by
IFC to the jurisdiction of the courts of England does not constitute a
waiver by IFC of the immunities and privileges granted to it by English
law or the law.
17.4 Process by which any Proceedings are begun in England may be served on:
17.4.1 the Sellers by being delivered to Clifford Chance Secretaries
Limited, 200 Aldersgate Street, London EC1A 4JJ; and
17.4.2 the Buyers by being delivered to Clifford Chance Secretaries
Limited, 200 Aldersgate Street, London EC1A 4JJ.
Nothing contained in clause 17.4 affects the right to serve process in
another manner permitted by law.
18. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of
which when executed and delivered is an original, but all the
counterparts together constitute the same document.
19. SEVERAL LIABILITY
19.1 The obligations of the Sellers hereunder shall be several, and not
joint or joint and several.
19.2 The obligations of the Buyers to pay the second tranche of the Initial
Purchase Price shall be joint and several.
19.3 Save as provided pursuant to clause 19.2, the obligations of the Buyers
hereunder to pay the purchase price of the Shares, the IFC Debt and the
DEG Debt shall be several, and not joint or joint and several and shall
be apportioned as between Anvil and GSR in the proportions of 22.2% and
77.8% respectively.
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20. FURTHER ASSURANCE
Each party shall do and execute, or arrange for the doing and executing
of, each necessary act, document and thing reasonably within its power
to implement this Agreement and the transactions hereby contemplated.
21. LIMITATION PERIOD
The limitation period for the purposes of this Agreement will be 80
years.
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SCHEDULE 1
ITEMS FOR DELIVERY BY THE SELLERS AT COMPLETION
1. Executed transfer(s) in respect of the Shares to the Buyers or their
respective nominee(s) and the share certificate(s) for the Shares.
2. The common seal (if any) of the Company and each register, minute book
and other book required to be kept by the Company made up to the date
of Completion and each certificate of incorporation and certificate of
incorporation on change of name for the Company.
3. A copy of a letter to the Company from its auditors resigning their
office with effect from Completion, the original of the letter having
been deposited at the registered office of the Company.
4. A copy of each bank mandate to the Company, including in relation to
the Rehabilitation Reserve, and copies of statements of each Company's
Bank Account including, without limitation, the Rehabilitation Reserve
(with credit balance equal to US$6,000,000 or such lesser sum as the
Buyers and the Sellers may agree in accordance with the provisions of
clause 9), made up to a date not earlier that two Business Days before
the date of Completion.
5. A signed letter in the form attached as schedule 5 from each present
director (other than the director who is the representative of the
Government of Ghana) and secretary of the Company in each case
resigning their respective office (with effect from the end of the
meeting held pursuant to clause 4.3.1) and acknowledging that the
writer has no claim against the Company for compensation for loss of
office or otherwise.
6. Executed releases in respect of the Bank Security if required by the
Buyers (such requirement to be notified to the Representative no later
than 21 days before Completion).
7. Deed of assignment in respect of the assignment of the IFC Debt to the
Buyers or the Buyers' nominee(s) substantially in the form set out in
schedule 8 executed by IFC.
8. Deed of assignment in respect of the assignment of the DEG Debt to the
Buyers or the Buyers' nominee(s) substantially in the form set out in
schedule 8 executed by DEG.
9. Such documentation as the Buyers may reasonably require (such
requirement to be notified to the Representative no later than 7 days
before Completion) to assign the Sellers' interest in the Bank Security
to the Buyers.
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SCHEDULE 2
WARRANTIES
1. CAPACITY AND AUTHORITY
1.1 Right, power, authority and action
The Seller has the right, power and authority and has taken all action
necessary to execute and deliver, and to exercise its rights and
perform its obligations under, this Agreement and the transactions
contemplated hereby and each document to be executed at or before
Completion.
2. SHARES
2.1 Immediately prior to Completion the Seller will be the only legal and
beneficial owner of that number of Shares appearing against its name in
schedule 4 (the "Relevant Shares").
2.2 The Relevant Shares comprise such percentage of the Company's allotted
and issued Class "A" share capital appearing against its name under the
column titled "Percentage Shareholding" in schedule 4.
