The Sierra Leone Mines and Minerals Development and Management Corporation Act, no. 22 of 2023

3. BoardofCorporatiori.

4. Tenure ofmembers.

5. Meetings of Board.

6. Disclosure of interest.

7. Immuni$ofmembers.

8. CommiueesofBoard"

9. FunctionsofBoard"

10. Rernmerationofmembers-

1I. Decisions ofBoard.

12. Validity of proceedings" tr PART III - OBJECTSAND FUNCTIONS OF TT# CORPORA,TION.

13. Object ofCorporation.

14. Functions of Corporation.

15. Projectcompany.

16. Cooperation with other government agencies.

17. Reservation and allocation of mineral assets. PART TV-ADMIMSTRATWE PROVISIONS

18. ExecutiveDirector.

19. Duties ofExecutive Director" n. Other staff PARI V-FINANCIAL PROVISIONS

21. Funds ofCorporation. D- Borrowing powers of Corporation. B. Power to open and operate bank accounts.

24. Estimates of income and expenditure.

25. Applicarion of Corporation fiurds.

26. Declaration ofearnings. n. FinancialyearofCorporation.

28. Accounts. D. Audit.

30. Annual and other reports. PA.RT YI - MISCELLANEOUS

31. Regulations. DR..IULN]S MAADA BIO, Presidenl (} n*o.22 2$23 Sierra Leone Short title. THE STERRA LEONE MINES AND MIN}iRA.LS DEVT,I.ffPMENT' ANN MANAGEMENT COITP()R'\'tr'I{ }I{ AcT.2023 Beine an Act to prrrvide forthe establishment of tbe Sierra Leone Miues and Minerals Developntent atrrl Illanagement Corporatii,n which shrrll carry out, through a prroit'ct {:ompanyt minerals and mining devctopment' managemr:nt anrJ relatcd asgociated activities on bchalf of the Republic of Sierra Leonr', in y''ct or:rn]' acr:ordance u'ith the I1!ines and Minerals Developmeitt other Act, to provittc for the promotion and f*c'ilitatioq of stat* pa rticipation and investnnent in mines:rnd miner;rls dev'eloprnent and to provide forrither t"elated matters. Ii Datc r.lf (x)mlTlencenlent ENecreo by the President and lvlemhers of f'arliament in this present Parliarneni assembled. I No.22 The Siena Leone Mines and Minerals Develoltment and Management Corporation Act 202-1 Interpretation. PARTI--PRELIMINARY "Board" rneans the Board of the Corporation estiiblished under section 3; "Cbairman" means the Ctrairman ofthe Boaril: "Corporation" means Sierra Leone NIines and Minerals Development and Management Corporation established under section 2; "Minister" means the 14inister responsible for finance; "Project Compa-ny" means a company incorporatecl under the Cornpanies Act, which shall be r,r,holly owned by the Corporation referred to in section 15. "state" means the Republic of Sierra Leone. PART II.THE SIERRALEONE MINES AND MII.iER,AJ,S DEVELOPMENTAND MANAGEMENT CORPORATION. Flstablishmenr 2" (l) There is hereby esratrlishecl a body to be knovrn as of Sierra the Sierra Leone Ivlines and Minerals f)evelopment and lvlanagement Leone Mines and Mirrerals Corporation, which shall he a body corporate having perpetual Deve lopment succession, a common seal, Ir,finerals and capable of acquiring, and Management holding and disposing of property, whether movabreorimnrovaLrre. Corpor'ation. and of suing and being srred in its corporate name arrd, subjcct to this Act, of performing all such acts as bodies corporate rlay b-v law pcrform. Iio 22 The Sierra Leone h{ines and L{inerals Development 2023 Act and fuIonagenrent C.orporation the usc of (2) The Corporation shall have a conrmon seal' of- rvhich shali be authenticated by the signature (a) the Chairman or other member of the Board specially by authorised either generally or the Board in that behalf; and (b) *re Executive l)irector ol some other person behalf' authorised by the Board in that be. a ss6t6 61

3. (1) The goveming body of the Corporation-shall BrrarriwhichshallberesponsibleforthesupervisionoftheCorporation CorPoration- Chainnan who shall be Q) The Board shall consist of arepresentative' not below or his the Minister rcsporrsible tbr finance therankofaDrrectorarrdthefollowingothernrembers. (a) the Minister responsible for mineral not below dcvelopment or his representative' the rank of a Director; (b) the Attomey General and Minister of Justice the rank ofa or his representative, not below f)irector; (c) the Minister responsible for the environment rank ofa or his representative, not below the Director; (d) the Minister responsible for lands or hisa representative, not below the rank of Director; 4 No.22 'the Sierra Leone Mines and Minerals Development ond Managenrcnt Corporutiotr Act 2e'23 (e) rhe Governor of the Bank of Sierra Leone or his represenlative, not below the rank ,rfla Direcror; (D 3 ernir:entpersonsofgoodreputeandproven integrify, appointed by the president. (3) 'fhe Executive Director shall be the Secretary to the Board and shall not have the right to vote. Tenurc ol mcrtbers. 4 (l) A person shall cease to be a member ofthe Boarcl on any of the following groun.is- (a) if he is removed from ollice; (b) for his inability ro perform the ftrnctions of his office by reason of infirrnity of mincl or body; (c) for proven misconduct; (d) if he becomes banloupt or insolveni; (e) if he is convicted an,J sentencetl for an of{bnce involving fraud or distiorresty; (0 ifhc tails to a&end 3 consecutive meetings of the Board wiihout reasonable cause; G) if he resigns his office. @ A member r:rf the Board, other than an ex_offir:io rnernber shall hokl office for 3 years be eligible for term of 3 years"nJ.tull reappointment fbr-a further only. . 5 Development No.22 The Sierra I'eone Mines and Minerak CorPoratton Act 2023 and Marwgement Meetings of

5. (l) The Board shall meet for the discharge of its business may Board. at such time as the Chairman at least once every 2 months and determine. of the (2) The Chairman shall preside at every meeting Board. (3) Aminimum of5 members ofthe Boardmay' bynotice the Chairman to summon a special in writing signed by thenr, request be stated in the rr""iiogit tt " Board for such purposes as may notice. (4) The Chairman shall summon a specialmeetingwithin (3)' S days oftris receipt ofthe notice referred to in subsection (, The quorum at any meeting of the Board shall be 5' (O The Chairman shall have a casting vote where there is an equalitY of votes' to (7) A proposal circulated among members and agreed of all members shall be ofthe same in writing by a turo-thirds majority at a duly constituted meeting of force or effect as a aecision made the'minutes of the next the Board and shall be incorporated in succeeding meeting of the Board: that such proposal to be placed Provided that' if a member requires not apply to Lfor" a meeting of the Boar4 this subsection shall such ProPosal. (S) The Board may co-opt any person to attend and but such person shall participatain its deliberations on any maitter by the Board' not vote on any issue for the decision 6 No 22 The Sierra Leone Mines and Minerals Development ard Managenent Corporation Act 2023 (9) The Board shall cause minutes of all its meetings to be taken and signed by the Clmirman and the Secretary and kept in proper form. (10) Subject to this Act, the Board shall regulate its own procedt"ue. Disctosure 6. (1) A member of the Board who has an interest, whether of interest. direct or indirect in a matter being considered or to be considered by the Board, shall disclose the nature of his interest to the Board and the disclosure shall be recorded in the minutes of the Board and such member shall not take part in any deliberation or decision of the Board relating to that matter. @ A member ofthe Board who contravenes subsection (l) shall be guilty of misconduct and shall be removed &orn the Board. Immunity of 7. tl) An action or other proceedings shall not lie or be members. instituted against a member ofthe Board or member ofa committee ofthe Board for or in respect of an act or thing done or omitted to be done in good faith in the exercise of his functions under this Act" (2) A member of the Board shall not be personally liable for a debt or obligation of the Coqporation. Committees of Board.

8. (l) The Board may, for the discharge of its fimctions, appoint ono or more committees consisting of members of the Ageucy or non- members or troth to perform such functions and to repoit to the Board as the Boaid may deterryine. (2) A commitee ofthe Board appointed under subsection (l) may, subject fo the direction ofthe Board - :4; t. 7 Development No.22 The Sterra kone Mines andMfuerals Corporation Act 2023 and Management on any G) inquire into and advise the Board of the matter concerning the functions CorPoration; (b) exercise the powers or perform a function of theSoard' of g. (1) Subject to this Act' the Board shall have supervision Functions Boatd' the sound and proper of the CorporatiorS inctuaing overseeing financial management of the Corporation' ofthe Board to provide 8) It shall be the responsibility as will ensure the efficient such policy guidance and advice enhance the i-pf"."*trJn ofthe functions of the Corporation and overall performance of the Corporation' l0.Thenon.SatautoryMembersoftheBoardarrdanyoth€fp6mutreradgn personco-opteduya"eo*aundersubsection(8)ofsection5ofmernbers. fees and allowances approved by shall be paid such remuneratior; by the corporation for expenses the Board and shall be reimbmsed incurredinconnectionwiththedischargeoftheirfunctions. Decisions

11. (l) DecisionsatameetingoftheBoardshallbebysimple of Board' majority of the votes of the members there is present and where - at&e meeting the Chairman ortheperson presiding "q*firy.f "rtes, shall have a casting vote' Board yitfroy a 8) A decision may be made bybYthevideo conferencing ptrysicat meeting ofthe members ofttre Boar4 teleconferencingorotherelectronicmeansthatensrresprticipation by all members ofthe Board' ' (3) A decision reached by the Board shall be binding on allmembers. 8 No.22 The Sierra l^eone Mines and Minerals Development ond Management Corporation Aet 2023 Validity of proceedings.

12. The validity of a proceeding of the Board shall not be affected by a vacancy amongst the members or a defect in the appoinfinent of a member. PARTIII.OBJECTS A}.ID F{.INCTIONS OF TI{E CORPORAflON. Object of Corporation.

13. The object ofthe Corporation is to carry ou! through a project company, minerals and mining developmen! management and related and associated activities on behalf of the Republic of Sierra Leone, in accordance with the Mines and Minerals DevelopmentAct or any otherAct. Functions of 14. (l) For the purposes of attaining the objed of the Corporation. Corporation under section l3 the Corporation may- (a) establish and maintain, in accordance with the laws of Sierra Leone, a project company or other legal entify, including partnerships and limited liability companies, that is organised oroperated forthe profitor be,nefit of its shareholders or other owners; (b) hold, directly or gr16'rgh a project company, shares or interest in an undertaking, enterprise or project associated with &e prospecting,explorafion, 6ining of minerals and any other related and associated activities in or outside the Repubtic of Sierra kone; (c) appoint a person or corporate body to act on behalf of the Corporation as Director of or in ' any other capacity in relation to an enterprise 9 Development No.22 The Sienalzone Mines andMinerals Corporation Act 2023 and Management has or undertaking in which the Corporation an interest; (d) through a project company' to hold and manage state participation interest undT TIy Hcence, lease, mining agreements' mmmg ventures or projects in which the Republic of Sierra Leone is entitled to participate under the Mines and Minerals DevelopmentAct or anY other Act; (e) zubject tothe laws of Sierra Leone' promote' finance or guarantee the financing oftbe operations of the project company and associated companies; (g undertake research and propose new mining ventures locally and internationally to the RePublic of S ierra l-eone ; G) enter into any contracts, agreements' memorandum of understanding in fin&erance ofthe objects ofthe CorPoration; (h) carry out any other function that is relate4 connected or conducive to the object ard functions- of the CorPoration' (2) In dre performance of its f,rnctions under subsection (t), the Corporation shall followthe Governme'nt policy' . (3) For the purposes of subsection (2)' the Minister may regarding the give policy directives, in writing, to the Corporation t0 No.22 The Sierra Leone Mines and Minerak Development and Management Cotporation Act 2023 Project company. I 5. A project company inco{porated by the Corporation under paragraph (a) of subsecrion (l) of section l5 shall be wholly owned by &e Corporation and shall - G) undertake exploration and mining operations in the best interests of the Corporation in the mines and mineral assets allocated to the Corporation under section 17; O) manage the commercial interests of the Corporation in the mines and minerals sector; (c) participate, on behalf ofthe Corporation, in accordance with &e tenns of agreements, joint ventures in which it holds ail interest on behalf of the Corporation; (d) research and propose new mining and mineral ventures to the Corporation; and (e) apply for licences in accordance with tie Mines and Minerals Development Act, in respect of mines and mineral assets allocated to the Corporation tmder section 17 and carry out prospecting, exploration, mining and related activities on such mines and mineral assets; (D with the approval rif the Corporation, establish local and foreign subsidiary companies. Ceopcration 16. (l) - The Corporation shall cooperate with otherministries, with other govcrnment departuients and agencies in the implementation of this Act. agcncies. l1 Minerals DeveloPment No.22 The Sierra Leone Mines andCorPoration Act 2023 and Management of subsection (l), ministries' @ For the PurPose of government shall accord to the departments and agencies "maY ' as U" necessary to ensure the Corporation such assistance this Act' of the CorPoration under proper discharge of the functions for mines and mineral Rescrvation

