exv4w28





Exhibit
4.28



Master Co-operation Agreement






Hidden Valley Services Limited




Wafi-Golpu Services Limited




Morobe Exploration Services Limited




Harmony Gold (PNG Services) Pty Limited




Newcrest Mining Limited




Blake Dawson




Level 36, Riverside Centre

123 Eagle Street

Brisbane QLD 4000

Australia




T 61 7 3259 7000

F 61 7 3259 7111




Reference

RAF JMCS 07 1427 3151




© Blake Dawson 2008




 









 





Blake Dawson




Contents




	 	 	 	 	 	 	 	 	 
	RECITALS	 	 	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	1.	 	INTERPRETATION	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	5	 
	 
	 	1.2	 	Joint Venture Agreement definitions apply	 	 	6	 
	 
	 	1.3	 	Rules for interpreting this document	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	2.	 	CO-OPERATION	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	General	 	 	6	 
	 
	 	2.2	 	Shared Rights	 	 	6	 
	 
	 	2.3	 	Proposal to share	 	 	7	 
	 
	 	2.4	 	Meeting	 	 	7	 
	 
	 	2.5	 	Services provided by HGPL or NML	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	3.	 	RELATIONSHIP OF THE VENTURERS	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	Several liability	 	 	8	 
	 
	 	3.2	 	Joint Ventures not affected	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	4.	 	CONFIDENTIALITY	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Use and disclosure of Confidential Information	 	 	8	 
	 
	 	4.2	 	Disclosures to personnel and advisers	 	 	8	 
	 
	 	4.3	 	Disclosures required by law	 	 	8	 
	 
	 	4.4	 	Recipient’s return or destruction of documents	 	 	9	 
	 
	 	4.5	 	Security and control	 	 	9	 
	 
	 	4.6	 	Survival of obligations	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	5.	 	TERMINATION	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Term	 	 	9	 
	 
	 	5.2	 	Survival of claims and obligations	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	6.	 	ASSIGNMENT	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	7.	 	NOTICES	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1	 	How to give a notice	 	 	10	 
	 
	 	7.2	 	When a notice is given	 	 	10	 
	 
	 	7.3	 	Address for notices	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	8.	 	GENERAL	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.1	 	Governing law	 	 	11	 
	 
	 	8.2	 	Giving effect to documents	 	 	11	 
	 
	 	8.3	 	Waiver of rights	 	 	11	 
	 
	 	8.4	 	Severance	 	 	12	 
	 
	 	8.5	 	Operation of indemnities	 	 	12	 
	 
	 	8.6	 	Consents	 	 	12	 
	 
	 	8.7	 	Exclusion of contrary legislation	 	 	12	 
	 
	 	8.8	 	Counterparts	 	 	12	 






Master Co-operation Agreement




 









 





Blake Dawson





	 	 	 	 	 	 	 	 	 
	 
	 	8.9	 	Attorneys	 	 	12	 






Master Co-operation Agreement




 









 





Blake Dawson




Master Co-operation Agreement




DATE                     2008




PARTIES





Hidden Valley Services Limited, a company incorporated in PNG, the registered
office of which is Level 4, Mogoru Moto Building, Champion Parade, Port
Moresby, as agent for the Hidden Valley JV (HVSL)




Wafi-Golpu Services Limited, a company incorporated in PNG, the registered office
of which is Level 4, Mogoru Moto Building, Champion Parade, Port Moresby, as agent
for the Wafi-Golpu JV (WGSL)




Morobe Exploration Services Limited, a company incorporated in PNG, the registered
office of which is Level 4, Mogoru Moto Building, Champion Parade, Port Moresby,
as agent for the Exploration Portfolio JV (MESL)




Harmony Gold (PNG Services) Pty Limited ACN 083 828 853, a company registered in
Queensland, the registered office of which is Level 2, 189 Coronation Drive,
Milton, Brisbane, Queensland, Australia (HGPL)




Newcrest Mining Limited ABN 20 005 683 625 a company registered in
Victoria, the registered office of which is Level 9, 600 St Kilda Road,
Melbourne, Victoria, Australia (NML)



RECITALS





	A.	 	Under the terms of a joint venture agreement, MCG and Newcrest PNG 1
Limited have agreed to establish a joint venture to be known as the Hidden Valley JV for the
exploration for, and the development, mining and production of, Mineral Products in certain
Tenements. HVSL has been established to operate the Hidden Valley JV.
	 