2.3 The authorised, issued and outstanding Shares consist of 18,000,000
Class A Shares and 2,000,000 Class B Shares, 704,639 and 78,293
respectively of which are issued and outstanding. The Relevant Shares
are duly authorised, validly issued and fully paid.
2.4 There is no Encumbrance, and there is no agreement, arrangement or
obligation to create or give an Encumbrance, in relation to any of the
Relevant Shares or unissued shares in the capital of the Company. No
person has claimed to be entitled to an Encumbrance in relation to any
of the Relevant Shares.
2.5 Except with respect to the rights of the Republic of Ghana to its
carried interest, no options or warrants or other rights to acquire any
of the Shares are outstanding which are not released or waived by
clause 4.6 of this Agreement.
3. DEBT
3.1 Immediately prior to Completion, IFC and DEG will be the only legal
owner of the IFC Debt and the DEG Debt, respectively.
3.2 Immediately prior to Completion:
(a) DEG will be the only legal and beneficial owner of the DEG
Debt; and
(b) IFC and the other Sellers (apart from DEG) will together be
the only persons legally and/or beneficially interested in the
IFC Debt and/or the rights (whether arising in contract or
otherwise) relating thereto,
in each case free from Encumbrances.
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3.3 Immediately prior to Completion, the Sellers will together be all of
the persons together entitled to transfer the full legal and beneficial
ownership of the IFC Debt and the DEG Debt to the Buyers.
3.4 Immediately prior to Completion, except for the IFC Debt and the DEG
Debt, the Company owes no other amounts to the Sellers on any account
whatsoever.
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SCHEDULE 3
ACTION PENDING COMPLETION
The Sellers shall ensure that the Company will:
1. not create, allot, issue, acquire, repay or redeem any share or loan
capital or agree, arrange or undertake to do any of those things or
acquire or agree to acquire, an interest in a corporate body;
2. operate its business in the usual way with the objective of maintaining
the business as a going concern;
3. not formally approve the acquisition or disposal of, or agree to
acquire or dispose of, any major asset except in the usual course of
its business or assume or incur, or agree to assume or incur, a
liability, obligation or expense (actual or contingent) except in the
usual course of its business and (where such liability is greater than
US$50,000), except with the approval of the Buyers;
4. adopt the capital expenditure plan already approved by the board of the
Company and set out in schedule 11 and not make, or agree to make,
capital expenditure outside schedule 11 without the written approval of
the Buyers;
5. not declare, pay or make a dividend or distribution or make any other
disbursements of any kind (including debt and interest repayment) to
the Sellers or their representatives in any capacity;
6. not create, or agree to create, an Encumbrance over the Shares or
another asset or redeem, or agree to redeem, an existing Encumbrance
over the Shares or another asset, including the Mining Leases;
7. not enter into a material long-term, onerous or unusual agreement,
arrangement or obligation;
8. except in the usual course of its business, not compromise, settle,
release, discharge or compound litigation or arbitration proceedings or
a liability, claim, action, demand or dispute, or waive a right in
relation to litigation or arbitration proceedings;
9. conduct its business in all material respects in accordance with all
applicable legal and administrative requirements in any relevant
jurisdiction;
10. not enter into an agreement, arrangement or obligation (legally
enforceable or not) in which the Sellers, a director or former director
of the Company or a person connected with any of them is interested;
11. not make a payment out of a Company's Bank Account except where the
payment is in the usual course of its business;
12. prior to completion, give notice of termination in accordance with the
collective bargaining agreement in effect as at the date of this
Agreement, terminating the
-24-
<PAGE>
contracts of employment of all of the Company's employees (except those
of the Company's expatriate staff agreed between the Sellers and the
Buyers) and otherwise put into effect the redundancy programme;
13. not without prior agreement of the Buyers renew any contract for
employment of the Company's expatriate staff;
14. not make any payment (whether of principal, interest, penalty or on any
other account whatsoever) with respect to the IFC Debt or the DEG Debt;
15. maintains in good standing its rights and interest in the Concessions;
16. not take any action which could result in a material change in the
business, operations, earnings, assets or financial condition of the
Company;
17. maintains in full force material insurances against risks normally
insured against by a company operating the types of business operated
by the Company; and
18. irrevocably mandate Barclays Bank plc to hold a portion of the
Rehabilitation Reserve equal to the Rehabilitation Amount (or such
lesser amount as the Buyers and the Sellers may agree having regard to
the provisions of clause 9) upon terms that, inter alia, any
instructions to effect a payment or release of such amount shall only
be effective if in writing and signed by one authorised signatory on
behalf of the Representative and one authorised signatory on behalf of
the Company (or such other signatories on behalf of the Company as the
board of directors may from time to time designate.)
