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                                                                    EXHIBIT 4.44

MEMORANDUM OF LOAN AGREEMENT NO. 3


between :


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505

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                                TABLE OF CONTENTS

<Table>
<S>                                                                           <C>
1.   DEFINITIONS...............................................................3
2.   THE FIRST LOAN............................................................6
3.   THE SECOND LOAN...........................................................6
4.   THE THIRD LOAN............................................................7
5.   UNDERTAKINGS BY THE BORROWER..............................................7
6.   EVENTS OF DEFAULT.........................................................8
7.   CESSION AND DELEGATION BY THE LENDER.....................................10
8.   CESSION AND DELEGATION BY THE BORROWER...................................11
9.   NOTICES..................................................................11
10.  ARBITRATION..............................................................12
11.  GENERAL..................................................................13
</Table>

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WHEREAS:

A.   This Memorandum records 3 (three) interest free loans made by the Lender to
     the Borrower on the terms and subject to the conditions recorded in this
     Memorandum.

B.   In terms of the First Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R125 106 116 (one hundred
     and twenty five million, one hundred and six thousand and one hundred and
     sixteen Rand), which entire amount has been drawn down by the Borrower.

C.   In terms of the Second Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R40 000 000 (forty million
     Rand), which entire amount has been drawn down by the Borrower.

D.   In terms of the Third Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R25 000 000 (twenty five
     million Rand), which amount was credited to the loan account of the Lender
     against the Company in terms of an agreement dated 13 November 1997.

E.   The Borrower and the Lender wish to record the terms and conditions of the
     First Loan, the Second Loan and the Third Loan in this Memorandum.

THE PARTIES ACCORDINGLY RECORD THAT :

1.   DEFINITIONS

     For the purposes of this Memorandum, and the preamble, unless the context
     indicates otherwise, the words and expressions set out below shall have the
     meanings assigned to them, namely:

1.1  "Business Day"             means any day other than a Saturday, Sunday or
                                statutory holiday in South Africa;

1.2  "Borrower"                 means Crown Gold Recoveries (Proprietary)
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration

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                                Number 1988/005155/07;

1.3  "Event of Default"         means any one of the events specified in
                                clause 6;

1.4  "First Loan"               means the amount of R125 106 116 (one hundred
                                and twenty five million and one hundred and six
                                thousand and one hundred and sixteen Rand) which
                                the Borrower agreed to borrow from the Lender
                                and which the Lender agreed to lend to the
                                Borrower and which entire amount has been drawn
                                down by the Borrower and is still outstanding;

1.5  "Indebtedness"             means any loan, debt, guarantee, indemnity or
                                other obligation now or hereafter existing
                                valued in excess of R500 000 (five hundred
                                thousand Rand);

1.6  "Loans"                    means the First Loan, the Second Loan and the
                                Third Loan and "Loan" shall mean any of these 3
                                (three) loans;

1.7  "the Lender"               means Crown Consolidated Gold Recoveries
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration
                                Number 1997/007865/06;

1.8  "this Memorandum"          means this memorandum of loan agreement;

1.9  "Parties"                  means the Borrower and the Lender and "Party"
                                means either one of them;

1.10 "Prime Rate"               shall mean the publicly quoted basic rate of
                                interest generally levied by The Standard Bank
                                of

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                                South Africa Limited from time to time in South
                                Africa on overdraft to its first class corporate
                                borrowers, calculated on a 365 (three hundred
                                and sixty five) day factor, irrespective of
                                whether or not the year is a leap year, it being
                                recorded that a certificate signed by any
                                manager of The Standard Bank of South Africa
                                Limited (whose appointment shall not be
                                necessary to prove) shall constitute prima facie
                                proof of the ruling prime rate at the relevant
                                time in the event of there being a dispute in
                                relation thereto;

1.11 "Second Loan"              means the amount of R40 000 000 (forty million
                                Rand) which the Borrower agreed to borrow from
                                the Lender and which the Lender agreed to lend
                                to the Borrower and which entire amount has been
                                drawn down by the Borrower and is still
                                outstanding;

1.12 "Signature Date"           means the date of last signature of this
                                Memorandum;

1.13 "South Africa"             means the Republic of South Africa as
                                constituted from time to time; and

1.14 "Third Loan"               means the amount of R25 000 000 (twenty five
                                million Rand) which the Borrower agreed to
                                borrow from the Lender and which the Lender
                                agreed to lend to the Borrower and which amount
                                was credited to the loan account of the Lender
                                against the Company in terms of an agreement
                                dated 13 November 1997 and which amount is still
                                outstanding.

