Мэдэгдэл: Тус агуулгыг гэрээний PDF хувилбараас текст ялган таних аргаар боловсруулсан тул эх хувиас ялгаатай байж болно. Дэлгэрэнгүй


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

(10) years.

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

o l

1 r

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





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.


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

British national.

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

shall pievail."

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