Gold Purchase Agreement (Ghana)

A Gold Purchase Agreement in Ghana sets out the consideration, warranties and completion steps for the purchase it documents.

All minerals found in, under, or upon any land in Ghana are the property of the Republic of Ghana and are vested in the President in trust for the people of Ghana under Section 1 of the Minerals and Mining Act, 2006 (Act 703). A gold transaction in Ghana can therefore only be conducted by parties who hold the appropriate licences issued under Act 703 or who deal through the state-sanctioned channels established by the Precious Minerals Marketing Company (PMMC), a state agency established under the Precious Minerals Marketing Corporation Law, 1989 (PNDCL 219) as the official buyer and exporter of gold in Ghana. Any person who deals in gold without a licence commits an offence under Section 99 of Act 703.

The Minerals Commission of Ghana, established under the Minerals Commission Act, 1993 (Act 450), is the body responsible for the regulation, management, and development of Ghana's mineral resources. The Commission issues mining licences (including small-scale mining licences and large-scale mining concessions) and oversees compliance with Act 703. Small-scale gold miners in Ghana are required to obtain a small-scale mining licence under Section 82 of Act 703 and must sell their gold through the PMMC or through a licensed gold dealer, not directly to foreign buyers.

A Gold Purchase Agreement in Ghana must be distinguished from a Minerals Royalty Agreement, which governs royalty payments to the Government of Ghana as a percentage of gold revenues under Section 25 of Act 703; a Mining Lease, which grants rights to mine in a specified area over a defined period; and a Bullion Export Permit, which authorises the physical export of gold from Ghana through the Bank of Ghana (BoG) or the PMMC.

Gold transactions in Ghana attract a 3% royalty payable to the Government of Ghana under Section 25 of Act 703. Large-scale gold mining companies such as Newmont Ghana Gold Limited (operating the Ahafo and Akyem mines), AngloGold Ashanti Limited (operating the Obuasi mine), and Gold Fields Ghana Limited (operating the Tarkwa and Damang mines) are significant contributors to Ghana's gold royalty revenues. Ghana is one of Africa's leading gold producers, with the Ashanti Region, Western Region, and Upper East Region hosting the majority of gold deposits.

The legal framework governing the Gold Purchase Agreement (Ghana) draws on several key statutes and regulatory bodies. The Minerals and Mining Act 2006 (Act 703) governs all mineral transactions. The Precious Minerals Marketing Corporation Law 1989 (PNDCL 219) establishes the PMMC. The Minerals Commission Act 1993 (Act 450) establishes the Minerals Commission. The Bank of Ghana (BoG) regulates gold exports through the banking system. The Ghana Revenue Authority (GRA) administers royalties and taxes on gold transactions. Parties executing a Gold Purchase Agreement (Ghana) should obtain independent legal advice and confirm their licensing status before execution.

A Gold Purchase Agreement in Ghana is required whenever a licensed gold seller and a licensed gold buyer wish to record the terms of a gold transaction in writing and is particularly important in the following circumstances.

A Gold Purchase Agreement is required when the Precious Minerals Marketing Company (PMMC) or a licensed gold buying company purchases raw or processed gold from a licensed small-scale gold miner operating under a small-scale mining licence issued under Section 82 of the Minerals and Mining Act, 2006 (Act 703).

A Gold Purchase Agreement is needed when a licensed gold dealer purchases gold from an artisanal miner or from another licensed dealer for resale, refining, or export, recording the assayed weight and purity of the gold and the agreed price per troy ounce or per gram in Ghana Cedis (GHS) or in US Dollars (USD).

A Gold Purchase Agreement is required when a large-scale mining company licensed under the Minerals and Mining Act, 2006 (Act 703) sells refined gold doré bars or gold bullion to the PMMC or to a Bank of Ghana-approved bullion dealer for export.

A Gold Purchase Agreement is needed to evidence a legitimate gold transaction for the purposes of the Ghana Revenue Authority (GRA), which requires documentation of all mineral transactions to assess and collect the applicable 3% royalty under Section 25 of Act 703 and corporate income tax under the Income Tax Act, 2015 (Act 896).

A Gold Purchase Agreement is required by the Bank of Ghana (BoG) and by commercial banks in Ghana when processing a foreign currency payment for a gold transaction, as banks must satisfy themselves of the legitimacy of the transaction under the Anti-Money Laundering Act, 2020 (Act 1044) and the regulations of the Financial Intelligence Centre (FIC).

A Gold Purchase Agreement is needed for customs and export documentation when gold is to be exported from Ghana through the PMMC or under a bullion export permit, to evidence the commercial terms of the export transaction.

Parties in Ghana should prepare a Gold Purchase Agreement carefully and confirm all licences are valid before execution, as unlicensed gold dealing is a serious criminal offence under Section 99 of the Minerals and Mining Act, 2006 (Act 703).

A valid Gold Purchase Agreement in Ghana under the Minerals and Mining Act, 2006 (Act 703) must contain the following essential elements.

Parties and Licences: Full legal names and addresses of the seller and buyer, and crucially, the licence numbers and expiry dates of the mining licence, gold dealing licence, or other relevant authorisation held by each party under the Minerals and Mining Act, 2006 (Act 703) or the Precious Minerals Marketing Corporation Law, 1989 (PNDCL 219). An agreement involving an unlicensed party is unenforceable and may expose both parties to prosecution under Section 99 of Act 703.

Description of Gold: The type of gold being sold (raw dore, alluvial gold, refined gold bullion, or gold jewellery); the weight in troy ounces or grams; the purity expressed as a fineness (e.g., 22 karat / 916.7 fine) or percentage; and the source of the gold (the mining lease area or licensed mine from which it was extracted).

Assay Certificate: A reference to the independent assay certificate issued by the PMMC's assay laboratory or another accredited laboratory confirming the weight and purity of the gold, which forms the basis of the price calculation.

Price: The agreed price per troy ounce or per gram, denominated in US Dollars (USD) or Ghana Cedis (GHS), the pricing date and reference price source (e.g., London Bullion Market Association (LBMA) afternoon gold fix), and any agreed premium or discount.

Payment: The total purchase price, payment method (bank transfer through a Bank of Ghana-licensed institution), payment currency, and the date by which payment must be made.

Delivery: The place and date of delivery, the party responsible for transport and insurance of the gold until delivery, and any packing or security requirements.

Royalties and Taxes: Confirmation of which party bears the 3% government royalty under Section 25 of Act 703, withholding tax, and any other applicable taxes assessed by the Ghana Revenue Authority (GRA).

Governing Law: Ghana law, with disputes referred to the Commercial Division of the High Court of Ghana or to arbitration under the Alternative Dispute Resolution Act, 2010 (Act 798). Forms-legal.com provides this template as a starting point; parties should obtain independent legal advice before executing a gold purchase transaction.

Additional compliance elements for a Gold Purchase Agreement (Ghana) used in Ghana include: Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.