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2.   THE FIRST LOAN

2.1       It is recorded that the Lender agreed to lend to the Borrower, and the
          Borrower borrowed from the Lender, the First Loan on the following
          terms:

2.1.1          the First Loan I was unsecured, interest free; and

2.1.2          the First Loan was repayable on demand.

2.2       Notwithstanding the provisions of clause 2.1 above, the Parties now
          hereby agree that from the Signature Date, the First Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date,
          and the capital amount of the First Loan will be repayable within 7
          (seven) years of the Signature Date.

3.   THE SECOND LOAN

3.1       It is recorded that the Lender agreed to lend to the Borrower, and the
          Borrower borrowed from the Lender, the Second Loan on the following
          terms:

3.1.1          the Second Loan was unsecured, interest free; and

3.1.2          the Second Loan was repayable on demand.

3.2       Notwithstanding the provisions of clause 3.1 above, the Parties now
          hereby agree that from the Signature Date, the Second Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date
          and the capital amount of the Second Loan will be repayable within 7
          (seven) years of the Signature Date.

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4.   THE THIRD LOAN

4.1       It is recorded that the Lender agreed to lend to the Borrower and the
          Borrower borrowed from the Lender the Third Loan on the following
          terms:

4.1.1          the Third Loan was unsecured, interest free; and

4.1.2          the Third Loan was repayable on demand.

4.2       Notwithstanding the provisions of clause 4.1 above, the Parties now
          hereby agree that from the Signature Date, the Third Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate, which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date,
          and the capital amount of the Third Loan will be repayable within 7
          (seven) years of the Signature Date.

5.   UNDERTAKINGS BY THE BORROWER

5.1       The Borrower undertakes to the Lender that until all the Loans have
          been repaid in full by the Borrower to the Lender:

5.1.1          the Borrower shall (immediately upon it becoming aware of such
               occurrence) notify the Lender of the occurrence of any Event of
               Default and of any other event which, with the giving of notice
               or lapse of time or both, might constitute an Event of Default
               and at the same time inform the Lender of any action taken or
               proposed to be taken in connection with that Event of Default;

5.1.2          the Borrower will continue its business, being the conduct of
               mining operations, including but not limited to the re-treatment
               of sand dumps, slime dumps and archive material deposits;

5.1.3          the Borrower shall maintain in full force and effect all
               authorisations, approvals, licences, registrations, consent or
               declarations from all

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               legislative bodies of government, ministries, agencies or other
               authorities required by the laws of South Africa or otherwise
               appropriate in order for the Borrower-

5.1.3.1             to incur the obligations expressed to be assumed by it in or
                    pursuant to this Memorandum;

5.1.3.2             to execute and deliver all other documents and instruments
                    to be delivered by it pursuant to this Memorandum;

5.1.3.3             to perform and observe the terms and provisions of this
                    Memorandum;

5.1.3.4             to make all payments expressed to be required under this
                    Memorandum; and

5.1.3.5             to render this Memorandum legal, valid, binding, enforceable
                    and admissible in evidence.

5.2       The Borrower shall promptly furnish the Lender with such evidence of
          authority, authenticated specimen signatures and other documents and
          information as the Lender may reasonably request, on the request of
          the Lender, and perform all such other acts as may be necessary to
          carry out the intent of this Memorandum.

