This Deed of Agreement is made this 19th day of february 2008 BETWEEN the Official Liquidator of Bonte Gold Mines Limited, Joseph Kofi Harlley of Registrar General's Department, Victoriaborg, Post Office Box 118, Accra (hereinafter called the...
Exhibit 99.7
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This Deed of Agreement is made this 19th day of february 2008 BETWEEN the Official
Liquidator of Bonte Gold Mines Limited, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ of Registrar General's
Department, Victoriaborg, Post Office Box 118, Accra (hereinafter called the "Assignor"
which expression shall where the context so requires or admits include his successors
and assigns) of the one part AND ▇▇▇▇▇▇ Resources (Ghana) Limited, acting by ▇▇▇▇▇▇
▇. (▇▇▇) ▇▇▇▇▇ of ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Area, Post Office Box
CT6153, Accra, (hereinafter called "the Assignee" which expression shall where the
context so admits or require include its successors and assigns) of the other part.
WHEREAS A. The Government of the Republic of Ghana (the "Government") granted a ihirty-
year mining lease in March 1990 and registered as No. LVB 1557/90 (the "▇▇▇▇
mining Lease") to ▇▇▇▇ River Development Company Limited to conduct mining
operations at the Bonte/▇▇▇▇ Area covering an area of 52.75 sq. km and more
particularly described in the ▇▇▇▇ Mining Lease as attached hereto as Appendix A
B. The ▇▇▇▇ Mining Lease was in 1997 assigned to ▇▇▇▇ Gold Mining Limited by ▇▇▇▇
River Development Company Limited with the approval of the Minister of Mines. C. ▇▇▇▇
River Development Company Limited and ▇▇▇▇ Mining Company Limited were wholly owned subsidiaries
of Akrokeri Ashanti Goldmines Inc; also the parent company of Bonte Gold mines Limited. D. On the
application of its majority shareholder, Akrokeri-Ashanti Gold Mines inc., the High Court presided
over by Her Lordship ▇▇▇▇▇▇▇ ▇▇▇▇▇ on 25 March 2004 placed Bonte Gold Mines Limited into official
liquidation. E. Pursuant to Section 7 of the Bodies Corporate (Official Liquidation) Act, 1963
(Act 180), the Registrar of Companies, was appointed as Official Liquidator for the orderly winding up
of Bonte Gold Mines Limited. F. The ▇▇▇▇ Concession was abandoned by ▇▇▇▇ Gold mining Limited, a subsidiary
of Altrokeri-▇▇▇▇▇▇▇ Gold Mines Inc. G. Upon ▇▇▇▇ Gold Mining Limited abandoning the ▇▇▇▇ Concession,
the minister of Lands, Forestry and mines granted the Assignor the right to effect this assignment
in order that the environmental degradation caused on the 1
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Concessions held by the subsidiaries of Akrokeri-Ashanti Gold Mines Inc may be remedied G. The Assignee
has offered to acquire the unexpired residue of the mining lease from the Assignor and the Assignor has agreed
to grant the Assignee the sole and exclusive right to acquire same by way of assignment upon and subject to the
following terms and conditions. 1. DEFINITIONS AND INTERPRETATIONS (a) "Approval" means the
Minister's approval. (b) "Area of interest" means the area as set out and described in the schedule to this
agreement. (c) "▇▇▇▇ Mining Lease" means the mining lease granted by the Government to ▇▇▇▇ River
Development Company Limited on 22 March 1990 and assigned to ▇▇▇▇ Gold Mining Limited in 1997 and
attached to this agreement as appendix A. (d) "Government" means the Government of the Republic of Ghana.
