Guinean law firm Thiam & Associés advised China Baowu Steel Group ("Baowu"), the world's largest steel producer, on the signing in Beijing (People's Republic of China) of the Investment Agreement with the Winning Consortium Simandou Group, relating to Baowu's investment in Blocks 1 and 2 of the Simandou Project. This is a major milestone for Baowu, as it gives concrete expression to its participation in the development of the world's largest undeveloped iron ore project.

Estimated at USD 15 billion, the Simandou Project consists in the development of four high-grade iron ore mining blocks, as well as the construction and operation of a rail network of more than 600 kilometers (main rail line) and a mineral port at Moribayah (Republic of Guinea). It had also reached crucial stages prior to the signing of the Investment Agreement between Baowu and Winning Consortium Simandou. On 10 August 2023, the Guinean government signed structuring documents for the co-development of infrastructure for the Simandou Project with its industrial partners Winning Consortium Simandou and Simfer (a joint venture between Rio Tinto and a consortium including Chinalco and Baowu).

Thiam & Associés previously advised Baowu on the negotiation and signature of various founding documents of the Simandou Project, including in particular:

• the signing of the articles of association and incorporation of the joint venture (the "Compagnie du Trans-Guinéen" or "CTG") between the Republic of Guinea and the industrial partners on 27 July 2022;
• the signing of a Term Sheet relating to the co-development of the Simandou Project infrastructure on 22 December 2022;
• the signing of the CTG shareholders' agreement on 8 March 2023;
• the signature of the Simandou Project infrastructure co-development agreement (and its annexes) on 10 August 2023;
• the finalisation of the Third Party, Multi-User and Multi-User Access Regime and the Tariff Principles (annexed to the co-development agreement);
• the finalisation of the tax regime for the co-developed infrastructure of the Simandou Project (annex to the co-development agreement); and
• the signing of the bipartite mining agreements (amendments to the existing Winning Consortium Simandou and Simfer mining agreements) on 10 August 2023.

The Simandou Project has marked the history of the Republic of Guinea since its independence in 1958. It is now crossing a historic threshold that has never been reached before. Ultimately, the project will be an economic catalyst for the Republic of Guinea and Africa, with annual iron production expected to exceed 180 million tons. It is also expected to create thousands of jobs, transfer skills to Guinean citizens and create business opportunities for Guinean companies.

Baba Hady Thiam, Managing Partner of Thiam & Associés, and Amadou Barry, Counsel, commented: "Simandou offers immense opportunities for both local populations and foreign investors, but it also presents a huge challenge for its development, particularly in its legal aspects. Thiam & Associés has once again confirmed its ability to work on projects of global scale, despite the external and geostrategic constraints surrounding this type of highly sensitive project. Thiam & Associés' teams have demonstrated their quality on a range of complex issues, from structuring the joint venture to negotiating infrastructure contracts and setting up a local content regime, not forgetting the complex issues of mining law and environmental regulation (ESG standards)."

The Thiam & Associés team included: Baba Hady Thiam, Managing Partner, Amadou Barry, Counsel, Saran Kaba, Fatoumata Binta Maiga, Moussa Keita, Abdourahim Bodeen Diallo, Hadiatou Barry, Stéphanie Manguele, Alpha Haidara, El Hadj Amadou Mbodj, Abdourahamane Kadiatou Camara, Ismael Traoré and Moise Kolié.

The Simandou Project also involves several top international law firms:

• Baowu was also advised by Hogan Lovells Beijing.
• Winning Consortium Simandou was advised by Norton Rose Fulbright and Kabèlè Law Group.
• Simfer (Rio Tinto) was advised by Clifford Chance, Linklaters, Allens and ADNA.
• The Republic of Guinea was advised by Watson Farley Williams.
• The Republic of Guinea was financially and technically advised by Global Sovereign Advisory (GSA), CPCS, EGIS and SETEC.

About Thiam & Associés

Based in Conakry (Republic of Guinea), Thiam & Associés is one of the leading African business law firms active in Africa. It advises and litigates clients on domestic and cross-border transactions in the Republic of Guinea, including mergers and acquisitions, private equity, commercial contracts, projects (project finance, energy, mining, and infrastructure), employment law, real estate transactions and financing. Internationally, Thiam & Associés relies, where necessary, on partnerships with leading law firms in their respective markets.

For more information: www.thiam-associes.com