Ann: Strategic Partnership Agreement and MOU with MCC, page-55

the signing of the Announcement 31 May 2021, all but guarantees that the Mining Licence will be awarded to Canyon

Announcement
31 May 2021

Canyon signs key agreement with the
Government of Cameroon regarding the Minim
Martap Project
Highlights
▪ Canyon has executed an agreement with the State of Cameroon titled a Cahier de Charges, or
Specifications Agreement (“Agreement”), which will help facilitate the negotiation of a Mining
Convention.
▪ The Agreement specifies some key obligations of Canyon and the State with respect to the
Minim Martap Project and the relationship between the parties.
▪ Highlights of the Agreement include:
- Stability of legal, fiscal, customs and exchange regulations.
- A dispute resolution pathway, which if required will utilise International Centre for the
Settlement of Investment Disputes (ICSID) international arbitration.
- A right to enforce Force Majeure
▪ The specifications within the Agreement will remain in force until the signing of a Mining
Convention, with some stability clauses from the Agreement continuing throughout the mining
phase.
▪ The Agreement provides certainty of Canyon’s position during the phase of negotiating the
Mining Convention.
Canyon Resources Limited (ASX: CAY) (“Canyon” or “the Company”) is pleased to announce that it
has executed a Cahier de Charges, with the State of Cameroon (“Agreement”), in relation to the
development of the Company’s Minim Martap Project (“Project”).
The Agreement was initially proposed by the Ministry of Mines in Cameroon and following
negotiation over a number of key points, the Agreement was executed with the Company and the
Minister of Mines in Yaounde Cameroon on 17 May 2021.
The Agreement confirms Canyon’s major obligations and rights in relation to the Project exploration
permits and stabilises the Company’s position in relation to the Project until the completion of the
Mining Convention for the Minim Martap Project. A Mining Convention is the definitive agreement
between Canyon and the State of Cameroon regarding all the key rights and obligations for the
development of the Project, including the taxation, legal, fiscal, social and environmental obligations
of the Project.
Canyon’s Managing Director, Mr Phillip Gallagher said: “We are very pleased to have executed the
Cahier de Charges with the State of Cameroon. This agreement gives us the confidence of the
Canyon signs key agreement with the Government of Cameroon regarding the Minim Martap Project
Canyon Resources Limited Page 2 of 6
positive intentions of the Government of Cameroon and provides security and clarity as the
Company takes the Minim Martap Project to the next phase.”


Key terms within the Agreement:
▪ Confirmation of the rights and obligations of the Minim Martap, Makan and Ngaoundal
exploration permits regarding the financial commitments, work requirements and reporting
requirements etc. All the requirements are consistent with the Cameroon Mining Code and the
obligations within the permit granting documents.
▪ Stability of legal regime during the exploration phase until the signing of the Mining Convention
and stability of the fiscal, customs and foreign exchange regulations during the exploration and
exploitation phases in relation to the Project and Canyon’s work on the Project.
▪ A commitment by Canyon to present one or more technical and financial partners to the State
of Cameroon prior to the execution of the Mining Convention.
▪ An agreement between Canyon and the State of Cameroon to negotiate an agreed amount as a
payment to the State for the value of the previous studies completed on the Project, which
payment will be subject to the creation of a law to enable Canyon to make that payment. The
amount and terms of the payment are to be included in the Mining Convention.
▪ Both parties have the right to call Force Majeure and claim extended time to fulfill obligations,
if required.
▪ The parties have agreed that if a dispute cannot be solved amicably, the parties will refer the
dispute to the International Centre for the Settlement of Investment Disputes (ICSID