Peninsula Energy Ltd.: Exhibit 4.4 - Filed by newsfilecorp.com






Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as [***]. A complete version
of this exhibit has been filed separately with the Securities and Exchange
Commission. 

ORIGINAL 

JOINT VENTURE AGREEMENT 

TASMAN PACIFIC MINERALS LIMITED 
AND 
MMAKAU
MINING (PROPRIETARY) LIMITED 




JOINT VENTURE AGREEMENT 

between 

TASMAN PACIFIC MINERALS LIMITED 

and 

MMAKAU MINING (PROPRIETARY) LIMITED 




2. 

Table of Contents 

	1.
      	Definitions
      and Interpretation 	4
      
	 	 	 
	2.
      	Preamble
      	13
      
	 	 	 
	3.
      	Suspensive
      Conditions 	14
      
	 	 	 
	4.
      	Joint
      Venture 	14
      
	 	 	 
	5.
      	Contributions
      	15
      
	 	 	 
	6.
      	Broad
      Based Participants 	19
      
	 	 	 
	7.
      	Participation
      Interests 	20
      
	 	 	 
	8.
      	Scope
      and Objects 	20
      
	 	 	 
	9.
      	Liability
      for Funding 	21
      
	 	 	 
	10.
      	Empowerment
      Provisions 	29
      
	 	 	 
	11.
      	Transfer
      of Participation Interest and pre-emptive rights 	32
      
	 	 	 
	12.
      	Forced
      Sale by Mmakau 	35
      
	 	 	 
	13.
      	Exclusivity
      	36
      
	 	 	 
	14.
      	Disputes
      	36
      
	 	 	 
	15.
      	Progress
      decisions 	39
      
	 	 	 
	16.
      	Termination
      of Joint Venture 	41
      
	 	 	 
	17.
      	Warranties
      and Representations 	43
      
	 	 	 
	18.
      	Agreement
      in respect of Exploitation 	45
      
	 	 	 
	19.
      	Intellectual
      Property Rights 	50
      
	 	 	 
	20.
      	Cession
      and Assignment 	50
      
	 	 	 
	21.
      	Confidentiality
      and Publicity 	50
      
	 	 	 
	22.
      	Domicilium
      Citandi et Executandi 	51
      
	 	 	 
	23.
      	Whole
      Agreement, No Amendment 	54
      
	 	 	 
	24.
      	Governing
      Law 	54
      
	 	 	 
	25.
      	No
      Partnership 	54
      
	 	 	 
	26.
      	Costs
      	55
      







	Annexures: 	  	  
	 	 	 
	Annex TM 1 	Current
      Mmakau Group Structure 	57

	 	 	 
	Annex TM 2 	Applications
      for Prospecting Rights 	58

	 	 	 
	Annex TM 3 	Fair Market
      Value Determination 	60
  


3 




4. 

MEMORANDUM OF AN AGREEMENT 

MADE AND ENTERED INTO BY AND BETWEEN: 

TASMAN PACIFIC MINERALS LIMITED 

AND 

MMAKAU MINING (PROPRIETARY) LIMITED 

Whereby it is agreed upon between the parties as follows:


	1. 	
      Definitions and
Interpretation




	1.1 	For purposes of this Agreement the following
      words and expressions shall have the meanings assigned to them hereunder:
    




	1.1.1 	“this Agreement” 	
      means this Joint Venture agreement together with all
      schedules and annexes hereto, as amended or substituted from time to time;
      

	  	  	
       

	1.1.2 	“Area of Interest” 	
      means all areas situated (in whole or in part) within 5
      kilometres from any point on the boundary of any of the Prospecting Right
      Areas; 

	  	  	
       

	1.1.3 	“Bankable Feasibility Study” 	
      means, in respect of each Prospecting Right, the taking
      of all such steps as may be necessary to compile and the compilation of a
      comprehensive document or documents that
addresses all matters which are customarily required for an
effective assessment of the viability of the development, funding and mining of
the relevant Prospecting Right Area, in such form and detail as are required for
the purposes of determining whether to finance the development of a commercial
mining venture on the relevant Prospecting Right Area including, but not limited
to chapters on the following: ownership, location, geology and ore reserves,
metallurgy, mining, materials handling, processing, ancillary facilities and
site services, infrastructure for and availability of labour, energy supply,
water, environmental impact studies and rehabilitation obligations, capital
costs, costs to be incurred to sustain production including initial working
capital, the time and critical path to place the mine into production and
financing requirements throughout the construction phase, financial analysis
(including price sensitivity analysis) assumptions as to mineral prices and
utilisation of a discount rate consistent with financing costs at the time as
well as project and country risks; 








5. 


	1.1.4 	“Broad Based
      Participants” 	
      means one or more South African company(ies), trust(s) or
      corporate entity(ies), existing or to be established
by Mmakau in terms of clause 6 hereof, the entire issued share
capital or beneficial interest (as the case may be) of which must be held by
Broad Based Shareholders and which company(ies) or entity(ies) will become







6. 


	 	 	(i)  	
      a participant in the Joint Venture in respect of all the
      Prospecting Right Areas; alternatively 

	 	 	 	
       

	 	 	(ii)  	
      such different companies or entities will become
      participants in respect of different Prospecting Right
  Areas; 

	 	 	 	 
	 	 	
      on the terms and subject to the conditions set out in
      clause 6 hereof; 

	 	 	
       
	
       

	1.1.5 	“Broad Based Shareholder” 	
      means those shareholders or beneficiaries, directly or
      indirectly, of the Broad Based Participants who are representative
      entities (and not individuals directly) whose beneficiaries are
      collectively: 

	  	  		
       

	1.1.5.1 	  	
      HDSA's; 

	  	  		
       

	1.1.5.2 	  	
      of significant number; and 

	  	  		
       

	1.1.5.3 		
      representative of a reasonable number, from among the
      different categories, of HDSA's including but without limitation black
      people, disabled people, black women, youths, aged people, communities,
      rural people, employees and employee representative organisations and local
communities, approved of by Taspac whose approval shall not be unreasonably
withheld or delayed; 







7. 


	1.1.6 	“Controlling
      Shareholders” 	means, in relation to Mmakau, Bridgette Radebe,
      Identity Number 600226 0756 08 5; 
	  	  	 
	1.1.7 	“the Charter” 	means the Broad Based Socio Economic
      Empowerment Charter for the South African Mining industry developed by the
      Minister of Minerals and Energy pursuant to the provisions of section 100
      of the MPRD Act, and includes the Scorecard relating thereto and all
      subsequent amendments or substitutes thereof and all additions thereto and
      shall further include all legislation, and codes of good practice and
      similar requirements having the force of law which may from time to time
      be applicable to Empowerment; 
	  	  	 
	1.1.8 	“Empowerment” 	means Broad Based Black Economic Empowerment as
      defined in, and in terms of, the Broad Based Black Economic Empowerment
      Act, No 53 of 2003 (to the extent that it may apply to the activities of
      the Joint Venture and/or the Members) and include achieving the objects
  set out in section 2(d) of the MPRD Act inaccordance with the Charter;  






8. 



