Мэдэгдэл: Тус агуулгыг гэрээний PDF хувилбараас текст ялган таних аргаар боловсруулсан тул эх хувиас ялгаатай байж болно. Дэлгэрэнгүй STABILITY AGREEMENT
Pursuant to Articles 2.0 and 21 of the Minerals Law of Mongolia and to guarantee
a long term stable activity environment, tins Agreement is entered into hy and
between the Government of Mongolia, represented by Minister of Finance or
Mongolia (the Minister) and Boroo Gold Company Limited (the Companv) which
has been established under the laws of Mongolia, has certificate of registration
No 21/498 and the holder of the mining license No A-32. under th reuuu lents
of Mongolian legislation
Article 1. Subject Matter
1.1 This Agreement regulates relations with respect to legal guarantees to
provide a stable tax regime, free sale and expoit of products at
international market prices and free use of hard currency derived from
such sales from the entire period of mining the “Boroo'’ gold deposit
located in Bayangol sum of Selenge aimag of Mongolia by the Company.
Article 2. General Provisions.
The amount of the initial capital to be invested by the Company, holder of
a mining license, during the first five (5) years of the particular project on
the territory of Mongolia shall be no less then fifteen (15) million US
The Company will be exempted from the income tax for the first three (3)
years from the commencing date of its production and be entitled to fifty
(50) percent tax relief for the following three (3) years period. For the
following years, the Company will pay fifteen (15) oercenl. tax for the
inniial Livable income of uo to 100 000,000 tugriks, plus for tv ?nt
tor 11 amount which exceeds i 30,000.000 tueriks. Fite ouso
impeded goods shall be set at zero (0; percent and the VAГ (or similar)
tax on impeded and domestically sold goods shall be set at ten (10'
percent which are the rates established by the legislation effective it the
date of this Agreement.
It the Company expods its goc is, dm expod tax (-a.
percent snrl vA I taxes for exp 0 ■ shall no set d e: 11 o (o) po; mo:t
Company extracts go Li and so is 0 to MofKjoU,.W:k oi any other
sommeoua! bonk on flu? Mm to
dm oIImo ,оч ! .-mum! ! . it i
. t- f}
2.5 !n exporting its products, selling them ot international market prices and
using the hard currency income derived from such sales, the Company
shall be granted the same rights and conditions as enjoyed by Mongolian
citizens and legal persons.
2.6 This Agreement will be terminated, if the Company fails to complete
performance of its obligations on investment as specified hereunder in
paragraphs 4 2, 4.3 within the period exceeding six (6) months.
Article 3. Term
3.1 The term of this Agreement is from July 6, 1998 until July 7. 2008 for ten
Article 4. Duties and Rights of Company (Individual)
4.1 The Company shall fully perform its obligations under this Agreement and
comply with the legislation of Mongolia.
4.2 The Company shall invest in Mongolia no less than fifteen (15) million US
Dollars during five (5) years following the signing of this Agreement.
The investment may take the forms of cash, technology, equipment, raw
materials or goods.
4.3 The investment shall be made according to the following schedule:
No Date Amount of Money In Monetary : In Ollier
Month/Year (thousand USD) Form l-'onns
1 July '1999 | 1.000 500 500
2 July 2000 | 14 000 i 4,0 00 10,000
5 Total Amount 1 5,000 4.500 10.500
i f i ne P/O'11 ip a i ry invests moie tl ran u. h.;s planned to invest ro paiTcular
/ear, the excess amount shall be ineiud id into the next year
4 4 Within a month following the ann of this Agreement the Company
shall pi op a re an annual invest! i t f•)i the ;iitorveieng year based
on the Cum to he provider! by tin / of Гromee a id ;• alowmu its
avlew bv the N a total ;-v.jseunjos v ' IWIVC: the ass ■ t i:) J s*
The Company shall initially deposit its profits derived from the sale of its
prodi'cts in an account opened at a commercial bank operating on the
territory of Mongolia.
If, as a result of the Minister’s failure to perform his obligation under this
Agreement, or the guarantees provided for in the Stability Agreement we
not honored, the Company shall be entitled to the restoration of
guarantees and to sue for damages in accordance with the procedures
specified by law.
This present Agreement does not piejudice the Company’s right to
negotiate and conclude separate operating agreements specific to the
Boroo project with relevant agencies of the Government of Mongolia.
Article 5. Duties and Rights of the Minister
Flie Minister shall be responsible for providing the Company with the
guarantees and conditions specified in this Agreement and aimed at
securing a long term stable investment environment for the Company.
Upon signing the Stability Agreement, the Minister shall notify Mongolbai
and other relevant organizations of the provisions of this Agreement.
if the Company fails to perform its obligations under this Agreement or it
proved that it lias seriously breached the laws of Mongolia, the Minister
shall notify the Company accordingly and unilaterally terminate this
Article 6. Other Provisions
AGREEMENT TO AMEND STABILITY AGREEMENT
This Agreement to Amend Stability Agreement is entered into, by and between the Government of Mongolia
represented by the Minister of Finance of Mongolia (Minister) and Boor Gold Company Ltd (Company) established
under the laws of Mongolia (certificate of registration No 21/498).
A Pursuant to Articles 20 and 21 of the Minerals Law of Mongolia and to guarantee a long -term stable
environment for the development of the Boroo hard rock gold deposit (Project), the Minister and the Company
have entered into a Stability Agreement dated 6 July 1988 (Stability Agreement).
