EX-4.22



 Exhibit 4.22 

ENS africa 
 1 north wharf
square 
 loop street foreshore cape town 8001 

p o box 2293 cape town south africa 8000 

docex 14 cape town 
 tel +2721 410
2500 fax +2721 410 2555 
 info@ensafrica.com ensafrica.com 
  

 
 ADDENDUM NO. 6 TO THE MERGER AGREEMENT 

entered into between 
 SIBANYE GOLD LIMITED 

and 
 GOLD ONE INTERNATIONAL LIMITED 

and 
 NEWSHELF 1114 PROPRIETARY LIMITED 

 

					
	 		law | tax | forensics | IP | africa		edward nathan sonnenbergs incorporated        registration number 2006/018200/21








 TABLE OF CONTENTS 
  

							
	Clause number and description	  	Page	 
			
	 1.
	 	 PARTIES
	  	 	1	  
			
	 2.
	 	 ADDENDUM NO. 6
	  	 	1	  
			
	 3.
	 	 AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 6
	  	 	1	  
			
	 4.
	 	 APPLICABILITY OF THE AGREEMENT
	  	 	3	  
			
	 5.
	 	 NO VARIATION
	  	 	3	  
			
	 6.
	 	 COUNTERPARTS
	  	 	3	  
			
	 7.
	 	 COSTS
	  	 	3	  

  

					
	 	 	law | tax | forensics | IP | africa	  	edward nathan sonnenbergs incorporated        registration number 2006/018200/21


  
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	1.	PARTIES 

  

	 	1.1.	The Parties to this addendum are- 

  

	 	1.1.1.	Sibanye Gold Limited (Registration No. 2002/031431/06), a company incorporated and registered in accordance with the laws of South Africa (“Sibanye”); 


 

	 	1.1.2.	Gold One International Limited (ABN 35094265746), a company incorporated and registered in accordance with the laws of Australia and registered in South Africa as an external company (as defined in the South African
Companies Act), under Registration No. 2009/000032/10 (“Gold One International”); and 

  

	 	1.1.3.	Newshelf 1114 Proprietary Limited (Registration No. 2010/018841/07), a company incorporated and registered in accordance with the laws of South Africa (“Newshelf 1114”), 


 

	 	 	(all of the above parties are collectively referred to herein as the “Parties”). 

  

	2.	ADDENDUM NO. 6 

  

	 	2.1.	It is recorded and agreed that this is Addendum No. 6 to the written merger agreement entered into between the Parties on 16 August 2013 (the “Agreement”), whereby the Agreement is amended in
the respects set out in clause 3 below, with effect from the date on which the Party last signing this Addendum No. 6 signs it (“Addendum No. 6 Signature Date”). 


 

	 	2.2.	Each capitalised term used but not otherwise defined in this Addendum No. 6 shall have the meaning ascribed thereto in the Agreement. 


 

	3.	AMENDMENTS TO THE AGREEMENT BY THIS ADDENDUM NO. 6 

  

	 	3.1.	The Agreement is hereby amended, with effect from the Addendum No. 6 Signature Date, in the respects set out in clauses 3.2 to 3.4 below. 


 

	 	3.2.	 Clause 14.2 of the Agreement requires of Sibanye to deliver to Gold One International a written statement specifying any objections to the Working
Capital Statement within a period of 45 (forty five) Days after Sibanye’s 



  

					
	 		law | tax | forensics | IP | africa		edward nathan sonnenbergs incorporated        registration number 2006/018200/21


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receipt of the Working Capital Statement. This reference to a period of 45 (forty five) Days is hereby replaced with a reference to a period of 75 (seventy five) Days, such that clause 14.2 of
the Agreement reads as follows: 

 “Within 75 (seventy five) Days after Sibanye’s receipt of the Working Capital
Statement, Sibanye shall have the right to deliver to Gold One International a written statement specifying any objections to the Working Capital Statement. If Sibanye does not deliver any such statement within such 75 (seventy five) Day period, the
Working Capital Statement shall become final and binding upon all Parties. If Sibanye does deliver such an objections statement, then, if Gold One International and Sibanye cannot resolve such objections within 30 (thirty) Days after Gold One
International’s receipt thereof (or such longer period as they may agree in writing), at the request of either Gold One International or Sibanye, the dispute shall be resolved by an independent firm of chartered accounts agreed to by Gold One
International and Sibanye (or, failing agreement, an independent firm of chartered accountants nominated by the President for the time being of the South African Institute of Chartered Accountants) (the “Accounting
Firm”). The Accounting Firm shall be instructed to resolve such dispute within 30 (thirty) Days after its appointment and based solely on the presentations of Gold One International and Sibanye. The resolution of such dispute by the
Accounting Firm shall be set forth in writing and shall be final and binding upon all Parties save in the case of manifest error, and the applicable portion of the Working Capital Statement, as modified by such resolution, shall become final and
binding upon the date of such resolution.” 
  