	1.1.9 	“Environment” 	
      shall have the meaning assigned thereto in the National
      Environmental Management Act, No 107 of 1998; 

	  	  	
      
	 
	1.1.10 	“HDSA” 	
      means an historically disadvantaged South African
      citizen, who has been disadvantaged by racially discriminating laws and
      practices before the Interim Constitution of the Republic of South Africa,
      Act no 200 of 1993, took effect 

	  	  	
      
	 
	1.1.11 	“Intellectual Property
      Rights” 	
      means: 

      

	 	 	 	 
			
      (a) 
	
      all inventions, discoveries and novel designs, whether or
      not registered or as patents or designs, including developments or
      improvements of equipment, products, technology, processes, methods or
      techniques;  

	  	  	
      
	
       

			
      (b)  
	
      all trade marks (whether registered or unregistered) used
      by Taspac, and any associated goodwill incidental to such trade mark, and
      any styles, logos and other trade symbols; 

	  	  	
      
	
       

			
      (c)  
	
       copyright (including future copyright) throughout
      the world in all literary works, artistic works, computer software and any
      other works or subject matter in which copyright subsists and may in the future subsist, including
without limitation all drawings, sketches, artwork, photographs, technical and
other specifications, designs, business plans, notes, products and formulae;







9. 


			
      (d) 
	
      business names, trading names, company names and domain
      names; 

	  	  	
       
	 
			
      (e) 
	confidential information, trade secrets,
      know-how (including proprietary know-how and use and application
      know-how), concepts, processes, product designs, manufacturing,
      engineering and other drawings, technology, technical information, safety
      information, engineering data, design and engineering specifications,
      research records,market surveys and all promotional literature, customer
      and supplier lists and similar data and all derivatives of such material
      and improvements to such material; 
	  	  	
       
	 
	1.1.12 	“Joint Venture” 	
      means the Joint Venture formed in terms of clause 4
      hereof; 

	  	  	
       
	 
	1.1.13 	“Joint Venture Area” 	
      means the total area in respect of which the Prospecting
      Rights (or such of them as may from time to time be
held by Taspac) apply(ies); 







10. 


	1.1.14 	“Management Committee” 	
      means the management committee established in terms of
      clause 9.4.1 hereof; 

	  	  	
       

	1.1.15 	“Members” 	
      means, in relation to the Joint Venture, Taspac and
      Mmakau and after having given effect to the provisions of clause 6 read
      with clause 11.6 shall include the Broad Based Participants and
      “Member” shall mean either of them; 

	  	  	
       

	1.1.16 	“the Minerals” 	
      means Uranium and/or Molybdenum and the ores thereof;
    

	  	  	
       

	1.1.17 	“Mmakau” 	
      means Mmakau Mining (Proprietary) Limited, a private
      company with limited liability registered and incorporated in accordance
      with the laws of South Africa with Registration Number 1995/000458/07;
    

	  	  	
       

	1.1.18 	“MPRD Act” 	
      means the Mineral and Petroleum Resources Development
      Act, No 28 of 2002; 

	  	  	
       

	1.1.19 	“Participation Interest” 	
      means, in relation to a Member, the ownership interest,
      expressed as percentage, of a Member in the Joint Venture, including the
      rights and obligations associated therewith, including losses,
      liabilities, expenditure, management control and the benefits of
      contributions by the Members to the Joint Venture and further including the Prospecting Rights and
any undivided share(s) therein held by the Members , or any of them, from time
to time; 







11. 


	1.1.20 	“Pre-feasibility Study”
	
      means the conduct of such prospecting activities, sample
      analyses, geological modelling, reserve estimation and mine modelling as
      may be reasonably necessary to enable the Members to take an informed
      decision whether or not the undertaking of the Bankable Feasibility Study
      is reasonably justified. The parties record that execution of the
      prospecting work programme submitted in support of the application for the
      Prospecting Right will substantially constitute the Pre- feasibility
      study; 

	  	  	
       

	1.1.21 	“Prospecting Rights” 	
      means the six Prospecting Rights in respect of the
      Minerals which Taspac took steps to acquire pursuant to the Prospecting
      Right Applications and shall include any renewal thereof and any retention
      permits and renewals thereof obtained pursuant to such prospecting right,
      any amendment thereto all as contemplated in the MPRD Act; 

	  	  	
       

	1.1.22 	“Prospecting Right Area”
    	
      means, in relation to each of the Prospecting Rights, the
      area in respect of which such Prospecting Right
applies from time to time; 







12. 


	1.1.23 	“Prospecting Right
      Applications” 	
      means the six applications for prospecting rights made by
      Taspac in terms of section 16 of the MPRD Act to prospect for the Minerals
      which applications are more fully described an Annex TM 2 hereto; and
    

	  	  	
       

	1.1.24 	“Requirement” 	
      means, in relation to Empowerment, a requirement of any
      legislation or other law, the Charter, any code of Good Practice,
      governmental policy or practice to achieve or maintain HDSA ownership,
      HDSA managerial participation in, or HDSA benefits by any enterprise and
      “Required” shall bear a corresponding meaning; 

	  	  	
       

	1.1.25 	“the Suspensive
      Condition” 	
      means the Suspensive Condition set out in clause 3.1;
    

	  	  	
       

	1.1.26 	“Taspac” 	
      means Tasman Pacific Minerals Limited, an Australian
      public company with limited liability registered and incorporated in
      accordance with the Laws of Australia with Registration Number 112 181 165
      and registered as an external company in terms of section 322 of the South
      African Companies Act, No 61 of 1973 with Registration Number
      2006/001646/10. 




	1.2 	If any provision in a definition is a
      substantive provision, conferring rights or imposing obligations on any
      party, notwithstanding that such provision is only contained in a
      definition, effect shall be given thereto as if such provision were a substantive provision contained in
the body of this Agreement. 






13. 


	1.3 	Unless inconsistent with the context, words
      referring to: 



	1.3.1 	
      one gender include a reference to the other gender;
    

	 	
       

	1.3.2 	
      the singular include the plural and visa versa; and
    

	 	
       

	1.3.3 	
      natural persons include legal persons and visa versa.
    




	1.4 	
      Any schedules and annexures to this Agreement shall be
      deemed to form part of this Agreement and shall have the same force and
      effect as if expressly set out in the body hereof. 

	  	
       

	1.5 	
      The index to this Agreement and the headings of clauses
      and of the schedules and annexures, are for convenience only and shall not
      affect the interpretation hereof. 

	  	
       

	1.6 	
      The rule of interpretation that an agreement shall be
      interpreted against the party primarily responsible for the drafting
      thereof shall not apply. 

	  	
       

	1.7 	
      The terms “include” and “including” shall
      mean without limitation. 




	2. 	
      Preamble




	2.1 	
      Taspac lodged applications for the Prospecting Rights at
      the offices of the relevant Regional Managers of the Department of
      Minerals and Energy which applications had been accepted in accordance
      with the provisions of section 16(4) of the MPRD Act; 

	  	
       

	2.2 	
      the parties wish to give effect to Empowerment by
      substantially and meaningfully expanding opportunities for HDSA's ,
      including women, to enter the mineral industry and to benefit from the
      exploitation of the Nation's mineral resources in accordance with the MPRD
      Act and the Charter; 







14. 

	2.3 	
      the parties wish to form a joint venture in respect of
      the Prospecting Rights, if and when obtained, on the terms and subject to
      the conditions set out herein; and 

	  	
      

	2.4 	
      the parties wish to record their agreement in writing.
      




	3. 	
      Suspensive Conditions




	3.1 	
      The rights and obligations of the parties under this
      Agreement (other than those set out in this clause 3 and clauses 14 to 26
      inclusive) are subject to and conditional upon fulfilment or waiver of the
      following suspensive condition on or before 17h00 on 31 December 2007 or
      such extended dates agreed to in writing before such date (“the
      Termination Date”) that Taspac obtains at least one Prospecting Right
      pursuant to the Prospecting Right Applications. 