-25-
<PAGE>
SCHEDULE 4
LIST OF SHAREHOLDERS AND NUMBER OF SHARES TO BE SOLD
<TABLE>
<CAPTION>
Name and Address of Shareholders Shares to be Sold Percentage of Percentage of Percentage of Price Percentage of IFC
Class "A" Shares Price allocated to allocated to Debt /1,2 Loan
Shares
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
<S> <C> <C> <C> <C> <C>
International Finance Corporation 216,270 30.69 25.007 24.23 32.51
2121 Pennsylvania Avenue
NW Washington DC
USA 20433
Attention: Manager, Special
Operations Unit
Fax: 001 202 974 4305
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
CLIFAP 76,897 10.91 11.808 0 0
1 rue des Italiens
75009 Paris,
France
Attention: Mr Eric Cochard
Fax: 00 331 4295 0183
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
CREDIT LYONNAIS 0 0 0 11.71 15.71
1 rue des Italiens
75009 Paris,
France
Attention: Mr Eric Cochard
Fax: 00 331 4295 0183
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
The Sumitomo Bank, Limited 31,331 4.45 4.811 4.77 6.40
Temple Court
11 Queen Victoria Street
London EC4N 4TA
Attention: Mr Takura Kimura
Fax: 0171 786 1131
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
Ecobank Transnational Incorporated 11,388 1.62 1.749 1.73 2.33
19 Seventh Avenue Ridge West
PMB, GPO
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
</TABLE>
1 "Debt" comprises IFC Debt less IFC Shareholders Advances plus DEG Debt.
2 This figure is based on the DM:US$ exchange rate as at 28.4.99. It will have
to be adjusted at Completion to reflect DM:US$ exchange rate prevailing at
the time of Completion.
-26-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Shareholders Shares to be Sold Percentage of Percentage of Percentage of Price Percentage of IFC
Class "A" Shares Price allocated to allocated to Debt /1,2 Loan
Shares
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
<S> <C> <C> <C> <C> <C>
Accra, Ghana
Attention: Mr Albert Essien
Fax: 00 233 212 320 91
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
Societe Generale 91,140 12.93 13.995 13.88 18.61
41 Tower Hill
London E3N 4SG
United Kingdom
Attention: Mr Peter Donkin
Fax: 00 44 171 667 2489
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
Bank Austria Cayman Islands Ltd. 45,566 6.47 6.997 0 0
P.O. Box 513
George Town
Cayman Islands
Grand Cayman
Attention: J.E. O'Neill
Fax: [ o ]
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
Bank Austria AG 0 0 0 6.94 9.31
125 London Wall
London EC2Y 5DD
United Kingdom
Attention: Steven Dodd
Fax: 0044 20 7417 4803
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
Banque Internationale a Luxembourg 28,477 4.04 4.373 4.34 5.82
69 Route d'Esch
L-2953
Luxembourg
Attention: Mr Simon Hauxwell /
Benoit Debroise
Fax: 00 352 4590 3855
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
DEG-Deutsche Investitions und 158,004 22.42 24.263 25.46 0
Entwicklungsgesellschaft mbH
Belvederestrasse 40
50933 Koln (Mungersdorft)
Germany
Attention: Mr Roger Peltzer
Fax: 00 49 221 498 6106
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
</TABLE>
-27-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Shareholders Shares to be Sold Percentage of Percentage of Percentage of Price Percentage of IFC
Class "A" Shares Price allocated to allocated to Debt /1,2 Loan
Shares
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
<S> <C> <C> <C> <C> <C>
DB (Belgium) Finance N.V./S.A. 45,566 6.47 6.997 6.94 9.31
C/o Deutsche Bank AG London
6 Bishopsgate
London EC2N 4DA
Attention: Mr George Rogers
Fax: 44 171 545 7130
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
Total 704,639 100 100 100 100
- ------------------------------------ ----------------- ---------------- ------------------ --------------------- -------------------
</TABLE>
-28-
<PAGE>
SCHEDULE 5
FORM OF LETTER OF RESIGNATION
TO: Bogoso Gold Limited (the "Company")
DATE:
Dear Sirs
I, [ ] of [insert usual residential address]:
1. resign my office as [director/secretary/director and secretary] of the
Company with immediate effect and resign from my employment with the
Company with immediate effect;
2. acknowledge that:
2.1 I have no claims or rights of action whatsoever whether under
common law, statute or otherwise against the Company in
connection with or arising out of my holding or resigning
office or out of my employment or its termination; and
2.2 [there is no agreement or arrangement outstanding under which
the Company has or could have an obligation to me whether now
or in the future whether for the payment of money or
otherwise, except for payment in the usual course of my salary
and expenses incurred on behalf of the Company in each case up
to and including [insert date of letter or effective date of
resignation] [amounting in total to not more than US$[ ]]];
and]
3. waive, release and forever discharge the Company against all actions,
proceedings, claims, demands and costs which I may now have or would
have had but for the execution of this deed.