	B.	 	Under the terms of a joint venture agreement, Wafi and Newcrest PNG 2
Limited have agreed to establish a joint venture to be known as the Wafi-Golpu JV for the
exploration for, and the development, mining and production of, Mineral Products in certain
Tenements. WGSL has been established to operate the Wafi-Golpu JV.
	 
	C.	 	Under the terms of a joint venture agreement MCG, Wafi, Morobe Exploration
Limited and Newcrest PNG 3 Limited have agreed to establish a joint venture to be known as the
Exploration Portfolio JV for the exploration for, and development, mining and
production of, Mineral Products in certain Tenements. MESL has been established to operate the
Exploration Portfolio JV.
	 
	D.	 	To facilitate the establishment and operation of each JV, it may be
necessary, from time to time, for any asset held, service provided or personnel employed or engaged by a
JV, HGPL or NML (Right Holder) to be used by or shared with another JV (Sharing JV).
	 
	E.	 	This document records the procedure and principles under which the
Operators may agree that any asset held, service provided or personnel employed or engaged by the Right
Holder can be shared with another JV.
	 
	F.	 	The parties intend that separate services agreements will be entered into
between HGPL and each JV and between NML and each JV to provide with more detail the terms on





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Blake Dawson





which HGPL and NML will provide services to each JV. It is proposed that
these documents will supplement this document.




	1.	 	INTERPRETATION
	 
	1.1	 	Definitions






Allocation Percentage means, in any calendar month, the total employee wages for a
JV as a proportion of the total employee wages for all JVs determined
retrospectively on the total employee wages for the previous month.




Confidential Information means information that:




	 	(a)	 	relates to the business, asset or affairs of the disclosing
party (or any of its related corporations); and
	 
	 	(b)	 	is made available by or on behalf of the disclosing party
to the receiving party, or is otherwise obtained by or on behalf of the receiving party in connection
with the operation of this document.






Confidential Information may be made available or obtained directly or
indirectly, and before, on or after the date of this document.




Exploration Portfolio JV means the joint venture established under the
Exploration Portfolio Joint Venture Agreement dated 22 May 2008 between
MCG, Wafi, Morobe Exploration Limited, Newcrest PNG 3 Limited and MESL.




Government Agency means:




	 	(c)	 	a government or government department or other body;
	 
	 	(d)	 	a governmental, semi-governmental or judicial person
including a statutory corporation; or
	 
	 	(e)	 	a person (whether autonomous or not) who is charged with
the administration of a law.






Hidden Valley JV means the joint venture established under the Hidden Valley
Joint Venture Agreement dated 22 May 2008 between MCG, Newcrest PNG 1
Limited and HVSL.




JV means each of the Hidden Valley JV, the Wafi Golpu JV and the Exploration
Portfolio JV.




Operator means each of:




	 	(a)	 	HVSL, WGSL and MESL (acting on behalf of their respective JVs); and
	 
	 	(b)	 	HGPL and NML (both acting as principal).






PNG means the Independent State of Papua New Guinea.




Price means the price calculated for use of a Shared Right by the Sharing JV.




Right Holder has the meaning given to it in Recital D of this document.




Shared Right means any assets held, services provided or personnel employed or
engaged by a Venturer or HGPL or NML that may be shared with another JV, being the



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Shared Rights listed in Schedule 1 and any additional shared rights agreed by the
parties under clause 2.




Sharing JV has the meaning given to it in Recital D of this
document.




Venturer means a Venturer under any of the JVs.




Wafi-Golpu JV means the joint venture established by the Wafi-Golpu Joint
Venture Agreement dated 22 May 2008 between Wafi, Newcrest PNG 2 Limited and
WGSL.




	1.2	 	Joint Venture Agreement definitions apply






Any other term used in this document that is capitalised has the meaning given to
it in the agreements constituting the JVs.




	1.3	 	Rules for interpreting this document






	 	(a)	 	The rules set out in clauses 1.2 and 1.3 of the agreements
constituting the JVs as amended, apply in interpreting this document, except where the context
makes it clear that a rule is not intended to apply.
	 
	 	(b)	 	A reference to a clause in this document is a
references to a clause in this document unless specifically stated otherwise in this document.
	 
	 	(c)	 	A reference to a party in this document is a reference to a
party to this document unless specifically stated otherwise in this document.