	  	
      

	3.2 	
      In order to procure fulfilment of the Suspensive
      Condition, Taspac undertakes to use all reasonable endeavours to pursue
      the Prospecting Right Applications and Mmakau undertakes to co-operate
      with Taspac and to render such support and assistance to Taspac as may be
      reasonably necessary to obtain the Prospecting Rights. 

	  	
      

	3.3 	
      The condition set out in 3.1 has been stipulated for the
      benefit of both Taspac and Mmakau and may only be waived or amended by
      written agreement between Taspac and Mmakau before the Termination Date.
      

	  	
      

	3.4 	
      In the event that the Suspensive Condition not being
      fulfilled or waived by the Termination Date, the rights and obligations of
      the parties pursuant to this clause 3 will terminate and subject to the
      parties having complied with their respective obligations in terms of
      clause 3.2, neither party shall (other than in respect of a breach of
      clause 3.2 prior to the Termination Date) have any claim against the other
      arising from the non-fulfilment of the Suspensive Condition.
  




	4. 	
      Joint Venture




	4.1 	formation 
	 	 
	 	Taspac and Mmakau hereby agree to form a Joint Venture to
      be known as the Taspac Mmakau Joint Venture, in respect of the Prospecting
      Rights and in relation to the Joint Venture Area, on the terms and
    conditions set out in this Agreement.  







15. 

	4.2 	commencement and duration 
	  	  
		The Joint Venture contemplated in 4.1 shall
      take effect on the date on which Taspac obtains the first of the
      Prospecting Rights pursuant to the Prospecting Right Applications and
      shall terminate upon the earlier of: 



	4.2.1 	
      the date on which the last of the Prospecting Rights is
      either abandoned or lapses without having obtained a Mining Right in
      respect thereof or when a decision by the Members are taken, pursuant to
      an agreement as contemplated in clause 15, to develop the last Prospecting
      Right Area as a mining project; 

	  	
      

	4.2.2 	
      the date of termination of the Joint Venture in
      accordance with the provisions of this Agreement (other than as
      contemplated in clause 4.2.1); or 

	  	
      

	4.2.3 	
      the date on which the parties agree, in terms of an
      agreement in respect of the joint exploitation of the Prospecting Right
      Area contemplated in clause 15, to terminate the Joint Venture.
  




	5. 	
      Contributions




	5.1 	Taspac 
	 	 
	 	Taspac will, at its own cost and
      expense, contribute and make available to the Joint
  Venture;  




	5.1.1 	
      each of the Prospecting Rights or such of them as may be
      obtained by Taspac before 31 December 2009 or any undivided share therein
      held by Taspac from time to time; 









16. 

	5.1.2 	
      its knowledge, experience and skills in all aspects of
      prospecting for the Minerals which will be made available through the
      members appointed by it to the Management Committee; and 

	  	
       

	5.1.3 	
      the services of such of its personnel as may be
      reasonably necessary and as reasonably required by the Management
      Committee to achieve the objects of the Joint Venture on the basis that
      the actual cost of such services to Taspac shall, subject to such costs
      being reflected in a budget approved in terms of clause 9.4.14 or clause
      9.4.15, be costs of the Joint Venture, which costs shall be funded as set
      out in clause 9. 




	5.2 	Mmakau 
	  	  
		As Taspac's principal black empowerment partner
      in respect of the Joint Venture Area, Mmakau will, at its own cost and
      expense, contribute and make available to, and for the benefit of, the
      Joint Venture: 



	5.2.1 	
      all undivided shares in the Prospecting Rights or any of
      them, held by Mmakau from time to time 

	  	
       

	5.2.2 	
      its skills, knowledge and experience in all aspects of
      the South African prospecting and mining industries. 

	  	
       

	5.2.3 	
      the services of such of its personnel as may be
      reasonably necessary and as reasonably required by the Management
      Committee to achieve the objects of the Joint Venture and to ensure the
      active participation in the operations of the Joint Venture on the basis
      that the actual cost of such services to Mmakau, shall, subject to such
      costs being reflected in a budget approved in terms of clause 9.4.14 or
      clause 9.4.15 be costs of the Joint Venture, which costs shall be funded
      as set out in clause 9. 







17. 

	5.2.4 	advice to the Joint Venture and making
      recommendations to the Management Committee on achieving the Empowerment
      objectives of the Joint Venture in the following major transformation
      areas: 



	5.2.4.1 	
      governance and strategies, including monitoring the
      status of transformation strategy implementation and formulation of action
      plans; 

	 	
       

	5.2.4.2 	
      management of employment equity; 

	 	
       

	5.2.4.3 	
      human resource development; 

	 	
       

	5.2.4.4 	
      skills development, including strategic direction and
      prioritisation of employee development and training efforts: 

	 	
       

	5.2.4.5 	
      corporate social investment and responsibility;


	 	
       

	5.2.4.6 	
      business improvement programmes including systems for
      employee performance review; and 




	5.2.5 	rendering, subject to the Management
      Committee's instructions from time to time, the following services to the
      Joint Venture: 



	5.2.5.1 	
      promoting the Joint Venture as a black empowered venture;
      

	  	
      

	5.2.5.2 	
      assisting the Joint Venture in the measurement of
      compliance with Empowerment laws, the Charter and other Empowerment
      guidelines; 

	  	
      

	5.2.5.3 	
      liasing with the public and the private sector to promote
      the Joint Venture's initiative and to enhance and/or protect the Joint
      Venture's existing and future business opportunities; 

	  	
      

	5.2.5.4 	
      assisting the Joint Venture in affirmative action and
      affirmative procurement policies programmes and general advice on
      strategies to enhance the Joint Venture's Empowerment objectives; and
    




	5.2.6 	
      assuming the obligations to comply with the provisions of
      clause 6. 







18. 

	5.3 	Prospecting Rights




	5.3.1 	
      obtaining 

	  	
      

		
      Taspac undertakes to use all reasonable commercial
      endeavours to obtain the Prospecting Rights. 

	  	
      

	5.3.2 	
      Mmakau support 

	  	
      

		
      Mmakau undertakes to afford to Taspac all such assistance
      and suppport as may be reasonably commercially available to it and as may
      be reasonable required by Taspac to obtain the Prospecting Rights.
  

	  	
      

	5.3.3 	
      retention of ownership 

	  	
      

		
      Taspac undertakes, at all times during the existence of
      the Joint Venture and for the exclusive benefit of the Joint Venture, to
      use all reasonable commercial endeavours to retain ownership and the
      validity of the Prospecting Rights or such thereof as the Joint Venture
      may from time to time apply. 

	  	
      

	5.3.4 	
      transfer of undivided shares 

	  	
      

		
      Mmakau shall be entitled, at any time during the
      existence of the Joint Venture, to require Taspac to transfer to it, an
      undivided share in the Prospecting Rights or any of them equal to Mmakau's
      then Participation interest in the Joint Venture, subject to the
      following: 




	5.3.4.1 	
      the grant of the Minister's consent to such transfer as
      contemplated in section 11 of the MPRD Act; 

	  	
       

	5.3.4.2 	
      in order to ensure that the Member's respective
      percentage ownership interests in the Prospecting Rights will be equal to
      their respective Participation Interests in the Joint Venture, the parties
      agree as follows. In the event that Mmakau's Participation Interest
      changes for any reason, Mmakau shall be obliged, forthwith after such
      change occurring, and at its own cost and expense, to obtain the Minister's consent to, and to
procure the transfer and registration of transfer of an undivided share in each
Prospecting Right in which Mmakau holds an undivided share, back to Taspac; 







19. 