6.   EVENTS OF DEFAULT

6.1       With regard to the Loans, if:

6.1.1          the Borrower shall for any reason fail duly and promptly to
               perform or observe any of the other obligations or undertakings
               expressed to be binding on or undertaken in or pursuant to this
               Memorandum; or

6.1.2          a moratorium is declared on the discharge of Indebtedness of the
               Borrower or the Borrower is unable to pay its debts generally as
               they

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               become due and payable or stops or threatens to stop or suspends
               payment of any sum over R500 000 (five hundred thousand Rand)
               expressed to be payable by it in or pursuant to this Memorandum
               or of its debts generally or otherwise becomes insolvent or shall
               convene a meeting for the purposes of making, or shall propose or
               enter into, any arrangement or composition for the benefit of any
               one or more of its creditors or shall commence negotiations with
               any one or more of its creditors with a view to a readjustment or
               rescheduling of its Indebtedness or with a view to the avoidance
               of circumstances in which it would or might be obliged to declare
               a moratorium on the discharge of its Indebtedness; or

6.1.3          any person becomes entitled to take possession of or realise or
               otherwise apply any of the assets of the Borrower or to cause
               such assets to be realised in satisfaction of any obligation of
               the Borrower to such person and such event would or might, either
               directly or indirectly, materially affect the Borrower's ability
               to perform any of the obligations expressed to be assumed by it
               in or pursuant to this Memorandum; or

6.1.4          if any action or proceeding of or before any judicial,
               administrative, governmental or other authority or arbitrator
               commences (and is not stayed or discharged within 15 (fifteen)
               calendar days thereafter) to enjoin or restrain the performance
               or observance by the Borrower of the terms of this Memorandum or
               in any manner to question the right and power of the Borrower to
               enter into, exercise its rights under and perform and observe the
               terms of this Memorandum or the legality, validity,
               enforceability, binding nature or admissibility in evidence of
               this Memorandum; or

6.1.5          if it becomes or proves to be unlawful or impossible for the
               Borrower duly and promptly to perform or observe any of the
               obligations or undertakings expressed to be binding on or
               undertaken by it in or pursuant to this Memorandum,

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          then and in any case the Borrower shall forthwith notify the Lender of
          the occurrence of such event which (regardless of whether such notice
          shall have been given) shall constitute an Event of Default. At any
          time after the occurrence of an Event of Default the Lender may, by
          written notice to the Borrower, declare the First Loan, the Second
          Loan and Third Loan to be immediately due and payable.

6.2       If the Loans are declared immediately due and payable pursuant to
          clause 6.1, the Borrower shall immediately pay to the Lender the
          amount due under the Loans.

7.   CESSION AND DELEGATION BY THE LENDER

7.1       The Lender may at any time and from time to time cede all or any part
          of its rights and benefits and delegate all or any part of its
          obligations under this Memorandum to another person (an "Assignee").

7.2       For this purpose the Lender may disclose to a potential or actual
          Assignee such credit and other information relating to the Borrower
          and its financial condition as the Borrower shall have made available
          to the Lender or as shall be known to the Lender otherwise howsoever.

7.3       If the Lender cedes any part of its rights and benefits and delegates
          any part of its obligations under this Memorandum then all references
          in this Memorandum to the Lender shall thereafter be construed as
          references to the Lender and its Assignee to the extent of their
          respective participations.

7.4       The expression "Lender" wherever used in this Memorandum shall include
          every Assignee of the Lender and every successor in title of any such
          Assignee or of the Lender.

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8.   CESSION AND DELEGATION BY THE BORROWER

     The rights and obligations of the Borrower under this Memorandum are
     personal to the Borrower and accordingly the Borrower shall not cede any of
     its rights or benefits or delegate any of its obligations under this
     Memorandum either in whole or in part.

9.   NOTICES

9.1       Any notice or other formal communication to be given under this
          Memorandum shall be in writing and signed by or on behalf of the Party
          giving it and may be served by sending it by fax, delivering it by
          hand or sending it by registered mail with acknowledgement of receipt
          to the address and for the attention of the relevant Party set out in
          clause 9.2 (or as otherwise duly notified from time to time). Any
          notice so served by hand, fax or post shall be deemed to have been
          received:

9.1.1          in the case of delivery by hand or mail, when delivered;

9.1.2          in the case of fax, 12 (twelve) hours after the time of dispatch;

          provided that, where (in the case of delivery by hand or by fax), such
          delivery or transmission occurs after 18h00 on a Business Day or on a
          day which is not a Business Day, service shall be deemed to occur at
          09h00 on the next following Business Day. References to time in this
          clause are to local time in the country of the addressee.