	2.	 	CO-OPERATION
	 
	2.1	 	General






	 	(a)	 	If a JV requires the use of a Shared Right, the Operator of
that JV and the Operator of the Right Holder must use reasonable endeavours to agree the
terms and conditions on which the Shared Right can be shared.
	 
	 	(b)	 	Each Operator agrees with each other Operator that it must
act in good faith, honestly and reasonably in complying with its obligations under this document.






	2.2	 	Shared Rights






	 	(a)	 	The Price is to be paid by the Operator of the Sharing JV to
the Operator of the Right Holder and must not be grossed up to account for any deductions or
withholdings in respect of Taxes.
	 
	 	(b)	 	Schedule 1 identifies the basis for calculating the price in
respect of each Shared Right.
	 
	 	(c)	 	If at any time an applicable law obliges a party to this
document (the Payor) to make a deduction or withholding in respect of Taxes from a payment to
another party to this document (the Payee) in respect of any Shared Right, the
Payor must pay to the relevant Government Agency on time the full amount of deduction
or withholding and promptly deliver to the Payee a copy of any receipt,
certificate or other proof of payment.
	 
	 	(d)	 	Schedule 1 may be varied by the agreement in writing of all
of the Operators and each applicable Right Holder and the parties to this document shall use all
reasonable endeavours to agree within 30 days of the date of this document,
the applicable rates for the services provided for the period on and from 1
August 2008





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Blake Dawson





to (and including) 30 June 2009 by Harmony Gold (PNG Services) Pty Ltd
or Newcrest Mining Limited which are set out in item 5 of Schedule 1.




	2.3	 	Proposal to share






For a Shared Right that is not listed in Schedule 1, the Operator of a JV that
seeks to be a Sharing JV must submit a written proposal to the Operator of a Right
Holder identifying the Shared Right and setting out the terms and conditions upon
which it is proposed to share the Shared Right. This proposal must include the
following terms:




	 	(a)	 	the Price;
	 
	 	(b)	 	the period for which the Sharing JV proposes to share the Shared Right;
	 
	 	(c)	 	the obligations of the Operator of the Sharing JV:






	 	(i)	 	to notify the Operator of the Right Holder immediately of any
significant event which occurs concerning the Shared Right;
	 
	 	(ii)	 	to take any action that may be
required to maintain and protect the Shared Right;
	 
	 	(iii)	 	to keep adequate records of accounts
and operations in respect of the Shared Right;
	 
	 	(iv)	 	subject to the provision of reasonable
notice, to give the Operator of the Right Holder’s nominated personnel
and any person who has that Operator’s written authority:






	 	(A)	 	access to the site where
the Shared Right is being or is to be
used; and
	 
	 	(B)	 	any information relating to the
use of the Shared Right that the
Operator of the Right Holder reasonably requires,






and allow any of those persons to:




	 	(C)	 	observe and inspect the Shared
Right and the Sharing JV’s use of
the Shared Right; and
	 
	 	(D)	 	review and copy any documents
relevant to the use of Shared
Right; and






	 	(v)	 	to indemnify the Right Holder and its
employees and officers and the Operator of the Right Holder and its
employees and officers (those indemnified) against any Liability
(including legal expense), damage, injury (including disease or
illness), death (together Loss) which those indemnified suffer,
sustain or incur as a result of any wrongful or negligent act or
omission, by the Sharing JV which arises out of the use of the Shared
Right except to the extent that any wrongful or negligent act or
omission of those indemnified caused the Loss.






	2.4	 	Meeting






No later than 20 Business Days after the Operator of the Right Holder receives a
written proposal from the Operator of the Sharing JV pursuant to clause 2.3, the
Operator of the Right Holder and the Operator of the Sharing JV will meet to
discuss the proposal and use reasonable endeavours to agree the terms and
conditions of the shared use of the Shared Right.



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Blake Dawson







	2.5	 	Services provided by HGPL or NML






Where HGPL or NML provides services to a JV, the aggregate fees will be
increased by 7.5% or any other amount agreed by the parties from time to time.




	3.	 	RELATIONSHIP OF THE VENTURERS
	 
	3.1	 	Several liability






Each Venturer’s liability under this document is, and any agreement entered into
pursuant to clause 2.1(a) is several in proportion to its Participating
Interest under each JV and not joint nor joint and several.