	5.3.4.3 	
      with effect from the date on which an undivided share in
      any of the Prospecting Rights is transferred to Mmakau in terms of clause
      5.3.4.1 Taspac and Mmakau shall be jointly liable (in the ratio of their
      respective undivided ownership) for compliance with the provisions of
      clause 5.3.3; 

	  	
       

	5.3.4.4 	
      notarial execution and registration of all transfers of
      undivided shares in the Prospecting Rights in terms of this clause 5.3.4
      shall be attended to by the attorneys of Taspac and all the costs of and
      incidental thereto shall be born and paid by Mmakau.





	6. 	
      Broad Based Participants



Mmakau shall be obliged, if and when
required pursuant to the provisions of the Charter, and at its own cost and
expense, to procure (within 6 months after broad based participation in the
Joint Venture being Required) the following in order to ensure participation by
Broad Based designated groups of HDSA's in the Joint Venture through the Broad
Based Participants: 

	6.1 	
      Incorporation and registration of the Broad Based
      Participants in accordance with applicable legislation; 

	  	
       

	6.2 	
      identification, and structuring of Broad Based
      Shareholders approved of by Taspac who will become shareholders or
      beneficiaries of the Broad Based Participants; 

	  	
       

	6.3 	
      the issue and allotment of the entire issued share
      capital of the Broad Based Participants to the Broad Based Shareholders or
      that the entire beneficial interest in the relevant Broad Based
      Participant will otherwise vest in the Broad Based Shareholder;
  







20. 

	6.4 	
      transfer (out of Mmakau's 26%) a 10% Participation
      Interest in the Joint Venture to the Broad Based Participants; and
  

	  	
      

	6.5 	
      conclusion of an agreement between Taspac, Mmakau and the
      Broad Based Participants as contemplated in and in compliance with the
      provisions of clause 11.6 hereof and on the basis that Mmakau and the
      Broad Based Participants will jointly be liable for the obligations and
      entitled to the rights, of Mmakau in terms of this Agreement.
  




	7. 	
      Participation
Interests




	7.1 	Upon fulfilment of the Suspensive Condition,
      the Members shall have the following Participation interests in the Joint
      Venture: 



	7.1.1 	Mmakau: 26%; 
	 	 
	7.1.2 	Taspac: 74%. 



	7.2 	Upon having given effect to the provisions of
      clause 6, the Participation 
	  	Interests in the Joint Venture will be held as
      follows: 



	7.2.1 	
      Mmakau 16% 

	 	
       

	7.2.2 	
      Broad Based Participants 10% 

	 	
       

	7.2.3 	
      Taspac 74%. 




	8. 	Scope and Objects 
	  	  
		The scope and objects of the Joint Venture will
      be in relation to the Joint Venture Area: 



	8.1 	to conduct such prospecting for the Minerals in
      respect of each of the Prospecting Rights, as the Management Committee may
      determine from time to time; 
	  	  
	8.2 	subject to the Management Committee's approval,
      to conduct the Pre- Feasibility Study in respect of each Prospecting Right
      Area; 






21. 

	8.3 	subject to the Management Committee's decision
      to do so, to conduct a Bankable Feasibility Study in respect of each
      Prospecting Right Area; 
	  	  
	8.4 	to rehabilitate all disturbances of the
      Environment caused by the activities of the Joint Venture in respect of
      each Prospecting Right Area; 
	  	  
	8.5 	to comply with all legislation which may from
      time to time be applicable to the activities of the Joint Venture; 
	  	  
	8.6 	to undertake such other activities in respect
      of each Prospecting Right as the Management Committee may from time to
      time determine; 
	  	  
	8.7 	Subject to a unanimous decision to proceed with
      commercial exploitation of the Minerals on the Joint Venture Area in terms
      of clause 15.4 read with clause 15.5, to conclude an agreement in respect
      of such commercial exploitation on the basis as contemplated in clause 18;
      and 
	  	  
	8.8 	to undertake any other activities which may be
      incidental to any of the aforesaid objects as determined by the Management
      Committee from time to time. 



	9. 	Liability for Funding




	9.1 	
      Prospecting and Pre-feasibility Study 

	  	
       

		
      Taspac shall be liable to fund all costs incurred by the
      Joint Venture (the nature and amounts of which shall be approved by the
      Management Committee) in conducting prospecting and a Pre- feasibility
      Study in accordance with the prospecting works programme(s) submitted in
      support of the Prospecting Right Applications on each Prospecting Right
      Area. 

	  	
       

	9.2 	
      Bankable Feasibility Study 

	  	
       

		
      Should the Management Committee resolve to conduct a
      Bankable Feasibility Study in respect of any Prospecting Right Area the
      cost of such Bankable Feasibility Study shall be borne by Taspac,
Mmakau and the Broad Based Participants in accordance with their respective
Participation Interest in the Joint Venture . 







22. 


	9.3 	
      mining development 

	  	
       

		
      Should the Management Committee resolve to proceed with
      mining development in respect of any particular Prospecting Right Area,
      all the costs of and associated with such mining development shall be
      borne by Taspac, Mmakau and the Broad Based Participants in proportion to
      their then respective interest in the Joint Venture in respect of that
      particular Prospecting Right Area on the basis set out in clause 18 below.
      




	9.4 	management of the Joint Venture
  



	9.4.1 	Management Committee 
	  	  
		The business and business affairs of the Joint
      Venture shall be conducted on behalf of the Members by the Management
      Committee which the Members shall form as soon as possible after the first
      of the Prospecting Rights is obtained by Taspac. 
	  	  
	9.4.2 	appointment 
	  	  
	  	The Management Committee shall consist of 5
      members of whom: 



	9.4.2.1 	Taspac shall be entitled to appoint 3 members;
    
	  	 
	9.4.2.2 	Mmakau and the Broad Based Participants shall,
      jointly, be entitled to appoint 2 members; 



	9.4.3 	
      removal 

	  	
       

		
      each Member shall be entitled to remove any person
      appointed by it as a member of the Management Committee and to appoint any
      other person in the stead of any person so removed or who for any other
      reason fails to take up or remain in office. 







23. 

	9.4.4 	vote of Management Committee members 
	 	 
	 	In respect of all decisions of the Management Committee: ;




	9.4.4.1 	
      the members appointed to the Management Committee by
      Taspac, or those of them present at a meeting of the Management Committee,
      shall collectively be entitled to 3 out of 5 votes of the Management
      Committee. Such collective vote shall be divided equally between all the
      members appointed by Taspac and who are present at such meeting of the
      Management Committee; and 

	  	
       

	9.4.4.2 	
      the members appointed to the Management Committee jointly
      by Mmakau and the Broad Based Participants, or those of them present at a
      meeting of the Management Committee, shall collectively be entitled to 2
      out of 5 votes of the Management Committee. Such collective vote shall be
      divided equally between all the members appointed jointly by Mmakau and
      the Broad Based Participants and who are present at such meeting of the
      Management Committee. 




	9.4.5 	decisions 



	9.4.5.1 	
      unanimity 

	  	
       

		
      decisions of the Management Committee to undertake the
      Bankable Feasibility Study in respect of the Prospecting Right Area and a
      decision to mine Minerals on the Prospecting Right Area may only be taken
      by unanimous resolution of the members of the Management Committee present
      and entitled to vote at a duly constituted meeting of the Management
      Committee. If the representative of a Member on the Management Committee
      is not present at a meeting of the Management Committee at which it is
      proposed to take a decision which requires a unanimous vote of the
      Members, such member of the Management Committee which is not present at
      such meeting, shall be deemed to have voted against the
decision which requires a unanimous decision. 







24. 


