VZCZCXRO1264
RR RUEHCN RUEHGH RUEHVC
DE RUEHUM #0244/01 2380909
ZNR UUUUU ZZH
R 260909Z AUG 09
FM AMEMBASSY ULAANBAATAR
TO RUEHC/SECSTATE WASHDC 2993
RUEHOO/CHINA POSTS COLLECTIVE
RUEHUL/AMEMBASSY SEOUL 3766
RUEHKO/AMEMBASSY TOKYO 3419
RUEHMO/AMEMBASSY MOSCOW 2590
RUEHVK/AMCONSUL VLADIVOSTOK 0356
RUEHOT/AMEMBASSY OTTAWA 0744
RUEHBY/AMEMBASSY CANBERRA 0356
RUEHTA/AMEMBASSY ASTANA 0110
RUEHDBU/AMEMBASSY DUSHANBE 0020
RUEHEK/AMEMBASSY BISHKEK 0158
RUEHAH/AMEMBASSY ASHGABAT 0116
RUEHNT/AMEMBASSY TASHKENT 0011
RUEHLO/AMEMBASSY LONDON 0344
RUEHVC/AMCONSUL VANCOUVER 0149
RUEHPT/AMCONSUL PERTH 0001
RHEHAAA/NATIONAL SECURITY COUNCIL WASHINGTON DC
RUEHLMC/MILLENNIUM CHALLENGE CORP WASHINGTON DC
RUEATRS/DEPT OF TREASURY WASHINGTON DC
RUCPDOC/DEPT OF COMMERCE WASHINGTON DC
RUEKJCS/SECDEF WASHINGTON DC

UNCLAS SECTION 01 OF 04 ULAANBAATAR 000244 
 
SENSITIVE 
SIPDIS 
 
STATE PASS USTR, USTDA, OPIC, AND EXIMBANK 
STATE FOR EAP/CM AND EEB/CBA 
USAID FOR ANE FOR D. WINSTON 
USDOC FOR ZHEN-GONG CROSS 
 
E.O. 12958: N/A 
TAGS: EINV PREL ETRD EMIN ENRG PGOV MG
SUBJECT: Mongolian Parliament Passes Long Awaited, Absolutely 
Essential Mining Deal 
 
ULAANBAATA 00000244  001.2 OF 004 
 
 
Sensitive but Unclassified - Not for Internet Distribution. Contains 
proprietary and confidential business information 
 
¶1. (SBU) SUMMARY:  On August 25, the Mongolian Parliament amended 
four key laws, which will allow the government to sign and execute 
the much anticipated agreement for the Oyu Tolgoi (OT) copper and 
gold project.  This immense project promises to generate tens of 
billions of dollars, and finally overcomes long delays stemming from 
fears of the loss of sovereignty and resource nationalism.  A strong 
Prime Minister and economic troubles motivated the government of 
Mongolia (GOM) and Parliament to negotiate and accept a deal that 
balances company revenue and operational priorities with GOM tax and 
development needs.  While much remains to be done over the next six 
months to finalize all its terms, the deal represents a success for 
U.S. commercial diplomacy and has cemented the U.S.'s position among 
the key players in crafting these sorts of agreements in Mongolia. 
Other donors are generally positive, but lingering concerns remain 
that the GOM gave away too much in some aspects of the deal.  END 
SUMMARY. 
 
Background of a World Class Copper Mine 
--------------------------------------- 
 
¶2. (SBU) On August 25, the Parliament of Mongolia amended four key 
laws, which will now allow the government of Mongolia to move 
forward on signing and executing the long- delayed agreement for the 
massive Oyu Tolgoi (OT) copper and gold project with Ivanhoe Mines 
of Canada and Rio Tinto.  Situated in the middle of the Gobi desert, 
the OT deposit is world class in every dimension.  With an estimated 
mine life of over 100 years, the mine itself is titanic. 
Construction costs alone will top USD seven billion, as the mine 
will require three complex and expensive shafts and tunnels systems 
be hewn out more than one kilometer below the desert surface. Over 
the next forty years OT will conservatively yield 44 million tons of 
copper and 1,800 tons of gold.  At current market prices that equals 
USD 264 billion and USD 55 billion respectively.  And all this 
immense activity will occur within a nation with a GDP yet to top 
USD six billion annually. 
 