(e) "Law" means any constitution, law, statute, decree, rule, regulation, judicial act or decision, judgment, order,
proclamation, directive, executive order or sovereign act of the Government that regulates, controls or relates to
mining operations or activities in Ghana. (f) "Mining Assets" means the mining lease and concession together
with the immovable assets ceded, assigned or made available by the Official Liquidator that are located on the
area as set out and described in the schedule to this agreement. (g) "Minister" means the Minister of Lands,
Forestry and Mines. (h) "Parties" means the Official Liquidator and ▇▇▇▇▇▇ Resources (Ghana) Limited. 2
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(j) "Production Royalty" means the net smelter returns royally defined by the applicable
mining law of Ghana. INTERPRETATIONS in this agreement: a) the Index and the headings
to the clauses shall be deemed to have been included for purposes of convenience only
and shall not govern the interpretation hereof; b) unless the context indicates otherwise, a
reference to: i) the singular shall be deemed to include a reference to the plural and vice
versa; ii) any one gender shall be deemed to Include a reference to the other two genders;
iii) a natural person shall be deemed to include a reference to a body corporate. NOW
therefore the PARTIES HERETO AGREE AS FOLLOWS: 2. SCOPE AnD DURATION OF THE
AGREEMENT 2.1 this agreement shall comprise: a) the assignment of the rights under ▇▇▇▇
Mining Lease to the Assignee. b) the cession to the Assignee of the mining Assets for its
mining operations on the following basis: i) the assumption by the assignee of the
responsibility for the operation of Assignor's existing ▇▇▇▇ mining Lease from the effective
date. ii) the ▇▇▇▇ mining lease shall form part of this agreement and the terms and
conditions contained therein shall apply mutatis. 3
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mutandis to this agreement provided that if any provision contained in this agreement
conflicts with any provision contained within the ▇▇▇▇ Mining Lease, the provisions of the ▇▇▇▇
Mining Lease shall prevail or govern; and 3. CONSIDERATION 3.1 As consideration for this
assignment the Assignee shall pay fifty thousand United States Dollars (US$ 50,000.00) to the
Minerals Commission and fifty thousand United States Dollars (US$ 50,000.00) to the Assignor.
4. DEVELOPMENT PLAN FOR ▇▇▇▇ CATCHMENT AREA 4.1 The Assignee undertakes to develop
the ▇▇▇▇ Catchment Area as contained in the Development Plan to be submitted to the
Assignor and the Minerals Commission. 4.2 The Assignor may terminate this agreement in the
event that the Assignee fails to comply with its obligations under the immediate preceding
provision. 5. PRODUCTION ROYALTY 5.1 The Production Royalty will become payable on the
▇▇▇▇ Mining Lease upon the commencement of Commercial Production in respect of the lease.
Each calendar quarter, the Assignee shall be obliged to pay and the Assignor shall be entitled to receive a Production Royalty equal to zero point five percent (0.5%) of the total revenue of
minerals obtained from its mining operations. 5.2 Within 60 days after the end of the first full
Calendar Quarter in which the Production Royalty is payable and each Calendar Quarter
thereafter the Assignee shall: (a) pay or cause to be paid to the Assignor an amount equal to
the Production Royalty to which the Assignor is entitled hereunder; and (b) deliver lo the
Assignor a statement from the refiner of the gold produced from the mine which produces
gold from the ▇▇▇▇ Mining Lease (the "Mine") confirming the total number of ounces of gold
from the Mine. 4
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5.3 Adjustments and Verification a) Payment of the Production Royalty by the Assignee shall
not prejudice the right of the Assignee to adjust any statement supporting the payment;
provided. however, that all statements presented to the Assignor by tile Assignee for any
Calendar Quarter shall conclusively be presumed to be true and correct upon the expiration of
12 months following the end of the Calendar Quarter to which the statement relates, unless
within that 12-month period the Assignee gives notice to the Assignor claiming an adjustment
to the statement which will be reflected in subsequent payment of the Production Royalty to
the Assignor. b) The Assignee shall not adjust any statement in favor of itself more than 12
months following the end of the Calendar Quarter to which the Statement relates. c) ThE
Assignor shall, upon 30 days' advance notice to the Assignee, have the right to request that
the Assignee have its independent external auditors provide their audit certificate for the
statement or adjusted statement, as it may relate to the agreement and the calculation of
the Production Royalty. d) The cost of the audit certificate shall be solely for the Assignor's
account unless the audit certificate discloses material error in the calculation of the Production
Royalty, in which case the assignee shall reimburse the Assignor the cost of the audit
certificate. without limiting the generality of the foregoing, a discrepancy of at least one
percent in the calculation of the Production Royalty shall be deemed to be the threshoId for
what constitutes a material error. 6. ENVIROnmENTAL AND OTHER Obligations 6.1 The
Assignee shall be responsible for any environmental requirements under the laws of Ghana
arising out of its operations from the effective date of this agreement including (without
limitation) the posting of a reclamation bond. 5
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6.2 Subject to the provisions of this Agreement the Assignor indemnifies and holds
the Assignee harmless against all liabilities arising out of the operations on the ▇▇▇▇
mining Lease prior to this assignment. 6.3 The provisions of the immediately
preceding Sub-paragraph shall not be construed to relieve the ASSignee of its
obligation to develpc the ▇▇▇▇ Catchment Area as provided for under paragraph 4.1
of this agreement. 6.4 The Assignee undertakes to include plans for the
remediation of the existing environmental disturbance created at the ▇▇▇▇
catchment Area In its mining plan when submitted to Government 6.4 The
Assignee shall not conduct small-scale mining operations 6.5 The Assignee shall
comply with the work programme as approved by the minerals Commission.