	9.4.5.2 	All decisions of the Management Committee,
      other than those which expressly requires a unanimous vote (as set out in
      clause 9.4.4) in terms of 9.4.5.1, may be taken by a simple majority of
      the votes of the members present and entitled to vote at a duly
      constituted and quorated meeting of the Management Committee.
  



	9.4.6 	
      chairperson 

	  	
       

		
      The Member holding the majority of the Participation
      Interest in the Joint Venture from time to time shall be entitled to
      appoint the chairperson of the Management Committee from the members
      appointed in terms of 9.4.2 and to terminate such appointment. The
      chairperson shall not have a second or casting vote. 

	  	
       

	9.4.7 	
      right to call meeting 

	  	
       

		
      Any Member or any member of the Management Committee may
      call a meeting of the Management Committee by giving the required notice.
      

	  	
       

	9.4.8 	
      quorum 




	9.4.8.1 	
      A quorum for any meeting of the Management Committee
      shall be two members one of whom must be a member appointed by Taspac and
      one of whom must be a member appointed by Mmakau; present at the
      commencement and for the duration of the meeting, subject to clause
      9.4.8.2. 

	  	
       

	9.4.8.2 	
      If a quorum is not present at a meeting of the Management
      Committee within 30 minutes after the specified time, the meeting will be
      adjourned to the same day in the next week, at the same time and venue, or
      if that date is a public holiday, then the next succeeding day which is
      not a Saturday, Sunday or public holiday. The chairperson of the Management Committee
shall give written notice of the adjournment to each member of the management
Committee. If, at such adjourned meeting, a quorum as required by clause 9.4.8.1
is not present within 30 minutes from the time of that meeting, the members then
present, will constitute a quorum. 







25. 


	9.4.9 	notice of meetings 



	9.4.9.1 	
      The notice period for convening a meeting of the
      Management Committee will be 14 days, unless otherwise agreed to by all
      the members; provided that in cases of urgency (determined by the
      chairperson of the Management Committee in his/her absolute discretion)
      the notice period will be 48 hours. 

	  	
       

	9.4.9.2 	
      Notice of all meetings of the Management Committee will
      be given to all members at their respective addresses notified to the
      Management Committee from time to time in writing. The notice shall
      contain an agenda, specifying in reasonable detail the matters to be
      discussed at the proposed meeting and the agenda will be accompanied by
      any relevant papers for discussion. 




	9.4.10 	
      frequency of meetings 

	  	
       

		
      Management Committee meetings will be held at least
      quarterly, or more frequently as is necessary for the efficient conduct of
      the business and affairs of the Joint Venture; 

	  	
       

	9.4.11 	
      minutes 

	  	
       

		
      Minutes of meeting of the Management Committee will be
      circulated to all members within a reasonable time after the conclusion of
      each meeting and shall be tabled for approval at the next meeting of the
      Management Committee. 

	  	
       

	9.4.12 	
      conflicts of interest 

	 	 
	 	  Should any member of the Management Committee have a conflict
of interest in relation to any matter to be considered by the Management
Committee, such member shall make a full disclosure of such interest, and the
remaining members shall then decide whether or not such member shall be excluded
from the meeting or from the discussion of, and voting on, such matter. 








26. 


	9.4.13 	
      fees and disbursements 

	  	
      

		
      The members of the Management Committee shall not be
      entitled to any fees or other remuneration for holding office as members
      of the Management Committee. The members of the Management Committee shall
      further not be entitled to reimbursement of expenditure incurred in
      attending meetings of the Management Committee. 

	  	
      

	9.4.14 	
      budgeting process: Prior to the Bankable Feasibility
      Study 




	9.4.14.1 	
      The Management Committee shall procure that an annual
      business plan for the Joint Venture shall be prepared and submitted
      annually in advance for approval by the Management Committee. Such
      business plan shall consist of an operations plan, and a capital
      expenditure budget (expenditure and funding). The annual business plan
      shall be prepared in accordance with the Taspac guidelines from time to
      time. 

	  	
       

	9.4.14.2 	
      The Management Committee will debate the annual business
      plan prepared in accordance with clause 9.4.14.1 with the objective of
      obtaining unanimous approval thereof by consensus (with or without
      amendment). Should the Management Committee be unable to approve the
      annual business plan on a unanimous basis, the following procedure shall
      apply: 




	9.4.14.2.1 	The meeting of the Management Committee will be
      adjourned for a period of 14 days and the chairperson of
the Management Committee shall give written notice of such
adjournment to all the members thereof. 






27. 



	9.4.14.2.2 	Should the Management Committee be unable to
      approve the annual business plan prepared in accordance with clause
      9.4.14.1 (with our without amendment) unanimously by consensus at the
      adjourned meeting, a decision on the approval of the annual business plan
      prepared in accordance with clause 9.4.14.1 (with or without amendment),
      will be taken by a simple majority of the votes, casted in accordance with
      clause 9.4.4 by the members present and entitled to vote at the adjourned
      meeting of the Management Committee. The annual business plan, as
      approved, will be the annual business plan of the Joint Venture for the
      ensuing financial year. 




	9.4.15 	
      Budgeting Process : Bankable Feasibility Study 

	  	
      

		
      Should the Management Committee pass a resolution to
      proceed to undertake the Bankable Feasibility Study, the budgeting process
      of the Joint Venture, shall be as set out in clause 9.4.14.1, provided
      that, should Mmakau and/or the Broad Based Participants (“Non Contributing
      Member”) not approve or vote against an annual business plan in respect of
      any year during which the Joint Venture undertakes the Bankable
      Feasibility Study: 




	9.4.15.1 	The Non Contributing Member shall be entitled,
      but not obliged, to contribute a proportionate share (in accordance with
      its Participation Interest) of the budgeted expenditure as reflected in
      such annual business plan; provided that the Non Contributing Member shall
      notify Taspac in writing within 30 days after approval of the relevant
      annual business plan whether or not and to what extent the Non
      Contributing Member elects to contribute its proportionate share of such
      budgeted expenditure. Such written notice shall, in relation to an
election to contribute, constitute an obligation on the Non Contributing Member
to contribute its proportionate share, and in relation to an election not to
contribute, constitute an irrevocable waiver of its right to contribute its
proportionate share of such expenditure. 






28. 


	9.4.15.2 	
      To the extent that the Non Contributing Member elected
      not to contribute its proportionate share of the budgeted expenditure
      contained in such annual business plan, Taspac shall be entitled, without
      prejudice of its call option in terms of clause 15.6, to contribute such
      expenditure in which event the Participation Interest of the Non
      Contributing Member shall be reduced and the Participation Interest of
      Taspac be increased by a percentage calculated in accordance with the
      following formula: 

	 	
       

	 	
      
      

	 	
       

	 	
      where p equals the number of percentage points by which
      both Members' respective Participation Interests will be adjusted;
  

	 	
       

	 	
      a = the amount of the funding provided by Taspac and for
      which the Non Contributing Member would have been liable had it not been
      for the provisions of this clause; 

	 	
       

	 	
      b = the fair market value of the Non Contributing
      Members' Participation Interest in the Joint Venture immediately before
      the relevant contribution is made and disregarding the enhancement of the
      value of any contributions made or to be made by Taspac in respect of the
      year to which the relevant annual business plan relates.



 

	9.4.16 	
      use of adjustment 

	  	
       

		
      Taspac shall be obliged (as soon as reasonably possible
      after an adjustment of the Participation Interests of the Members in terms
      of clause 9.4.15.2 had been effected), to dispose of the
percentage increase of its Participation Interest pursuant to clause 9.4.15.2,
to HDSA's or to a company in which HDSA's hold not less than 70% of the issued
shares in order to retain the percentage Black empowerment participation in the
Joint Venture at a level of 26%. 