Signed as a deed by )
[insert name of individual]) ) _________________________________
in the presence of: )
________________________ Signature of the Witness
________________________ Name of the Witness
________________________ Address of the Witness
________________________
________________________
________________________ Occupation of the Witness
[TO BE FILED WITHIN 28 DAYS WITH GHANIAN REGISTER OF COMPANIES]
-29-
<PAGE>
SCHEDULE 6
BANK SECURITY
1. The English Charge
A deed of charge dated 18 January, 1990 and made by the Company in
favour of The Law Debenture Trust Corporation p.l.c., IFC and DEG,
pursuant to which the Company created fixed and floating security on
the Company's assets for all moneys and liabilities owing by the
Company to the Secured Lenders (as defined therein) from time to time
on the terms and subject to the conditions stated therein as amended by
the Supplemental English charge dated 22 March 1994.
2. The Ghanaian Debenture
A debenture dated 18 January, 1990 registered at the Lands Title
Registry Accra as No. 1495/1990 and made by the Company in favour of
The Law Debenture Trust Corporation, IFC and DEG, whereby the Company
gave fixed and floating security over its assets in favour of the
Trustee for all moneys and liabilities owing by the Company to the
Secured Lenders (as defined therein) from time to time on the terms and
subject to the conditions stated therein as amended by the Supplemental
Ghanaian Debenture dated 22 March 1994.
3. The Assignment of Insurances
A deed of assignment dated 26 February, 1990 and made between the
Company, The Law Debenture Trust Corporation p.l.c., DEG and IFC, inter
alia, pursuant to which the Company assigned to The Law Debenture Trust
Corporation p.l.c. by way of mortgage all its right, title and interest
in and to all insurances required to be effected by the Company under
which a claim is to be payable in any freely convertible and
transferable currency other than Cedis and by way of floating charge to
The Law Debenture Trust Corporation p.l.c. all other insurances
required to be effected by the Company on the terms and subject to the
conditions stated therein.
4. Foreign Exchange Retention Account Agreement
An agreement dated 18 January, 1990 made between the Company, Barclays
Bank PLC, The Law Debenture Trust Corporation p.l.c., the Republic of
Ghana, the Bank of Ghana, Ghana Commercial Bank, IFC and DEG whereby,
inter alia, there was established a mechanism for the collection,
investment and administration of the Company's funds in one or more
accounts maintained with Barclays Bank PLC and Ghana Commercial Bank as
amended by the Supplemental Foreign Exchange Retention Account
Agreement dated 22 March, 1994.
5. The Mining Lease Agreement
An agreement dated 18 January, 1990 entered into between the Republic
of Ghana, IFC, DEG and The Law Debenture Trust Corporation p.l.c.,
providing, inter alia, for certain consents and assurances from the
Republic of Ghana in relation to the Mining Leases
-30-
<PAGE>
(as defined therein) and the transactions contemplated by the Financing
Documents and the Security Documents [(both as defined therein)].