B. Since the signing of the Stability Agreement, the Company has invested US$4 5 million on infill drilling,
assessment and the preparation of a bankable feasibility study, and made progress in the development of the
0. Following the review of the feasibility study, the Company has decided to increase its investment during the
first five years of the Project from US$1 Smillion to US$25 million and to increase its total investment into the
Project from US$20 million to US$40 million.
IT IS AGREED
Now, therefore, to reflect the increase in the projected investment in the Stability Agreement and to clarify certain
provisions of the Stability Agreement, the Company and the Minister have agreed to make the following amendments to
the Stability Agreement:
1, The words "...fifteen (15) million US dollars" in Article 2.1 and 4.2 of the Stability Agreement shall be changed to
"twenty-five (25) million US dollars".
The words" until July A 2008 for ten (10) years" in Article 3.1 of the Stability Agreement sin-mil he changed to
" until July 7. 2013 for fifteen (15) years".
Replace Hie investment schedule in Article 4 3 of the Stability Agreement with -ne follow eg
Date Amount of Money In Monetary Form 1 In Other Forms
-1onth/Year (thousand USD)
July 1999 1 000 :,-0 500
July 2000 5.000 - 2 J JO 2 uCO
July 2001 15,000 1 5 o00 ■O.ijijO
July 2002 2.000 : 1 ■Mi) ! 000
July 2000 'TOCO : -:uo 1 JuO
CUi 'viHC In it 25.000 j mu i UL5G0
■nulling oh mg.,s re me second nmmmreer. )Uic:e 2 r м; ; • imir ,• u j mn mi :,n ,h-
5. Add the following at the end of Article 2.2 of the Stability Agreement.:
"The Minister confirms that the Company may offset any VAT payable against any other taxes as prw/Ged for
in Article 11 of trie Value Added Tax Law of Mongolia".
6. Add the following at the end of Article 2.3;
"The Minister confirms that the Company will be entitled to freely expod geld for the duration of the Project. '
7. Add tiie following phrase at the end of Article 2.4:
", being 2.5% of the sales value of minerals,"
3. Add a new Article 2.7 which reads as follows:
"No property, licenses, titles or interest of the Company or its contractors used on or in relation to the Project
shall be subject to nationalisation, compulsory acquisition or illegal confiscation by the Government of
9. Add a new Article 2.8 which reads as follows:
'2.8 The Minister confirms that the Company shall be liable only for the taxes of general application in tome us
at the date of this Agreement (at the rates specified in this Agreement, or where not specified, as applicable at
the date of this Agreement), and will be subject to the terms of the legislative regime which applied in Mongolia
at the date of this Agreement. If any law or regulation is passed in Mongolia subsequent ю the date of this
Agreement, which establishes a more beneficial regime for the Company, the Company may apply to have the
benefit of that law by submitting a written application to the Minister.
10. Add the following at the end of Article 4.5:
"It shall satisfy the purposes of this Article if the Company deposits into such an account on a monthly ha ris
the funds sufficient to cover the Company's projected fiscal obligations to the Government of Mongolia for me
particular month, including payment of royalty and all forms of taxes in accordance with the relevant provisi» ms
of this Agreement. . For the avoidance of doubt, the Company may whim .all other proceeds in .in offshore
bank and may freely dispose of those proceeds".
11. Add the followiuq at the end of Aitide 5.3:
"However, the Minister shall notify the Company in writing oi such a non performnice si mcL and i- w
Company shall have 120 days from receipt of the notification r<; remedy such a non m ince m bmach
t he Minster shall not unilatetnlly tei ruinate this Agreement if
cat such a non-pe; formal we or breach has been wmeumcl no Cm-n ; , n w
minister during the MO day peiiod, oi
‘Oi me Company has tendered to the Government or M r v.i нтптп!/ md ■.
woe to the satisfaction of the Minuter, it mi. h o .wc v '' n w ■
muoailed duung the ; -a.)-day ueuod.
%m ■ nly bn nofies "weby ogre ■mil
;n on. e njin'• mf to (he < . envoi>tion
purposes o* Article 25(2)(b) oi the ICSID Convention, it is agreed that the Company shall be treated as a
An award or decision, including an interim award or decision, in such arbitration proceedings shaii be binding
on the parties and the judgment thereon may be entered in any court having jurisdiction tor that purpose.
For the purposes of this Article, a dispute means any dispute, controversy or claim misma out ot or relating to
Ihe Stability Agreement (as amended), the Project or the breach or validity thereof which trie parties ore
unable to resolve by mutual agreement."
Id. Add the following as Article 6.2:
"6.2 This Agreement shall be governed by the laws of Mongolia, including its rules on the conflict of laws, and
such rules of International law as may be applicable.
14. Renumber the current Article 6.2 to be Article 6 3, and add the following at the end of that Article.
"In case of a dispute relating to the interpretation of the Stability Agreement (as amended), the English text
This Agreement is made a part of the Stability Agreement and shall be read in conjunction with it.
Tba s Agreement is made effective on the ..... day of . _ 2000, rn IJlaanbaabar. Mongolia, in botn -h
tvloi .golian and English language. (j
ON BEHALF OF THE ON BEHALF OF THE
GOVERNMENT OF BOROO GOLD COMPANY LIMITED