29. 


	9.4.17 	
      financial records 

	  	
       

		
      The Management Committee shall procure that financial
      records are kept and books of account are prepared in respect of the Joint
      Venture's activities, costs and disbursements and income (if any), for
      approval by the Management Committee. 




	10. 	Empowerment Provisions




	10.1 	Taspac objectives 
	  	  
		The parties record and agree that Taspac
      entered into the transactions constituted by this Agreement in order to:
    



	10.1.1 	
      give effect to and comply with the objectives and
      requirements of the MPRD Act (including but without limitation the
      objectives set out in section 2(d) thereof), the Charter and Empowerment
      in general; and 

	  	
       

	10.1.2 	
      to establish a long term, mutually beneficial business
      relationship with Mmakau being a Company with the Empowerment
      characteristics set out in clause 10.2. 




	10.2 	
      Mmakau characteristics 

	 	
       

	  	
      Mmakau warranted in favour of Taspac that:
  




	10.2.1 	Mmakau is a company of which 100% of its issued
      shares are directly held by shareholders who are HDSA's which include
      women as set out in Annex TM 1 hereto; and 






30. 

	10.2.2 	the Broad Based Shareholder will be a company
      of which 100% of the shares are directly held by shareholders who are
      Broad Based Participants or another entity of which all the beneficiaries
      are Broad Based Participants. 
	  	  
	10.2.3 	the majority of the directors and senior
      management of both Mmakau and the Broad Based Participants are or will be
      HDSA's. 



	10.3 	
      Mmakau objectives 

	  	
       

		
      Mmakau entered into this Agreement and the transaction
      contemplated herein in order to: 




	10.3.1 	avail itself and its HDSA shareholders of the
      opportunities flowing from the objectives and intention contemplated in
      clause 10.1 hereof; and 
	  	  
	10.3.2 	to establish an exclusive and long term
      mutually beneficial relationship with Taspac in respect of the Minerals in
      South Africa; and 
	  	  
		to actively participate in the management and
      operations of the Joint Venture and to contribute to the successful
      achieving of the objects of the Joint Venture, which will be achieved
      through its contributions to the Joint Venture set out in clause 5.2 and
      through its appointed representatives on the Management Committee.
  



	10.4 	
      joint objectives 

	  	
       

		
      In order to achieve the Member's joint objectives in
      relation to Empowerment, the parties agree that Taspac and Mmakau will
      jointly seek to achieve: 




	10.4.1 	
      skills transfer and human resource development;


	  	
       

	10.4.2 	
      social development through the development of a social
      and labour plan for each project of the Joint Venture; and
  







31. 

	10.4.3 	other transformational and Empowerment
      objectives. 



	10.5 	achieving Taspac objectives 
	  	  
		In order to enable Taspac to continue to
      achieve the objectives set out in clause 10.1 the parties agree as
      follows: 



	10.5.1 	
      Mmakau Group structure 

	  	
       

		
      Mmakau undertakes to use all reasonable endeavours, at
      all times during the existence of the Joint Venture to procure that the
      Mmakau group structure as set in Annex TM 1 hereto, does not change for
      any reason or in any manner which will result in:





	10.5.1.1 	
      a change in the Controlling Shareholders of Mmakau; or
      

	  	
       

	10.5.1.2 	
      Mmakau ceasing to be an HDSA Company in respect of which
      100% (or such lower percentage as may be still compliant with the
      ownership element of Empowerment in terms of the MPRD Act read with the
      Charter and Scorecard relating thereto in order to ensure that Taspac will
      receive full credit for the 26% Empowerment ownership granted to Mmakau in
      respect of the Joint Venture Area by forming this Joint Venture on the
      terms set out in this Agreement to be evidenced by written confirmation by
      the Minister of Minerals and Energy) of the issued share capital is held
      by HDSA's. 




	10.5.2 	
      notification 

	  	
       

		
      Mmakau shall, forthwith upon becoming aware of any
      circumstances which may result in an event as contemplated in clause
      10.5.1, and if such event does occur, notify Taspac thereof in writing
      with full particulars of the expected or actual occurrence. 

	  	
       

	10.5.3 	
      call option 

	 	 
	 	If and when any of the events contemplated in clauses 10.5.1.1,
or 10.5.1.2, occurs, Taspac shall be entitled to exercise the call option in
terms of clause 12. 








32. 


	11. 	Transfer of Participation Interest and
      pre-emptive rights 



	11.1 	
      Mmakau to HDSA Entity 

	  	
       

		
      In order to enable Taspac to achieve its empowerment
      objectives in respect of the Joint Venture Area, Mmakau shall only be
      entitled to alienate, or to otherwise dispose of its entire Participation
      Interest in the Joint Venture (and not a portion or share thereof) held
      from time to time, until such time as Empowerment is no longer a
      Requirement in relation to the Joint Venture or its activities to an
      entity: 




	11.1.1 	in which HDSA's hold directly 100% of the
      equity interest (or such lower percentage as may still render the Joint
      Venture compliant with the ownership element of Empowerment in order to
      ensure that Taspac will receive full credit for the 26% Empowerment
      ownership in respect of the Joint Venture Area achieved by entering into
      this agreement to be evidenced by written confirmation by the Minister of
      Minerals and Energy) with substantially the same level of knowledge,
      experience and expertise in respect of prospecting and mining as Mmakau;
      and 



	11.1.2 	which has been approved of by Taspac in
      writing, which approval shall not unreasonably be withheld or delayed.
  



	11.2 	
      Mmakau to non HDSA Entity 

	  	
       

		
      Save as set out in clauses 11.1, and 11.4, Mmakau may
      only alienate or otherwise dispose of its Participation Interest in the
      Joint Venture or any portion thereof or any share therein:
  




	11.2.1 	
      subject to the pre-emptive rights set out in clause 11.5;
      and 

	 	
       

	11.2.2 	
      subject to the provisions of clause 11.6.
  







33. 

	11.3 	
      Permitted disposal by Taspac 

	  	
       

		
      Provided that the provisions of clause 11.6 have been
      satisfied to Mmakau's reasonable satisfaction, Taspac shall be entitled to
      dispose of its entire or any portion of its Participation Interest in the
      Joint Venture held by it from time to time free from the pre-emptive
      rights provided for in terms of clause 11.5 to:





	11.3.1 	
      any wholly owned subsidiary of Taspac; and/or 

	  	
       

	11.3.2 	
      any third party in order to effect Empowerment in respect
      of the Prospecting Right Area which cannot reasonably be achieved through
      or involving Mmakau; or 

	  	
       

	11.3.3 	
      any vehicle which the Members may elect to house the
      Prospecting Right Area and/or the rights acquired in respect thereof for
      purposes of the Joint Venture or the exploitation thereof. 

	  	
       

	11.3.4 	
      to grant security interests over or in respect of
      Taspac's Participation Interest in the Joint Venture in favour of a bank
      as defined in, or other financial institution approved for that purpose by
      the Registrar of Banks in terms of, the Banks Act No 94 of 1990 for
      purposes of funding Taspac's financial obligations in terms of this
      Agreement, provided that Taspac shall, before such security interests are
      granted, furnish Mmakau in writing with full particulars of the financial
      assistance required and the security interests which it intends to grant
      in respect of its Participation interest in the Joint Venture.
  




	11.4 	
      permitted disposal by Mmakau 

	  	
       

		
      Provided that the provisions of clause 11.6 have been
      satisfied to Taspac's reasonable satisfaction, Mmakau shall only be
      entitled to dispose of its entire Participation Interest in the Joint
      Venture held by it from time to time free from the pre-emptive rights
      provided for in terms of clause 11.5: 







34. 