	3.2	 	Joint Ventures not affected






This document does not affect, and any agreement entered into pursuant to clause
2.1(a) will not affect, the status of each JV. During the term of this document,
the relationship of the Venturers does not constitute a partnership for any
purpose and each JV is an unincorporated joint venture constituted under each JV
agreement.




	4.	 	CONFIDENTIALITY
	 
	4.1	 	Use and disclosure of Confidential Information






A party (Recipient) which acquires Confidential Information of another party
(Discloser) must not:




	 	(a)	 	use any of the Confidential Information except to the extent
necessary to exercise its rights and perform its obligations under this document; or
	 
	 	(b)	 	disclose any of the Confidential Information except in
accordance with clause 4.2 or 4.3.






	4.2	 	Disclosures to personnel and advisers






	 	(a)	 	The Recipient may disclose Confidential Information to an
officer, employee, agent,
contractor, or legal, financial or other professional adviser if:






	 	(i)	 	the disclosure is necessary to enable the Recipient to perform its
obligations or to exercise its rights under this document; and
	 
	 	(ii)	 	prior to disclosure, the Recipient informs the person of the
Recipient’s obligations in relation to the Confidential Information under this
document and obtains an undertaking from the person to comply with
those obligations.






	 	(b)	 	The Recipient must ensure that any person to whom
Confidential Information is
disclosed under clause 4.2(a) keeps the Confidential Information confidential and
does not use it for any purpose other than as permitted under clause 4.2(a).






	4.3	 	Disclosures required by law






	 	(a)	 	Subject to clause 4.3(b), the Recipient may
disclose Confidential Information that the Recipient is required to
disclose:






	 	(i)	 	by law or by order of any court or tribunal of competent jurisdiction;
or





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Blake Dawson







	 	(ii)	 	by any Government Agency, stock exchange or other regulatory
body.






	 	(b)	 	If the Recipient is required to make a disclosure
under clause 4.3(a), the Recipient must:






	 	(i)	 	to the extent possible, notify the Discloser immediately it
anticipates that it may be required to disclose any of the Confidential Information;
	 
	 	(ii)	 	consult with and follow any
reasonable directions from the Discloser to minimise disclosure; and
	 
	 	(iii)	 	if disclosure cannot be avoided:






	 	(A)	 	only disclose Confidential
Information to the extent necessary to
comply; and
	 
	 	(B)	 	use reasonable efforts to
ensure that any Confidential Information
disclosed is kept confidential.






	4.4	 	Recipient’s return or destruction of documents






On written request by the Discloser, the Recipient must immediately:




	 	(a)	 	deliver to the Discloser all documents and other materials
containing, recording or
referring to Confidential Information; and
	 
	 	(b)	 	erase or destroy in another way all electronic and
other intangible records
containing, recording or referring to Confidential Information,






which are in the possession, power or control of the Recipient or of any person to
whom the Recipient has given access.




	4.5	 	Security and control






The Recipient must:




	 	(a)	 	keep effective control of the Confidential Information; and
	 
	 	(b)	 	ensure that the Confidential Information is secure
from theft, loss, damage or
unauthorised access or alteration.






	4.6	 	Survival of obligations






The obligations in this clause 4 survive any termination or expiry of this
document.




	5.	 	TERMINATION
	 
	5.1	 	Term






This document commences on the date that it is executed and continues until, the
first of the following to occur of:




	 	(a)	 	the parties by agreement in writing, terminate this document
with effect from the
date agreed by those parties; and
	 
	 	(b)	 	the first day on which there is only one, or no, JV in
existence and the activities of
all terminating JVs are properly wound up.





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	5.2	 	Survival of claims and obligations






The termination of this document does not affect any claim or obligation that a
party may have at the date of termination.




	6.	 	ASSIGNMENT






A party must not may assign, transfer or novate its rights, interests or
obligations under this document without the consent of the other parties.




	7.	 	NOTICES
	 
	7.1	 	How to give a notice






A notice, consent or other communication under this document is only effective if
it is:




	 	(a)	 	in writing, signed by or on behalf of the person giving it;
	 
	 	(b)	 	addressed to the person to whom it is to be given; and
	 
	 	(c)	 	either:






	 	(i)	 	delivered or sent by
pre-paid mail (by airmail, if the addressee is overseas) to
that person’s address; or
	 
	 	(ii)	 	sent by fax to that person’s fax
number and the machine from which it is sent produces a report that
states that it was sent in full.






	7.2	 	When a notice is given






A notice, consent or other communication that complies with this clause is
regarded as given and received:




	 	(a)	 	if it is delivered or sent by fax:






	 	(i)	 	by 5.00 pm (local time in the place of receipt) on a Business
Day —
on that day; or
	 
	 	(ii)	 	after 5.00 pm (local time in the
place of receipt) on a Business Day, or on a day that is not a
Business Day — on the next Business Day; and






	 	(b)	 	if it is sent by mail:






	 	(i)	 	within Papua New Guinea — 3 Business Days after posting; or
	 
	 	(ii)	 	to or from a place outside Papua
New Guinea — 7 Business Days after posting.






	7.3	 	Address for notices






A person’s address and fax number are those set out below, or as the person
notifies the sender:



	 	 	 
	HVSL
	 	 
	Address:

	 	Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, Australia
	Fax number:

	 	+61 7 3320 3740
	AND TO:
	 	 
	Address:

	 	Level 4, Mogoru Moto Building, Champion Parade, Port Moresby






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Blake Dawson




	 	 	 
	Fax number:

	 	+ 675 309 2099
	Attention:

	 	Company Secretary
	 
	 	 
	WGSL
	 	 
	Address:

	 	Level 2, 189 Coronation Drive, Milton, Brisbane, Queensland, Australia
	Fax number:

	 	+61 7 3320 3740
	AND TO:
	 	 
	Address:

	 	Level 4, Mogoru Moto Building, Champion Parade, Port Moresby
	Fax number:

	 	+ 675 309 2099:
	Attention:

	 	Company Secretary
	 
	 	 
	MESL
	 	 
	Address:

	 	Level 2,189 Coronation Drive, Milton, Brisbane, Queensland, Australia
	Fax number:

	 	+61 7 3320 3740
	AND TO:
	 	 
	Address:

	 	Level 4, Mogoru Moto Building, Champion Parade, Port Moresby
	Fax number:

	 	+ 675 309 2099
	Attention:

	 	Company Secretary
	 
	 	 
	HGPL
	 	 
	Address:

	 	Level 2,189 Coronation Drive, Milton, Brisbane, Queensland, Australia
	Fax number:

	 	+61 7 3320 3740
	Attention:

	 	Company Secretary
	 
	 	 
	NML
	 	 
	Address:

	 	Level 9, 600 St Kilda Road, Melbourne, Victoria, Australia
	Fax number:

	 	+61 3 9521 3546
	Attention:

	 	Company Secretary







	8.	 	GENERAL
	 
	8.1	 	Governing law






	 	(a)	 	This document is governed by the laws of PNG.
	 
	 	(b)	 	Each party submits to the jurisdiction of the courts of PNG and of any court
that may hear appeals from any of those courts, for any proceedings in connection with
this document.






	8.2	 	Giving effect to documents






Each party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that any other party may
reasonably require to give full effect to this document.




	8.3	 	Waiver of rights






A right may only be waived in writing, signed by the party giving the waiver, and:




	 	(a)	 	no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of
the right;
	 
	 	(b)	 	a waiver of a right on one or more occasions does not operate as a waiver of
that right or as an estoppel precluding enforcement of that right if it arises again;
and
	 
	 	(c)	 	the exercise of a right does not prevent any further exercise of that right
or of any other right.





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Blake Dawson





	8.4	 	Severance






Any provision of this document which is unenforceable or partly unenforceable is, where
possible, to be severed to the extent necessary to make this document enforceable, unless
this would materially change the intended effect of this document.




	8.5	 	Operation of indemnities






	 	(a)	 	Each indemnity in this document survives the expiry or termination
of this document.
	 
	 	(b)	 	A party may recover a payment under an indemnity in this document before
it makes the payment in respect of which the indemnity is given.






	8.6	 	Consents






Where this document contemplates that a party may agree or consent to something
(however it is described), the party may:




	 	(a)	 	agree or consent, or not agree or consent, in its absolute discretion; and
	 
	 	(b)	 	agree or consent subject to conditions,
	 
	 	unless this document expressly contemplates otherwise.






	8.7	 	Exclusion of contrary legislation






Any legislation that adversely affects an obligation of a party, or the exercise by a party
of a right or remedy, under or relating to this document is excluded to the full extent
permitted by law.




	8.8	 	Counterparts






This document may be executed in counterparts.




	8.9	 	Attorneys






Each person who executes this document on behalf of a Party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney.