6. The Trust Deed
An agreement dated 18 January, 1990 entered into between the Company,
The Law Debenture Trust Corporation plc, the Republic of Ghana, Bank of
Ghana, DEG, IFC and the Representatives (as defined therein).
-31-
<PAGE>
SCHEDULE 7
LOAN DOCUMENTATION
Part 1
DEG Loan Documentation
1. A loan agreement dated 8 January 1990 made between DEG and the Company
(the "DEG Loan Agreement") pursuant to which DEG agreed, on the terms
and subject to the conditions stated therein, to make available to the
Company a loan of up to DM 25,000,000 ("DEG Loan") to finance the
Project (as defined therein).
2. A rescheduling agreement dated 4 March 1994 made between the Company
and DEG (the "Rescheduling Agreement"), pursuant to which DEG agreed,
on the terms and subject to the conditions therein, to amend the terms
and conditions of the DEG Loan under the DEG Loan Agreement.
Part 2
IFC Loan Documentation
1. A loan agreement dated 19 December 1989 made between the Company and
IFC ("IFC Investment Agreement") pursuant to which IFC agreed, on the
terms and subject to the conditions stated therein, to lend to the
Company the sum of US$43,000,000 (the "IFC Loan") to finance the
Project (as defined therein).
2. A rescheduling agreement dated 4 March 1994 (herein called the "IFC
Rescheduling and Amendatory Agreement") made between IFC and the
Company pursuant to which IFC agreed, on the terms and subject to the
conditions therein, to amend the terms and conditions of the IFC Loan
and the IFC Investment Agreement.
Part 3
Shareholder Advances Documentation
1. An agreement (the "Shareholders Financing Agreement") dated 27 November
1989 made between the Company, the Republic of Ghana, IFC, the Central
Bank, Billiton B.V. and Sikaman Gold Resources Limited as amended and
supplemented by a certain supplemental agreement (the "Supplemental
Agreement") dated 18 January 1990 between the same parties, pursuant to
which, inter alia, IFC agreed to make available to the Company, and the
Company agreed to borrow, additional loans comprising Shareholder
Advances (as defined therein) and, if necessary, Shareholder Deficiency
Advances (as defined therein).
-32-
<PAGE>
2. An amendment agreement (the "Revised Shareholders Financing Agreement")
dated 22 March 1994 made between the Company, IFC, DEG, the Republic of
Ghana, the Bank of Ghana and Billiton B.V. pursuant to which
Shareholders (as defined therein) agreed on the terms and subject to
the conditions therein, to amend the terms and conditions applicable to
the Shareholder Advances and Shareholder Deficiency Advances under the
Shareholders Financing Agreement (as amended and supplemented by the
Supplemental Agreement).
-33-
<PAGE>
SCHEDULE 8
MINING LEASES
1. Gold Mining Lease - No. WR348A/87. Commencing 21 August 1987.
Comprising 50 square kilometres.
2. Gold Mining Lease - No. WR368/88. Commencing 16 August 1988. Comprising
45 square kilometres.
-34-
<PAGE>
SCHEDULE 9
FORM OF ASSIGNMENT OF DEBT
THIS DEED OF ASSIGNMENT is made the [ ] day of [ ] 1999
BETWEEN
(1) INTERNATIONAL FINANCE CORPORATION, an international organisation
established by articles of agreement among its member countries /
DEG-DEUTSCHE INVESTITIONS UND ENTWICKLUNGSGESELLSCHAFT mbH, a
development finance institution organised and existing under the laws
of the Federal Republic of Germany] (the "Assignor"); and
(2) ANVIL MINING NL ("AMNL"), a company organised and existing under the
laws of Australia and having its registered office at Ground Floor, 278
Stirling Highway, Claremont, Western Australia, 6010, Australia with
company number A.C.N 060478962 and BOGOSO HOLDINGS ("BH"), a company
incorporated under the laws of Cayman Islands and having its registered
office at 5th Floor, Butterfields House, Fort Street, P.O. Box 219G,
Georgetown, Grand Cayman, Cayman Islands (together the "Assignees" and
each of them an "Assignee").