	11.4.1 	
      to any wholly owned subsidiary of Mmakau; and/or
  

	  	
   

	11.4.2 	
      to any vehicle which the Members may elect to house the
      Prospecting Right Area and/or the rights acquired in respect thereof for
      purposes of the Joint Venture or the exploitation thereof; or 

	  	
   

	11.4.3 	
      to grant security interests over or in respect of
      Mmakau's Participation Interest in the Joint Venture in favour of a bank
      as defined in, or other financial institution approved for that purpose by
      the Registrar of Banks in terms of, the Banks Act No 94 of 1990 for
      purposes of funding Mmakau's financial obligations in terms of this
      Agreement, provided that Mmakau shall, before such security interests are
      granted, furnish Taspac in writing with full particulars of the financial
      assistance required and the security interests which it intends to grant
      in respect of its Participation interest in the Joint Venture.
  




	11.5 	pre-emptive rights




	11.5.1 	[***] 



	11.5.1.1 	[***] 
	 	 
	  	[***] 
	 	 
	11.5.1.2 	[***] 
	 	 
	  	[***]. 
	 	 
	11.5.1.3 	[***] 
	 	 
	  	[***]. 



	11.5.2 	[***] 



	11.5.2.1 	[***] 
	 	 
	  	[***] 






35. 

	11.5.2.2 	pre emptive right 
	 	 
	  	[***] 
	 	 
	11.5.2.3 	[***] 
	 	 
	  	[***] 



	11.6 	
      new Joint Venture agreement 

	  	
       

		
      Should any Member become entitled to, and wish to
      transfer its Participation Interest in the Joint Venture to a third party,
      such transfer may only be effected if and when the proposed transferee
      enters into a Joint Venture agreement with the other Member on the terms
      and conditions contained in this Agreement with such amendments as may be
      required by the context. 




	12. 	Forced Sale by Mmakau




	12.1 	
      application 

	  	
       

		
      Mmakau hereby grants to Taspac a call option to purchase
      Mmakau's entire Participation Interest in the Joint Venture then held by
      it which option may be exercised by Taspac should any of the following
      events occur: 




	12.1.1 	
      changes in shareholding 

	  	
       

		
      the shareholding of Mmakau for any reason changes from
      that set out in Annex TM 1 hereto in such manner as will cause any of the
      results contemplated in clauses 10.5.1.1 or 10.5.1.2 hereof; or 

	  	
       

	12.1.2 	
      breach 

	  	
       

		
      Mmakau being in breach of the prohibition against
      alienation in terms of clause 11.1 of this Agreement and fails to remedy
      such breach within 14 days of receipt of a written notice from Taspac
      calling upon Mmakau to remedy such breach: 







36. 

	12.2 	price 
	  	  
		The price at which Taspac may exercise a call
      option pursuant to the provisions of this clause 12 shall be fair market
      value of Mmakau's then Participation Interest which will be determined in
      accordance with the provisions of Annex TM 3 hereto.




	13. 	
      Exclusivity 

	  	
       

		
      The parties undertake vis-à-vis each other not to
      participate in any uranium - molybdenum prospecting and/or mining within
      the Area of Interest outside of the scope of the Joint Venture. Should
      either party locate or become aware of any properties within the Area of
      Interest which may have potential of containing all or some of the
      Minerals, it shall be obliged to make full disclosure of such prospects to
      the Joint Venture and with the objective of affording the Joint Venture a
      first opportunity to apply for prospecting rights in respect of the
      Minerals or other Participation Interest in such properties.
  




	14. 	Disputes 



	14.1 	
      Save as otherwise expressly provided for in this
      Agreement, if any dispute or difference shall arise between the Members
      out of or in relation to or in connection with this Agreement, or the
      interpretation thereof, or any breach thereof, or its termination, both
      while in force and after its termination, the Member claiming such dispute
      or difference, shall forthwith advise the other in writing thereof. Within
      fourteen days of receipt of such notice, the Members shall meet and
      negotiate in good faith in order to resolve such dispute or difference.
      

	  	
       

	14.2 	
      Should the Members fail to resolve such dispute or
      difference within fourteen days of their first meeting or such longer
      period as the Members may agree, either Member may refer such dispute or
      difference to mediation to be undertaken by a single mediator. 

	  	
       

	14.3 	
      The Member referring the dispute to mediation shall,
      within fourteen days of the Members having failed to resolve the dispute,
      submit to the other Member in writing the names and occupations of three
persons proposed by it to act as mediator and request the other Member to agree
to the appointment of any one of them in writing within seven days of receipt of
such notice. 







37. 


	14.4 	
      In the event of the Members being unable to agree on the
      appointment of a mediator, such mediator shall, upon the written request
      of either Member within seven days of their failure to so agree, be
      appointed by the chairperson of the Arbitration Foundation of South Africa
      (“AFSA”). 

	  	
       

	14.5 	
      The mediator shall use every endeavour to facilitate a
      settlement of the dispute or difference between the Members within
      fourteen days of his appointment as such. 

	  	
       

	14.6 	
      Should the Members, notwithstanding such mediation, fail
      to reach a settlement within the aforesaid fourteen days or such longer
      period as the Members may agree, the mediator shall within seven days
      thereafter express an opinion on the matter in writing, and furnish each
      of the Members with a copy thereof. Such opinion shall be binding upon the
      Members unless either Member refers the matter to arbitration in terms of
      clause 14.8. 

	  	
       

	14.7 	
      Each Member shall bear a portion (equal to its
      Participation interest in the Joint Venture) of the mediator's costs and
      expenses. 

	  	
       

	14.8 	
      Should the mediation not have induced a settlement,
      either Member may, within fourteen days after receipt of the mediator's
      opinion, refer the dispute to arbitration to be undertaken by a single
      arbitrator. 

	  	
       

	14.9 	
      The Member referring the dispute to arbitration shall
      within the fourteen days submit to the other Member in writing the names
      and occupations of three persons proposed by it to act as arbitrator and
      request the other Member to agree to the appointment of any one of them in
      writing within seven days of the receipt of such notice.








38. 

	14.10 	
      In the event of the Members being unable to agree on the
      appointment of an arbitrator, such arbitrator shall be appointed by the
      chairperson of the Johannesburg Bar Council at the request of either
      Member. 

	  	
       

	14.11 	
      The arbitration shall take place in Johannesburg.
  

	  	
       

	14.12 	
      The Member having referred the dispute to arbitration
      (“the claimant”) shall, within fourteen days of the appointment of the
      arbitrator, file its claim, setting out the nature of the claim and the
      details facts and documents in support thereof, by serving a copy thereof
      on the arbitrator and the other Member (“the respondent”). Within fourteen
      days of receipt of the claim, the respondent shall file its answer
      thereto, setting out in detail the grounds and facts upon which the claims
      is resisted and any documents in support thereof, by serving a copy
      thereof on the arbitrator and the claimant. Unless agreed to in writing by
      the Members, the South African High Court rules applicable to the filing
      of pleadings and of discovery in the conduct of civil proceedings shall
      apply to the arbitration proceedings. 

	  	
       

	14.13 	
      The arbitrator shall, save as herein provided, have the
      powers conferred upon an arbitrator under the Arbitration Act, 1965, as
      amended, but shall not be obliged to follow the procedures described in
      that Act, and shall be entitled to decide on such procedures as he may
      consider desirable for the speedy determination of the dispute. The
      arbitrator shall further be entitled to determine questions of law and the
      provisions of section 20 of the Arbitration Act are excluded. 