	 	3.3.	Following the amendment of clause 14.2 in the manner described in clause 3.2 above, clause 14.3 of the Agreement is hereby amended to read as follows: 


“If the Working Capital Ratio is greater than the Working Capital Position, Sibanye shall pay to Gold One International (in cash by
way of electronic funds transfer into a bank account nominated by Gold One International in writing) the excess amount required to reduce the Working Capital Ratio to the Working Capital Position. Any such amount shall be paid by Sibanye to Gold One
International by the later of (i) a period of 75 (seventy five) Days after the date of receipt by Sibanye of the Working Capital Statement; (ii) a period of 30 (thirty) Days after the date on which any dispute on the Working Capital
Statement has been finally resolved in accordance with the provisions of clause 14.2 above and (iii) a period of 30 (thirty) Days after the Delivery Date.” 
  

	 	3.4.	Following the amendment of clause 14.2 in the manner described in clause 3.2 above, clause 14.4 of the Agreement is hereby amended to read as follows: 


“If the Working Capital Ratio is less than the Working Capital Position, Gold One International shall pay to Sibanye (in cash by way
of electronic funds transfer into a bank account nominated by Sibanye in writing) the shortfall amount required to increase the Working Capital Ratio to the Working Capital Position. Any such amount shall be paid by 

  
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 Gold One International to Sibanye by the later of (i) a period of 75 (seventy five) Days
after the date of receipt by Sibanye of the Working Capital Statement; (ii) a period of 30 (thirty) Days after the date on which any dispute on the Working Capital Statement has been finally resolved in accordance with the provisions of clause
14.2 above and (iii) a period of 30 (thirty) Days after the Delivery Date.” 
  

	4.	APPLICABILITY OF THE AGREEMENT 

 Save for the amendments provided for herein, the
remaining terms and conditions contained in the Agreement shall remain and continue to be of full force and effect between the Parties, provided that should there be any conflict between the Agreement as amended and this Addendum No. 6, the
provisions of this Addendum No. 6 shall prevail. 
  

	5.	NO VARIATION 

 No variation of, or addition to or agreed cancellation of this Addendum
No. 6 shall be of any force or effect unless it is reduced to writing and signed by or on behalf of the Parties. 
  

	6.	COUNTERPARTS 

 This Addendum No. 6, may be executed and delivered in counterparts by
the Parties, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Addendum, and may be delivered by facsimile or scanned and emailed. 

 

	7.	COSTS 

 Each Party shall pay its own costs incurred in connection with the negotiation
and conclusion of this Addendum No. 6. 
  

					
	 For
  
		 SIBANYE GOLD LIMITED
  
		
		 	
	 Signature:
		/s/ C Keyter		/s/ C. Farrel
			director		director/secretary
			who warrants that he / she is duly authorised thereto		who warrants that he / she is duly authorised thereto
		 	
	 Name:
		C Keyter		C. Farrel
		 	 
	 Date:
		15/5/2014		15/5/2014
		 	 
	 Place:
		Westonaria		Westonaria
		 	
	 Witness:
		ILLEGIBLE		ILLEGIBLE
		 	
	 Witness:
		 		 


  
 3 









					
			
	 For
  
		 GOLD ONE INTERNATIONAL LIMITED
  
		
		 	
	 Signature:
		/s/ C Chadwick		/s/ P Kruger
			director		director/secretary
			who warrants that he / she is duly authorised thereto		who warrants that he / she is duly authorised thereto
		 	
	 Name:
		C Chadwick		/s/ P Kruger
		 	 
	 Date:
		15 May 2014		15 May 2014
		 	 
	 Place:
		Weltevreden Park		Weltevreden Park
		 	
	 Witness:
		ILLEGIBLE 		ILLEGIBLE 
		 	
	 Witness:
		 		 
			
	 For
  
		 NEWSHELF 1114 PROPRIETARY LIMITED
  
		
		 	
	 Signature:
		/s/ C Chadwick		 /s/ P Kruger 

			director		director/secretary
			who warrants that he / she is duly authorised thereto		who warrants that he / she is duly authorised thereto
		 	
	 Name:
		C Chadwick		 /s/ P Kruger 

		 	 
	 Date:
		15 May 2014		15 May 2014
		 	 
	 Place:
		Weltevreden Park		Weltevreden Park
		 	
	 Witness:
		ILLEGIBLE		ILLEGIBLE
		 	
	 Witness:
		 		 


  
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