9.2       The Parties choose for the purposes of this Memorandum the following
          addresses:

9.2.1          The Lender:      45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa

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                                Attn: The Company Secretary
                                Fax No: 011 482-1022;

9.2.2          The Borrower:    45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa
                                Attn: The Company Secretary
                                Fax No: 011 482-1022.

9.3       In proving such service it shall be sufficient to prove that the
          envelope containing such notice was properly addressed and delivered
          to the address shown thereon or that the fax was sent after obtaining
          in person or by telephone appropriate evidence of the capacity of the
          addressee to receive the same, as the case may be.

9.4       All notices or formal communications under or in connection with this
          Memorandum shall be in the English language or, if in any other
          language, accompanied by a translation into English. In the event of
          any conflict between the English text and the text in any other
          language, the English text shall prevail.

10.  ARBITRATION

10.1      Any dispute arising out of this Memorandum or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party may demand
          arbitration by notice in writing to the other Party. Such arbitration
          shall be held in Johannesburg unless otherwise agreed to in writing
          and shall be held in a summary manner with a view to it being
          completed as soon as possible.

10.2      There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:

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10.2.1         primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

10.2.2         primarily a legal matter, a practising Senior Counsel; or

10.2.3         primarily a technical matter, a suitably qualified person.

10.3      The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them, within a
          period of 14 (fourteen) days after the arbitration has been demanded
          in terms of clause 10.1, any party shall be entitled to request the
          President for the time being of the Law Society of the Northern
          Provinces to make the appointment who shall, in making his
          appointment, to have regard to the nature of the dispute.

10.4      The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent it shall be necessary to file pleadings, make discovery of
          documents or hear oral evidence.

10.5      The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The Parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.

11.  GENERAL

11.1      COMMUNICATIONS BETWEEN THE PARTIES

          All notices and demands given by or on behalf of either Party to the
          other shall be in English or accompanied by a certified translation
          into English.

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11.2      REMEDIES

          No remedy conferred by this Memorandum is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise. Each remedy shall be cumulative and in addition to every
          other remedy given hereunder or now or hereafter existing at law, by
          statute or otherwise. The election of any one or more remedy by any of
          the Parties shall not constitute a waiver by such Party of the right
          to pursue any other remedy.

11.3      SEVERANCE

          If any provision of this Memorandum, which is not material to its
          efficacy as a whole, is rendered void, illegal or unenforceable in any
          respect under any law, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired
          thereby and the Parties shall endeavour in good faith to agree an
          alternative provision to the void, illegal or unenforceable provision.

11.4      SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

          Termination of this Memorandum for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to such Party or which thereafter may accrue in respect of any
          act or omission prior to such termination.

11.5      COSTS

          Each Party shall bear its own costs incurred by it to its attorneys
          and other professional advisors for the preparation and signing of
          this Memorandum.

11.6      ENTIRE AGREEMENT

          This Memorandum constitutes the entire agreement between the Parties
          in relation to its subject matter and save as otherwise expressly
          provided no modification, amendment or waiver of any of the provisions
          of this Memorandum or any agreement to cancel or terminate it shall be
          effective

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          unless made in writing specifically referring to this Memorandum and
          duly signed by the Parties.

11.7      NO PARTNERSHIP

          Nothing in this Memorandum shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

11.8      FURTHER ASSURANCE

          Each Party shall co-operate with the other Party and execute and
          deliver to the other Party such other instruments and documents and
          take such other actions as may be reasonably requested from time to
          time in order to carry out, evidence and confirm the rights and the
          intended purpose of this Memorandum.

11.9      COUNTERPARTS

          This Memorandum may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Memorandum by signing any such counterpart.

11.10     SUCCESSORS BOUND

          This Memorandum shall be binding on and shall inure for the benefit of
          the successors and assigns and personal representatives (as the case
          may be) of each of the Parties.

11.11     GOOD FAITH

          Each of the Parties undertakes with each of the others to do all
          things reasonably within its power which are necessary or desirable to
          give effect to the spirit and intent of this Memorandum.

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SIGNED at Johannesburg on 12 June 2002.

                                          For:  CROWN CONSOLIDATED GOLD
                                                RECOVERIES LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution


SIGNED at Johanesburg on 12 June 2002.

                                          For:  CROWN GOLD RECOVERIES
                                                (PROPRIETARY) LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution