Genmin Limited has signed a long-term, 15-year integrated rail and port services agreement (Agreement) with Owendo Mineral Port (OMP) for its, 100% owned Baniaka iron ore project (Baniaka), located in the Republic of Gabon, west Central Africa. The Agreement is for an integrated mine to ocean-going vessel transport solution on a send or pay basis for a guaranteed 5Mtpa1 with provision to scale volume to 15Mtpa over the 15-year term. OMP will provide the required rail assets and rail haulage, train unloading and stockpile management at the port, stockpile reclaim and loading of Cape class bulk carriers. OMP is owned by Arise Ports & Logistics, which is a partnership between AP Moller Capital, Olam International Limited, Africa Finance Corporation and French investment fund Meridiam. OMP built and operates the mineral port, which is located 15km south of Libreville at the start of the Trans-Gabon railway (TGR), and currently undertakes port and/or rail services to a range of manganese customers. In addition to the port and associated infrastructure, it owns and operates an expanding rail fleet currently comprising 43 locomotives and 1,406 wagons. The material terms of the Agreement are summarised below. A term of 15-years to rail and export up to 15Mtpa (including a send or pay schedule of guaranteed tonnage between 1 and 5Mtpa), extendable on mutually agreeable terms; The term does not commence until certain conditions precedent have been satisfied, including Genmin obtaining project financing, all licences/permits required for production, transportation and export of iron ore, the execution of a mining convention in relation to Baniaka, as well as certain infrastructure investments being undertaken at both Baniaka and the port; OMP will provide and operate all rail assets for transporting iron ore from the Baniaka rail loading site to port, and all port handling, loading, transhipment equipment, and loading onto Cape class bulk carriers; Genmin will pay an initial fixed Tariff for rail and port services, which has provision for fuel price escalation,
and in good faith is reviewed annually and where appropriate reduced in order to reflect amortisation of capital invested, and mechanisation, scale and technology efficiencies, as well as the cost to access and use the TGR; The 15-year term is subject to certain early termination events, including expiry or termination of the rights to operate Baniaka or the port, as well as the occurrence of a material breach of the agreement that remains unremedied, insolvency and prolonged force majeure; and Normal other provisions for an agreement of this type, inter alia the general obligations of the parties, invoicing and payment, force majeure and arbitration.