17. (l) The Minister responsiblesubject to the approval of H*."rion resourc€s, may from ti*" io time and for development and managemeDt of mineral Cabinet, identify tint*l *"ts 61 assets' in u""o'Aun"" with the laws of Sierra Leone' by the Corporati'on f'eone' rcnalf of ttt" t"public of Siena under subsection (l) Q\ The mineral assersandidentified allocated for development and shall be uppro,"a uy eu:'iiu*"nt management bY the CorPoration' the Mines and (3) Nowithstanding any provision of mineral assets aJcl any other faw' ttre Minerals Development L"t' identified and allocatei *l"t tnft section shall not be available for orentitY' licencingto any Person PROVISIONS PART IV.ADMIMSTRATTYE shall tuIl time Executive Exccutive 18. 0) The Corporation -uppoiot"a lu*.u ty tn" ft"'ident on t6" Director' Director wno st'att i" recommendation of the Board' Executive Director A) A person shall not be appointed and experience in mines and knowledge unless he ttus co"sia"'Jle or administration minerals development management for 5 years (3) The Executive Director shall hold office term of 5 years igiUf" iot for a further and shall be '"-appointrnent "f onlY. 12 No.22 The Sierra leone Mines and Minerals Development and Management Corporation Act 2423 (4) A person shall cease to hold the position ofExecutive Directorifhe- (a) resigns by notice in writing to the President; (b) is declared insolvent or bankrupt; (c) is convicted offraud and dishonesty; (d) is unable to perform fie firnctions ofhis oftice arising &om infirmity ofbody ormind; (e) commits gross misconduct. Duties of 19. (1) Subject to this Act and to the general supervision of Exccutive the Board, the Executive Director is the ChiefExecutive Officer ofthe Director. Corporation, responsible for the day-to-day management and administration of the Corporation and the control and management ofstaff. (2) Notwitbstanding the generality of subsection (l), the Executive Director shall be responsfole to - (a) implement the policies ard programmes agreed upon by the Board; (b) prepare and manage the budget of the Corporation; (c) stay up-to-date with global markettrends on mines and mineral trading; (d) receive reports from&e Project Company for the attention of the Boar{ t No.22 The Siena leane Mines and Minerals Development l',3 and L{anagement CorPoration Act 2(t23 (e) l<eep the Roard informed ofthe activities of the Corporation; (t) anange the business at meetings of the tsoard and take minutes at tlre meetings of the Board; (g) keep the records ofthe decisions and other policy records ofthe tsoard; and (h) perform any other functions assigned by the Board. (3) In the performance of his duties, the Executive Director is ansr,verable to the Board.