WHEREAS
The parties hereto have agreed that the Assignor will assign to the Assignees
its rights, title and interest in and to the [IFC Debt / DEG Debt] pursuant to
the sale and purchase agreement dated [ ] made between the Assignor and the
other companies specified therein as sellers and the Assignees as buyers (the
"Sale and Purchase Agreement").
NOW THIS DEED WITNESSETH as follows:
1. Terms defined in the Sale and Purchase Agreement shall, unless
otherwise defined herein, have the same meaning herein and the
principles of construction set out in the Sale and Purchase Agreement
shall have effect as if set out in this Deed.
2. On and from the date thereof, the Assignor hereby assigns and transfers
to AMNL and BH in the proportions of 22.2% and 77.8% respectively all
the Assignor's (i) rights, title and interests in, to and under the
[IFC Debt / DEG Debt], (ii) rights, title and interest in, to and under
the [IFC Loan Documentation and the Shareholder Advances Documentation
/ DEG Loan Documentation] in respect of the [IFC Debt / DEG Debt] and
(iii) rights arising under or in connection with the Bank Security
relating to the [IFC Debt / DEG Debt] and (in each case) the full
benefit and advantage thereof TO HOLD the same unto the Assignees
absolutely.
3. The Assignor hereby covenants with the Assignees that the [IFC Debt /
DEG Debt] is still owing in full to the Assignor from the Company and
that there are no other debts due or owing from the Company to the
Assignor on any account whatsoever.
-35-
<PAGE>
4. The Company hereby acknowledges (i) the amount of the [IFC Debt / DEG
Debt] as set out in the Sale and Purchase Agreement and (ii) receipt of
notice in writing from the Assignees of the Assignment of the [IFC Debt
/ DEG Debt] from the Assignor to the Assignees.
5. The Assignees acknowledge that the Assignor has given no warranty or
assurance to the Assignees with regard to the recovery of the [IFC Debt
/ DEG Debt] in whole or in part from the Company.
6. Clause 17 (Governing Law and Jurisdiction) of the Sale and Purchase
Agreement shall be incorporated in this Deed, mutatis mutandis.
This Deed is delivered on the date written at the start of this Deed.
EXECUTED by the parties as a deed
THE ASSIGNOR
- ------------
Executed as a deed by )
[insert name of attorney] )
as attorney for )
INTERNATIONAL FINANCE )
CORPORATION )
in the presence of:
Signature of witness
Name of witness
Occupation of witness
THE ASSIGNEES
- -------------
Executed as a deed by )
ANVIL MINING NL )
acting by [insert name(s) of
duly )
authorised signatory(ies)] )
- ------------------------------
- ------------------------------ [if second signatory required]
-36-
<PAGE>
Executed as a deed by )
BOGOSO HOLDINGS )
acting by [insert name(s) of
duly )
authorised signatory(ies)] )
- ------------------------------
- ------------------------------ [if second signatory required]
THE COMPANY
Executed as a deed by )
BOGOSO GOLD LIMITED )
acting by [insert name(s) of
duly )
authorised signatory(ies)] )
- ------------------------------
- ------------------------------ [if second signatory required]
-37-
<PAGE>
SCHEDULE 10
FORM OF LETTER OF CREDIT
Beneficiary: International Finance Corporation
2121 Pennsylvania Avenue N.W.,
Washington, D.C. 20433
U.S.A.
Applicant: Golden Star Resources Ltd. and Anvil Mining NL (together, the
Obligors)
1660 Lincoln Street, Suite 3000
Denver, Colorado 80264
Amount: USD2,000,000.00
"We hereby issue our irrevocable Standby Letter of Credit number [ ] in your
favor for the benefit of yourself and the sellers set out in Annex 1 for an
aggregate amount not to exceed the amount indicated above, expiring at our
counters in New York with our close of business on September 30, 1999.
This Letter of Credit is available with the Chase Manhattan Bank, New York
against presentation of your draft at sight drawn on the Chase Manhattan Bank,
New York when accompanied by the documents indicated herein:
A letter of certification and demand signed by a purported authorized signatory
of the beneficiary reading as follows:
"The amount of this drawing USD[ ]under the Chase Manhattan Bank Letter
of Credit number [ ] represents part of the price for the sale and
purchase due and payable by the Obligors under an agreement to be made
between the Obligor and the Sellers in respect of the purchase by the
Obligor of shares in Bogoso Gold Limited ("BGL") and senior debt and
shareholders advances owing by BGL to the Sellers which has become due
and payable by the Obligor to the Beneficiary and the Sellers under
said Sale and Purchase Agreement but has not been paid and that payment
of such claimed amount is demanded herein".
