Exhibit 10.13
EXECUTION COPY
SPECIAL MINING LEASE NO.
165
THE MINING REGULATIONS,
1947
SPECIAL MINING LEASE NO.
165
This SPECIAL
MINING LEASE is granted to St. Ann Bauxite Limited of 21
East Street, Kingston (hereinafter called the “Lessee”)
for the purposes of mining bauxite, in, under or upon approximately
one hundred seventy-seven point three three (177.33) square
kilometres (17,733 hectares) of land in the Parish of St. Ann as
the same is delineated in red on the plan annexed hereto as
Exhibit A1 and in, under or upon such other lands as may be
included in this Special Mining Lease pursuant to the under noted
Special Conditions for a term of twenty-six (26) years
commencing on the first day of October, 2004, subject to the
provisions of the Mining Act now in force and of the Regulations
made thereunder now in force save as hereinafter negatived, varied
or modified, as well as to any Regulations which may come into
force during the continuance of this Special Mining Lease and
relating to the safe working of the mines or to the health or
welfare of the persons employed therein and subject also to the
under noted Special Conditions.
1. It is
hereby agreed and declared that it is the intention of this Special
Mining Lease that the lands which are from time to time the subject
matter of this Special Mining Lease shall contain the estimated
tonnage of mineable bauxite necessary to meet the bauxite
requirements from time to time of the Lessee at the present
production capacity of 4,500,000 dry metric tons per annum for
twenty-six (26) years (hereinafter called the “Bauxite
Reserves”).
2. The Lessee
and the Commissioner of Mines (which for purposes of this Special
Mining Lease shall include his duly authorised agent) shall, at
intervals of five (5) years from the date of the commencement
of this Special Mining Lease, review the estimates of the amount
of
reserves of
mineable bauxite contained in the lands included in this Special
Mining Lease and shall at the same time review the estimates of the
amount of bauxite needed to meet the above requirements of the
Lessee for the balance of the period of this Special Mining Lease.
The purpose of the said reviews shall be to determine whether the
amount of mineable bauxite reserves estimated to be remaining in
the lands which at the time of the said reviews are included in
this Special Mining Lease are more or less than the amount needed
to meet the said bauxite requirements of the Lessee for the balance
of the period of this Special Mining Lease.
In the event that
the said reviews result in a determination by the Commissioner of
Mines and the Lessee that more mineable bauxite reserves are
contained in the said lands as aforesaid than are needed to meet
the said requirements, then the Lessee will surrender and the
Minister will accept the surrender of such portions of the said
lands as contain an amount of bauxite estimated to be approximately
equivalent to the difference between the amount of mineable bauxite
reserves estimated to be remaining in the lands which at the time
of the said reviews are included in this Special Mining Lease
immediately prior to such surrender and such reserves which are
needed to meet the said requirements of the Lessee for the balance
of the period of this Special Mining Lease. Subject to any Mining
Plan submitted by the Lessee pursuant to clause 4 of these Special
Conditions, the lands first to be surrendered shall be from the
lands contained in Section No. 11 on the Plan annexed
hereto and thereafter in inverse progression.
In the event that
the said reviews result in a determination by the Commissioner of
Mines and the Lessee that less mineable bauxite reserves are
contained in the said lands as aforesaid than are needed to meet
the said requirements, then the Minister will grant the Lessee a
new Special Mining Lease on the same terms and conditions as, and
to expire on the expiration date of, this Special Mining Lease, for
the purpose of mining bauxite in, under or upon such
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additional
lands as contain an amount of bauxite estimated to be approximately
equivalent to the difference between the amount of mineable bauxite
reserves which are needed to meet the said requirements of the
Lessee for the balance of the period of this Special Mining Lease
and the amount of such reserves which are estimated to be remaining
in the lands which at the time of the said reviews are included in
this Special Mining Lease immediately prior to the grant of the new
Special Mining Lease. Subject to any Mining Plan submitted by the
Lessee pursuant to clause 4 of the Special Conditions and to
Section 3.01(c) of the Establishment Agreement dated the date
of this Special Mining Lease, between the Government of Jamaica and
St. Ann Bauxite Limited (hereinafter called the
“Establishment Agreement”, the additional lands first
to be included in any new Special Mining Lease shall be
—
(a) the
lands surrendered by the Lessee after any previous five year
review, if available, in inverse order of surrender; and
thereafter
(b) lands
contained in Section 12 of the plan annexed hereto as
Exhibit A2; and thereafter
(c) lands
contained in Section 13 of the plan annexed hereto as
Exhibit A2; and thereafter
(d) lands
reasonably contiguous and accessible to the lands contained in this
Special Mining Lease.
3. The Lessee
will appoint ST. ANN JAMAICA BAUXITE PARTNERS, a Partnership formed
under the Laws of Jamaica and having as Partners the Lessee and
Jamaica Bauxite Mining Limited of 36 Trafalgar Road, Kingston 10, a
company wholly owned by the Government of Jamaica, as its agent for
the purposes of Section 36(3) of the Mining Act to mine the
bauxite under this Special Mining Lease on its behalf and to carry
out and perform certain
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mining
operations to be agreed from time to time between the Lessee and
the said Partnership. Such appointment and such agent shall be
irrevocably deemed to be accepted and permitted for the purposes of
Section 36(3) of the Mining Act.
4. Within
thirty (30) days of the date hereof, the Lessee shall submit
to the Commissioner of Mines for review and approval a Mining Plan
in respect of areas contained within this Special Mining Lease on
which the Lessee plans to conduct its mining operations during the
five-year period commencing on the date of this Special Mining
Lease. On each anniversary date of this Special Mining Lease the
Lessee shall submit to the Commissioner of Mines an updated mining
plan for its mining operations covering for the five years next
succeeding the date of submission. In each Mining Plan the Lessee
shall designate on maps and by description mining and support areas
needed during such period and shall include the location of
passageways, ore bodies within statutory limits of private
structures, other facilities required in connection with the
Lessee’s mining operations and plans for restoration. The
Lessee shall promptly advise the Commissioner of Mines of any
material changes in its Mining Plan.
In addition to the
foregoing, the Lessee shall on each five-year anniversary of the
date of this Special Mining Lease submit to the Commissioner of
Mines a general forecast of the lands which may be required by the
Lessee for its mining operations during the succeeding twenty-year
period.
5. The Lessee
shall maintain detailed records of all prospecting carried out
within the Special Mining Lease area and together with each report
submitted under Regulation 37(1)(ii) of the Mining
Regulations, 1947 shall furnish the Commissioner of Mines with the
following in the format specified from time to time:
(a) drilling
assay data resulting from prospecting and development
drilling;
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(b) maps
showing the location and depth of holes drilled and sample
intervals; and
(c) representative
samples of all such drill cores taken from ore bodies which have
not yet been mined out.
6. Notwithstanding
the provisions of Section 41 of the Mining Act or of any
Regulations made thereunder and of clause 2 hereof, the Lessee may
at any time and without the payment of any fee surrender this
Special Mining Lease either in whole or in part in respect of
—
(a) any
lands which have been mined out and restored in accordance with the
Mining Regulations or for purposes approved by the Commissioner of
Mines; or
(b) any
lands which the Government has advised the Lessee that it will not
make available to the Lessee or has failed to make available to the
Lessee pursuant to the terms of the Establishment Agreement and any
lands which the Government elects in the national interest of
Jamai
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