World Economy Drives Mongolians to Strike a Deal 
--------------------------------------------- --- 
¶3. (SBU) Negotiations have foundered for nearly six years for a 
variety of reasons.  Mongolian concerns about loss of sovereignty 
over its territory -- specifically that the mining rights holder, 
Ivanhoe Mines (or any other private firm with similar rights), would 
sell the mine to China; concerns that Mongolia would not get its 
fair share of the mine's output; and concerns that the firms would 
ruin the land without restoration.  Even the 2006 entry of Rio 
Tinto, a world class miner committed to best practices, as a partner 
in the mine failed to allay Mongolian fears. 
 
¶4. (SBU) Two factors intervened over the last year that 
fundamentally changed the game for reaching a deal.  First, a 
Mongolian politician with sufficient clout, Prime Minister Bayar, 
made passage of OT a cornerstone of his government.  Second, the 
economic crisis severely crimped a Mongolian economy and government 
extremely dependent on mineral revenues.  Using concerns over 
economic collapse, the PM and his team have spent the last year 
pushing the GOM and Parliament into negotiating and approving the 
deal before RT and Ivanhoe departed for greener pastures. 
Significantly, Bayar formed a coalition government even though his 
party held a strong majority, and backed his commitment to working 
across party lines by appointing opposition party members as the 
Ministers of Finance and Environment.  Their leadership role 
throughout the negotiations was essential to achieving yesterday's 
 
ULAANBAATA 00000244  002.2 OF 004 
 
 
result. 
 
¶5. (SBU) Under current law, the GOM has the authority to strike 
whatever deal it wants within the confines of existing law -- but if 
the deal goes beyond the current law, then the Parliament has to 
amend the law to allow the deal to move forward.  In the end, it 
came down to altering four main laws on roads, water, the windfall 
profits tax, and corporate tax respectively before a formal signing 
of the agreement.  Parliament completed these amendments on the 
night of August 25, and the GOM plans to sign the agreement next 
week.  It will then receive its first USD 100 million of a USD 250 
million advance payment.  Within the next six months the GOM must 
fulfill other conditions precedent to activate the deal fully 
(septel will describe these other conditions).  If the GOM fails to 
do so, the deal may once again fall into jeopardy. 
 
¶6. (SBU) For reference, para 14 provides a more detailed overview of 
the basics of the deal. 
 
GOM View of the Deal 
-------------------- 
¶7. (SBU) GOM and Parliamentary sources expressed general 
satisfaction with the deal.  They are collectively representing it 
as a win for Mongolia in that they have received a share of the 
project for the state at no immediate cost or risk to Mongolia; gave 
no special revenue grants to the companies; obtained clear 
commitments from the companies to value-added activities in 
Mongolia; and will receive USD 250 million in up-front monies. 
 
¶8. (SBU) From a purely political perspective, the PM's adherents 
claim that this success validates the PM's goals and strategies (in 
particular the coalition), and they claim they will draw on this 
success in the 2012 Parliamentary and 2013 Presidential elections. 
It will cement these features into the next election cycle in 2012. 
Regarding Mongolia's strategic-diplomatic policies, our contacts 
suggest that passage of the bills should be seen as Mongolia's firm 
commitment to its third neighbor policy within the realm of 
commercial activities.  (Note: Echoing and supporting this claim is 
the signing of uranium deals between Russia's President Medvedev and 
Mongolia officials that occurred at the same time as Parliament 
Passed the OT bills. End Note.) 
 
Company Perspectives on the Deal 
-------------------------------- 
 
¶9. (SBU) RT and Ivanhoe reps, initially jubilant about the passage, 
soon lapsed into sober ponderings of the difficulties that will 
attend implementation.  They are satisfied that the current deal 
will allow them to mine profitably, because it removes a crippling 
windfall profits tax and allows the company flexibility on labor, 
technology, taxes, and other issues.  In addition, the deal will let 
the firm recover costs more easily through adjustments to 
loss-carry-forward rules and an investment tax credit.  The 
companies are already moving to hire more workers and re-start 
long-delayed equipment purchases and contracting.  By summer 2010, 
company reps estimate the current 400-person workforce will hit 
1,000 strong, not to mention the more controversial 2,000-strong 
Chinese labor force run by U.S. contractor Fluor Corporation that 
will build the adjacent open-pit mine and associated facilities. 
 