Partial drawings are permitted provided that the aggregate of the sums paid does
not exceed USD2,000,000.00.
We hereby agree that payment to the Beneficiary will be made by us to the
Beneficiary under this credit (free and clear of and without deduction for or on
account of any set-off or counterclaim and without deduction for or on account
of any taxes) on the third business day from and inclusive of the date of our
receipt of the above mentioned document. For the purposes of this credit,
a "Business Day" means a day upon which banks are open for domestic and foreign
exchange business in New York City.
-38-
<PAGE>
Without prejudice to our obligations in respect of any drawing delivered to us
in accordance with the terms of this credit and prior to the termination hereof,
this credit shall terminate upon receipt of a certificate purporting to be
signed by an authorized signatory of the Beneficiary reading as follows:
"All the required government consents have not been obtained in
accordance with the Sale and Purchase Agreement referred to in the
Chase Manhattan Bank Letter of Credit No. [ ]." or
"The Sellers have failed to comply with the obligations at completion
as set out in the Sale and Purchase Agreement referred to in the Chase
Manhattan Bank Letter of Credit No. [ ]." or
"The Sellers have entered into a contract to sell the sale shares, the
IFC debt and the DEG debt to a third party." or
"The Sale and Purchase Agreement referred to in the Chase Manhattan
Bank Letter of Credit No. [ ] has not been signed by the Sellers by
June 1, 1999." or
"An event has occurred which has prevented the Obligor from effecting
completion of the Sale and Purchase Agreement referred to in the Chase
Manhattan Bank Letter of Credit No. [ ] in circumstances in which the
Sellers are not entitled to draw under the Letter of Credit."
All correspondence and any drawings presented in connection with this Letter of
Credit must only be presented to us at the Chase Manhattan Bank, 4 Chase
Metrotech Center, 8th Floor, Brooklyn, New York 11245, Attention: Standby Letter
of Credit Department, Customer Inquiry Numbers are (718) 242-3884 and (718)
242-4898.
We hereby issue this Standby Letter of Credit in your favor. It is subject to
the uniform customs and practice for documentary credits (1993 revision
International Chamber of Commerce, Paris, France Publication No. 500) and
engages us in accordance with the terms thereof. The number and the date of our
credit and the name of our bank must be quoted on all drafts required under this
Letter of Credit.
-39-
<PAGE>
Annex 1
List of Sellers
Bank Austria AG
Bank Austria Cayman Islands Ltd.
Banque Internationale a Luxembourg
CLIFAP
Credit Lyonnais
DEG-Deutsche Investitions und Entwicklungsgesellschaft mbH
DB (Belgium) Finance N.V.
Ecobank Transnational Incorporated
International Finance Corporation
Societe Generale
The Sumitomo Bank, Limited
-40-
<PAGE>
SCHEDULE 11.