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Schedule 1




SHARED RIGHTS AND PRICE




	 	 	 	 	 
	No.	 	Shared Right	 	Calculation of Price
	 
	 	 	 	 
	1.

	 	Employment contracts for PNG based staff
	 	The actual cost of
wages incurred by
the Right Holder,
plus any agreed
charge for
overheads,
multiplied by the
Allocation
Percentage for the
relevant JV.
	 
	 	 	 	 
	2.

	 	Travel expenses (including aircraft charter)
	 	Allocation per
person of actual
cost according to
their primary
position in a JV as
identified in the
organisational
chart for all of
the JVs plus any
agreed charge for
overheads.
	 
	 	 	 	 
	3.

	 	Drilling Services
	 	Allocation of
actual cost in
accordance with
ownership of the
tenement at which
the drilling
services are used
plus any agreed
charge for
overheads.
	 
	 	 	 	 
	4.

	 	Shared business services comprising
the 
following:
 
	 	Allocation of
actual cost to each
JV according to the
Allocation
Percentage plus any
agreed charge for
overheads.
	 

	 	supply and logistics;	 
	 
	 	 	 	 
	 

	 	human resources, safety and training;	 	 
	 
	 	 	 	 
	 

	 	third party information technology (in PNG);	 	 
	 
	 	 	 	 
	 

	 	licences;	 	 
	 
	 	 	 	 
	 

	 	government liaison;	 	 
	 
	 	 	 	 
	 

	 	proprietary software and database (including
HAMS);and	 	 
	 
	 	 	 	 
	 

	 	accommodation at Lae.	 	 
	 
	 	 	 	 
	5.

	 	Harmony Gold (PNG Services) Pty Limited in

Brisbane, Australia or Newcrest Mining Limited in

Australia comprising the following:
	 	Allocation of
actual cost to each
JV according to the
Allocation
Percentage.
	 
	 	 	 	 
	 

	 	business services:	 	 
	 
	 	 	 	 
	 

	 	human resources and administration;	 	 
	 
	 	 	 	 
	 

	 	consulting activities in P.N.G;	 	 
	 
	 	 	 	 
	 

	 	supply and legal services; and	 	 






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	No.	 	Shared Right	 	Calculation of Price
	 
	 	 	 	 
	 

	 	proprietary software and database
(including HAMS) (outside PNG);	 	 
	 
	 	 	 	 
	 

	 	technical services:	 	 
	 
	 	 	 	 
	 

	 	mining and geology;	 	 
	 
	 	 	 	 
	 

	 	environment services;	 	 
	 
	 	 	 	 
	 

	 	safety;	 	 
	 
	 	 	 	 
	 

	 	project services;	 	 
	 
	 	 	 	 
	 

	 	Hidden Valley owners team; and	 	 
	 
	 	 	 	 
	 

	 	Wafi owners team.	 	 
	 
	 	 	 	 
	6.

	 	Harmony Gold (PNG Services) Pty Limited
employment contracts for Australian based
staff to provide services including mining,
environment and technical services
	 	The actual cost of wages incurred by the Right Holder, plus
any agreed charge for overheads, multiplied by the Allocation
Percentage for the relevant JV.
	 
	 	 	 	 
	7.

	 	Procurement of property, plant and equipment
	 	Allocation of landed cost under defined cost codes according
to which JV will use the relevant property, plant and
equipment.
	 
	 	 	 	 
	8.

	 	Insurance
	 	Allocation of actual cost of premium and any excess incurred
to each JV according to the Allocation Percentage.
	 
	 	 	 	 
	9.

	 	Electricity, fuel and other utilities
	 	Allocation of actual cost to each JV according to actual usage.
	 
	 	 	 	 
	10.

	 	Spares and maintenance
	 	Allocation of actual cost to each JV according to actual usage.
	 
	 	 	 	 
	11.

	 	Information technology licences (other than

those noted elsewhere in this schedule)
	 	Allocation of actual cost to each JV according to the
Allocation Percentage.
	 
	 	 	 	 
	12.

	 	Newcrest Mining Limited — employment
contracts for Australian based staff to
provide services including mining,
environment and technical services
	 	The actual cost of wages incurred by the Right Holder plus any
agreed charge for overheads multiplied by the Allocation
Percentage for the relevant JV.






Master Co-operation Agreement 14




 









 








Blake Dawson









Master Co-operation Agreement 15




 









 








Blake Dawson









Master Co-operation Agreement 16