20. (l) The Corporation shall, in addition to the Executive other staff I)irecttrr. have such other staffas may be necessary for the effective perfonnance of ils functions under this Act" (2) The staff of the Corporation shall be appointed by the Br>ard orr such terms and conditions as the Board shall deterrnine. (3) "Ihe Board may delegate the power to appoint certain catL'gories of staffof the Corporation to the Executive Ditector. I'AR]' V.FIN,{NCLAI., PROVISIONS 2l . The funds of the Corporation shali consist of ' Funds of , corporation (a) monies appropriated by Parliament ior the purpose of the CorPoration; @) loans obtained by the Government in t4 No. ?2 The Sierra Leone Mines and Minerals Develtpment on,l llanagement Corporation ,4ct 2423 accoi'darlce with the laws of S.ierra l,eonc; (c) monies receivcd i:y the Corporation by wa3' of grants, interesis, profits, Irrans, advances or other"wise; (d) monies rece ived by the Corporation frcm the mining bus.iness ancl othe,r relared activities' (e) monies receivcd by the Corporation by way cif royalties. rents and profits, or in anl,other manner fiurn any otlier sourcc iucluding grants, gifts or tlonations extended to the Corporation; and (D prolits or dividends and other fees or charges of' the Corporation. t.2) Funds received by the Corporatiou under subsection (l ) shall be deckued to rhe Minisrer for utilisation in accordance with the laws of Sierra Leone. Bnrrawing powers ol 22" Subjcr:t to tlie approval of Parliamerrt and in ac.etidarrcc (lorporariL\n. wirjr the laws of sierra l-eone, the Corporation may lrom.riv such fi.mds as may bc requircd lbr the discharge ofthe functions ofthe Co4roration under this A.ct. Po!ryc{ to opan 23" The Corporation may. subject to l}re laws of Siena Leone, and r)perate open amd operate bank accounts as are necessary fbr the perfornance harrk of the iirnctions of the Coqporation. accounts Eptimatcs ol 24. (l) 'l'he Executive Director shall, at least2 months before irtcr:me and the start of each financial year, submit to the Board for approval, a expenditure l5 No.22 The Sierru l,eone Mines and blinerals Devclcpment and Managemeil CcrPcration Act 2lt"t"i budget containing the estimates of incorne and expenditure of the Corporation lbr the ue.xt financial year. (2) The Corporation shall not incur any expendittw: exceeiling the budget without the approval of the Board' 2,5. Tlrr: funds of the Corporation may be applied for the '^'pplicati'rn performance of the functions of the ()orporation in accor<iance *itl, 3'orr,,rr,,on the annual budgetary estimatcs fcrr each fittancial ycir Iur,ds.

26. 'Ihe Corporation shall rvithin three monlhs after the end (,f Declaration of earnings' each financial year declare to the Board t!r.: eamings li.om the Projel:1 Conrpany, undertakings, joint ventures or public private partnerstrips entered into by the CotPoration.

21 . The financial year of the Corpora.fion slrall be same as the Financiai f,rnancial yeat'of Govemmentof Sierra Leone. ffi,ilrri""

28. The Corporation shall keep proper books of accounts an'J Acc{'tunrs' all records relating to the transactirns and affairs ofthu Corporatior-.

29. The Auditor Gereral or an auditar appointe'1 by thc Auditr;r Audi' General shali, in each fi.nancial year, audit the acr:olrnls of tlie Corporation.

30. (r) The Executive I)irector shall" not later than 6 montlhs An,ru,il anrj cther after the end of each {inancial year, make and sr:hmit tti' the Boaro a rcporlt leport on the u"livilies of the Corporation during that f,rnancial yea..' @ Ttrc Executive Director shall subrnit to the lloarcl" togetlrcr with the report referred to in sulrsection (l). - (a) the audited financial statements of the Corporation and the auditor's report on thosc statements; I6 No.22 The Sierra Leone Mines and l,{inerals Development and Management Corparation Act ?.$23 O) a quarterly performance reports; anci (c) any other r€port as the Board may fiom time to time require. (3) '[he Board shall, not later than 6 months after receipt of the reports under subsection (2), submit the reports to the President. PARTVI.MISCELLANEOUS Regulations. 3l . The Minister may, upon the recommendation of the Board, by stahltory instrument, make regulations firr giving effect to the provisions of this Act. Passed in parliament this 20th doy of Aprir , intheyear of our l.orci two thousand and Twenty Three. PARAN IJMAR TARAWALLY, Clerk of Parlioment. Trils PnnrrEn IupRrssroN has been carefuilv compared by me with the Biil which has passed Parliament and found by me to be a true and correct pri,teci copy ofthe said Bill. PARAN UN.{AR TARAWALIY, Clerk of Pariiament. Pnnr"rrB aHo PusLrsrmo sy rrIe GoveRNME n pnnrm.rc Drmnruem; Srcnno- LronE. G,ssttr No. 37 or l5tr Juue, 2023