APPROVED CAPITAL EXPENDITURE PLAN
- --------------------------------------------------------------------------------
BGL Approved/Committed (@ 1 April 1999)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Project Description Budget Unspent Unspent
US$'000 US$'000 %
- --------------------------------------------------- -------------------- ----------------- ------------------
<S> <C> <C> <C>
Strategic
Water Resource Evaluation 35 34 97%
Oxide Exploration Program 3 1,650 295 18%
Transition Ore Investigation Phase 3 289 109 38%
Sulphide Ore Treatment Options 136 134 98%
- --------------------------------------------------- -------------------- ----------------- ------------------
Mining
R984B Excavator 363 8 2%
773B Klein Water Tank 62 10 16%
Field Mess/Office 20 14 72%
Water Filling Stations 40 10 25%
- --------------------------------------------------- -------------------- ----------------- ------------------
Maintenance
773B Dump Truck Overhaul (DT7) 110 10 9%
773B Dump Truck Overhaul (DT8) 110 60 55%
DHA600S Tamrock Overhaul 90 (9) 0%
Component Bay Extension 20 10 50%
Used Service Truck 100 20 20%
Plant Workshop Equipment 25 3 12%
- --------------------------------------------------- -------------------- ----------------- ------------------
Processing
Tailings System Upgrade 231 158 68%
Acid Mixing Facility 61 39 64%
Oxygen Plant 205 65 32%
- --------------------------------------------------- -------------------- ----------------- ------------------
Administration and Infrastructure
Radio VHF and Relay Station 50 19 38%
Data Room & Finance Modifications 15 5 33%
Security Fence Upgrade 45 40 89%
Emergency Generators 1,280 11 1%
V-SAT Communications 79 4 5%
Kubota Lawn Mower 12 (4) 0%
Replacement Ambulance 25 (2) 0%
Replacement Nissan Patrol 38 38 100%
- --------------------------------------------------- -------------------- ----------------- ------------------
Total 5,091 1,081
- --------------------------------------------------- -------------------- ----------------- ------------------
</TABLE>
NOTES:
1. "BGL Approved/Committed" are projects in progress with BGL Board
approval as at 1 April 1999.
-41-
<PAGE>
EXECUTED by the parties:
THE SELLERS
- -----------
INTERNATIONAL FINANCE CORPORATION
By: /s/ Denis T. Carpio
--------------------------------
Name: Denis T. Carpio
--------------------------------
Title: Consultant
CREDIT LYONNAIS
By: /s/ B. Levi
--------------------------------
Name: B. Levi
--------------------------------
Title: 1st Vice President
By: /s/ E. Cochard
--------------------------------
Name: E. Cochard
--------------------------------
Title: Vice President
CLIFAP
By: /s/ E. Cochard
--------------------------------
Name: E. Cochard
--------------------------------
Title: Vice President
By: /s/ B. Levi
--------------------------------
Name: B. Levi
--------------------------------
Title: 1st Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ Kazuhisa Tanaka
--------------------------------
Name: Kazuhisa Tanaka
--------------------------------
Title: Joint General Manager
ECOBANK TRANSNATIONAL INCORPORATED
By: /s/ Albert Essien
--------------------------------
Name: Albert Essien
--------------------------------
Title: Country Risk Manager
SOCIETE GENERALE
By: /s/ Stuart Chandler
--------------------------------
Name: Stuart Chandler
--------------------------------
Title: Chief Operating Officer
BANK AUSTRIA CAYMAN ISLANDS LTD.
By: /s/ Harald Nograsek
--------------------------------
Name: Harald Nograsek
--------------------------------
Title: Director
-42-
<PAGE>
BANK AUSTRIA AG
By: /s/ Dr. Udo Szekulics
--------------------------------
Name: Dr. Udo Szekulics
--------------------------------
Title: Deputy General Manager
By: /s/ Dr. E. Melik
--------------------------------
Name: Dr. E. Melik
--------------------------------
Title: Deputy Head Dept.
BANQUE INTERNATIONALE A LUXEMBOURG
By: /s/ Simon Hauxwell
--------------------------------
Name: Simon Hauxwell
--------------------------------
Title: Attache de Direction
DEG-DEUTSCHE INVESTITIONS UND
ENTWICKLUNGSGESELLSCHAFT mbH
By: /s/ Roger Peltzer
--------------------------------
Name: Roger Peltzer
--------------------------------
Title: Senior Investment Manager
DB (BELGIUM) FINANCE N.V.
By: /s/ George Rogers
--------------------------------
Name: George Rogers
--------------------------------
Title: Director of Deutsche Bank AG
London
Signed under Power of Attorney
By: /s/ Geoffrey Spence
--------------------------------
Name: Geoffrey Spence
--------------------------------
Title: Managing Director
Deutsche Bank AG London
Signed under Power of Attorney
THE BUYERS
- ----------
ANVIL MINING NL
By: /s/ Peter Bradford
--------------------------------
Name: Peter Bradford
--------------------------------
Title: Authorised Representative
-43-
<PAGE>
GOLDEN STAR RESOURCES LTD.
By: /s/ James E. Askew
--------------------------------
Name: James E. Askew
--------------------------------
Title: Authorised Representative