7. APPLICABLE LAW 7.1 The validity, interpretation and performance of this
agreemenlt shall be governed by the laws of the Republic of Ghana and the
Assignee shall at all times be subject to any restrictions that may be required by
any law in Ghana or by any regulatory authority. 8. ARBITRATION 8.1 Any dispute,
controversy or claim arising under, out of, or relating to this contract and any
subsequent amendments of this contract, including, without limitation, its
formation, validity, binding effect, interpretation, performance, breach or
termination, as well as non-contractual claims, shall be referred to and finally
determined by arbitration in accordance with the provisions of the Arbitration Act,
196,. Act 38. The arbitral tribunal shall consist of three arbitrators. Each party shall
appoint one arbitrator and the third arbitrator who shall be the chairman, shall be
appointed by both parties. The place of arbitration shall be Accra. The language to
be used in the arbitral proceedings shall be English. The dispute, controversy or
claim shall be decided in accordance with the laws of Ghana. 8.2 This clause shall
not preclude any party from obtaining interim relief on an urgent basis from a
court of competent jurisdiction pending the decision of the arbitrator. 6
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9. Notices 9.1 All notices, consents, demands or communication intended for any
party pursuant to this agreement shall be made in writing and shall if: a) delivered
by hand be deemed to have been duly received by the addressee on the date of
delivery: b) posted by prepaid registered post be deemed to have been received
by the addressee on the 14th (fourteenth) day following the date of such posting;
and i) transmitted by facsimile shall be deemed to have been received by the
addressee 24 hours after the date and time contained in the facsimile
confirmation receipt. 9.2 Notwithstanding anything to the contrary contained in
this agreement, a written notice or communication actually received by one of the
parties from another including by way of facsimile transmission shall be adequate
written notice or communication to such party. 9.3 The parties choose the
following addresses as their respective addresses for all purposes hereof: 1. The
Official Liquidator Bonte Gold mines Limited in Official Liquidation Registrar
General's Department P. O. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇. The managing director ▇▇▇▇▇▇
Resources (Ghana) Limited Physical Address: #▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. Airport Residential Area. Accra ▇▇▇▇▇▇ ▇▇▇▇▇▇▇: ▇ ▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇. Fax ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇. 7
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10. CONFIDENTIALITY 10.1 The Parties agree that the terms and
conditions of this Agreement and confidential and shall not be divulged
to any person not a Party to this Agreement without the consent of the
other Party except as may be required by law, or to a proposed bona fide
transferee or bona fide financier on a confidential basis. 11.Severability
11.1 If any provision of this Agreement is or shall become illegal, invalid
or unenforceable, in whole or in part, the remaining provisions shall
nevertheless be and remain valid and subsisting and the said remaining
provisions shall be construed as if this agreement had been executed
without the illegal, invalid or unenforceable portion. IN WITNESS
WHEREOF, the Parties have signed this Agreement, through their
respective duly authorized representatives, on the day, month and year indicated below. Signed in 8 originals on the 19th day of February, 2008 Signed by: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ for and on behalf of the Assignor herein in the presence of (signature of witness) (full name & address of witness) 8
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Signed by. ▇▇▇▇▇▇ ▇. (▇▇▇) ▇▇▇▇▇ for and on behalf of the Assignee herein in the presence of (signature of witness) (full name & address of witness)
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