¶10. (SBU) Corporate exuberance over these issues is also tempered by 
concerns about the GOM's ability to fulfill all conditions precedent 
within six months of the signing of the agreement.  The companies 
are keen for PM Bayar to designate an OT czar to shepherd the 
project through the next six months and perhaps beyond.  For 
 
ULAANBAATA 00000244  003.2 OF 004 
 
 
example, the companies will have to manage a grueling permit and 
licensing process that will require over 6,000 licenses for the mine 
and all its adjuncts. 
 
Donor Perspectives 
------------------ 
 
¶11. (SBU) While most donors support the OT deal, some noted that the 
deal gives too much to the companies.  One, which has been advising 
the GOM on OT revenue provisions during the negotiations, went so 
far as to say the management fee the firms will charge is 
unprecedentedly high, but provided no details to substantiate the 
claim.  However, all agree that the deal is sufficient, workable, 
and can be improved down the road. 
 
U.S. Views of the Deal 
---------------------- 
 
¶12. (SBU) COMMENT: The deal is not perfect, but we share the opinion 
of most observers that it balances state and private interests in a 
way that allows all sides to claim victory.  One of the key 
accomplishments is that the deal will set a pattern for all sides to 
follow in similar projects, the next one being the Tavan Tolgoi coal 
project, in which we have both commercial and policy interests. 
Commercially, the OT deal is already proving a boon to U.S. 
interests, with the Department of Commerce Advocacy Recipient, the 
Fluor Corporation, set to have its contract re-activated. 
 
¶13. (SBU) Over the last six years, Post has steadily built up 
relations with industry and the GOM that allowed both sides to avail 
themselves of a player perceived of as non-partisan, reliable, and 
fair.   These qualities made Post the go-to Mission for verifying 
respective intentions.  The value of this relationship proved itself 
in the last and most difficult phases of the talks, when the GOM was 
plumbing the intentions of the companies and Mongolia's actual 
chances to replace Western participation with Chinese or Russian 
partners(among others)if the Western firms proved too intransigent. 
Coordinating with other missions and the donors, we sent a clear and 
credible,  message to the GOM that it was in Mongolia's best 
interest  to work out its disputes with the Western firms, and to 
the companies that the GOM was committed to reaching a deal.  END 
COMMENT. 
 
Basics of the Deal 
------------------ 
 
¶14. (SBU) The basics of the deal struck are as follows: 
 
GOM Rights and Obligations 
 
-- The GOM will, upon fulfillment of all conditions precedent, 
receive 34 percent of the mining project, which it will purchase 
through financing provided by RT and Ivanhoe. After this purchase is 
complete (perhaps 10-20 years), the GOM may seek to acquire another 
16 percent. 
-- The GOM guarantees that the current deal will run for 30 years, 
with right of two 20 year extensions. 
-- The GOM undertakes to pay RT and Ivanhoe a management fee to 
operate the mine. 
-- The GOM will assist the project with all permits and licenses and 
establish a working group of GOM and company representatives to work 
out regulatory and legal hurdles, including but not limited to 
customs, labor, health and safety, environment, and inspections. 
-- The GOM will allow the project to build and operate roads, power 
facilities, and water facilities related to the project. In addition 
 
ULAANBAATA 00000244  004.2 OF 004 
 
 
the GOM will allow the project to obtain power from China for up to 
ten years so long as the project commits to local generation within 
that period. 
-- The GOM will revoke the current 68 percent windfall profits tax 
(WPT) by 2011 and extend loss-carry-forward provisions from two to 
eight years. The GOM will must also certify that the project can 
take a ten percent investment tax credit allowed by law within the 
next six months. 
The GOM undertakes within the next six months to amend seven 
currently unspecified laws affecting development of the project. 
 
Company Rights and Obligations 
 
-- RT and Ivanhoe will commit to an advance payment (in the form of 
a loan) of USD 250 million paid in three tranches upon completion of 
conditions precedent, details of which have not been fully 
released. 
-- RT and Ivanhoe will pay all current royalties, corporate taxes, 
social insurance taxes, customs duties, and VAT taxes without 
receiving special treatment. 
-- RT and Ivanhoe will follow all environmental rules, labor, and 
health and safety rules. 
-- RT and Ivanhoe commit to adding value in Mongolia by hiring 
locally wherever possible, training local labor, and to building a 
smelter (upon proof of commercial viability). 
 
MINTON