	  	
       

	14.14 	
      The decision of the arbitrator shall be final and binding
      on the Members, and may be made an order of any court of competent
      jurisdiction, including his award in respect of the costs of arbitration.
      

	  	
       

	14.15 	
      The arbitrator shall make an award in respect of the
      costs of the arbitration having regard to the substantial success of each
      Member in the outcome of the proceedings. 







39. 

	15. 	Progress decisions




	15.1 	
      after Pre-feasibility Study 

	  	
       

		
      Upon completion of the Pre-feasibility Study in respect
      of each Prospecting Right Area, the Management Committee will meet to
      consider the results of the Pre-feasibility Study and to decide:
  




	15.1.1 	whether further prospecting of such Prospecting
      Right Area is reasonably necessary before a decision whether or not to
      conduct a Bankable Feasibility Study can be taken; or 
	  	  
	15.1.2 	whether to undertake the Bankable Feasibility
      Study in respect of a particular Prospecting Right Area.




	15.2 	
      a decision as contemplated in 15.1.1 will be taken by a
      simple majority of the votes of the Members present at such meeting of the
      Management Committee, exercisable in accordance with clause 9.4.4;
  

	  	
       

	15.3 	
      a decision to undertake the Bankable Feasibility Study
      will require a unanimous decision as set out in clause 9.4.5.1; 

	  	
       

	15.4 	
      after Bankable Feasibility Study 

	  	
       

		
      Upon completion of the Bankable Feasibility Study in
      respect of a particular Prospecting Right Area, the Management Committee
      will meet to consider the results of such Bankable Feasibility Study and
      to decide whether to proceed with commercial exploitation of a particular
      Prospecting Right Area. 

	  	
       

	15.5 	
      unanimity 

	  	
       

		
      A decision to proceed with commercial exploitation in
      terms of clause 15.4 may only be taken by a unanimous decision of the
      members of the Management Committee present at a quorated meeting.
  

	  	
       

	15.6 	
      failure to reach unanimous decision
  

	 	 
	 	Should the Management Committee be unable to reach a unanimous
decision in terms of clauses 15.1.2 or 15.4, the Member whose appointees to the
Management Committee supported a decision to proceed with the Bankable
Feasibility Study or commercial exploitation (“Acquiring Member”) shall have a
call option to acquire the Participation Interest of the other Member
(“Disposing Member”) in the Joint Venture in respect of the relevant Prospecting
Right Area only, on the following basis; 








40. 


	15.6.1 	
      The price at which the Acquiring Member may acquire the
      Participation Interest of the Disposing Member shall be the fair market
      value thereof to be determined as set out in Annex TM 3 hereto. The
      Acquiring Member shall pay the amount of the purchase price to a firm of
      attorneys nominated by the Disposing Member which attorneys will hold the
      amount so paid to it, in trust in an interest bearing bank account and all
      interest earned on such amount shall accrue to the Disposing Member. Upon
      obtaining the Minister's consent as contemplated in clause 15.6.3 and
      registration of transfer of the relevant Prospecting Right to the
      Acquiring Member, the said attorneys shall be authorised to pay the amount
      of the purchase price together with all interest earned thereon, to the
      Disposing Member.; 

	  	
       

	15.6.2 	
      The option must be exercised in writing within 30 days
      after the fair market value of the Disposing Member's Participation
      Interest in the Joint Venture shall have been determined, failing which
      the option shall lapse; 

	  	
       

	15.6.3 	
      Provided that the option was properly exercised, and the
      purchase price duly paid, if Mmakau is the Acquiring Member, Taspac shall,
      at its own cost and expense, and as soon as reasonably possible after
      payment of the purchase price, seek the Minister's consent in terms of
      section 11 of the MPRD Act and upon obtaining such consent, to transfer
      the relevant Prospecting Right to Mmakau and Mmakau will provide all reasonable support and assistance to
that end; 

	 	 
	 	Should such consent not be obtained within a period of 6
calendar months after payment of the purchase price, the sale resulting from
exercise of the option shall terminate automatically upon expiry of the 6 month
period, and the Attorneys to whom the purchase price had been paid, shall refund
such purchase price to Mmakau. 








41. 



	15.6.4 	upon payment of the purchase price of the
      Disposing Member's Participation Interest in the Joint Venture so
      acquired, the Acquiring Member shall accept liability for and shall
      indemnify and hold the Disposing Member harmless against all liabilities
      of whatsoever nature which may then exist or which at any time thereafter
      arise in respect of the relevant Prospecting Right Area, including but
      without limitation, Environmental liabilities and rehabilitation
      obligations, and to procure the release of all guarantees which the
      Disposing Member may have furnished in respect of rehabilitation
      obligations and liabilities in which event the Joint Venture will
      terminate in relation to such Prospecting Right Area.




	16. 	Termination of Joint Venture
  



	16.1 	
      unanimous resolution 

	  	
       

		
      Should the Management Committee resolve unanimously
      (after having considered the results of the Pre-feasibility Study or that
      of the Bankable Feasibility Study or at any time after having conducted
      further prospecting as contemplated in terms of clause 16.3) not to
      conduct any further prospecting activities in respect of any particular
      Prospecting Right Area and to permanently abandon all rights held in
      respect thereof, the Joint Venture will terminate in respect of the
      relevant Prospecting Right Area only, on the date on which the Joint
      Venture has completed rehabilitation of the disturbances caused by its
      activities on the area of such Prospecting Right Area.








42. 

	16.2 	[***]; 



	16.2.1 	[***]; or 
	 	 
	16.2.2 	[***]. 



	16.3 	Bankable Feasibility Study results

	  	
       

		
      Should the results of the Bankable Feasibility Study in
      respect of any particular Prospecting Right Area indicate that
      exploitation of the relevant Prospecting Right Area may be economically
      viable and the Management Committee adopt a unanimous resolution to
      proceed with further prospecting, the Joint Venture will continue in
      respect of such Prospecting Right Area on the terms and conditions set out
      in this Agreement until terminated in accordance with its provisions.
    

	  	
       

	16.4 	
      effects of termination 

	  	
       

	  	
      Should the Joint Venture terminate in terms of 16.1, or
      16.2: 




	16.4.1 	
      Taspac shall, to the extent that Mmakau has not elected
      to take transfer of an undivided share of the Prospecting Rights, or any
      of them, in terms of clause 5.3,4, remain the unencumbered holder of the
      Prospecting Rights and/or the Prospecting Right and Mmakau shall have no
      claims in respect thereof; and 

	  	
	16.4.2 	
      Taspac shall have no claims against Mmakau in respect of
      any costs incurred by Taspac and or the Joint Venture in respect of, or
      liability arising from, the Prospecting Right Area, 

	  	
	  	
      subject to the provisions of clause 16.5
  




	16.5 	
      Intellectual Property Rights on termination
  

	  	
       

		
      Should the Joint Venture terminate under any of the
      provisions of this Agreement, Taspac's Intellectual Property Rights will
      be, and will continue to be regulated by the provisions of clause 19
      hereof. 







43. 

	17. 	Warranties and Representations
  



	17.1 	Mmakau hereby represents and warrants in favour
      of Taspac, acknowledging and confirming that Taspac, after due enquiry,
      are relying on such representations and warranties in concluding this
      Agreement: 



	17.1.1 	
      that Mmakau is a private company duly incorporated and
      existing under the laws of South Africa; 

	  	
       

	17.1.2 	
      it has the capacity to enter into and to perform its
      obligations under this Agreement and any agreement referred to in or
      contemplated by this Agreement; 

	  	
       

	17.1.3 	
      it is not insolvent and that no proceedings for its
      liquidation, either provisionally or finally are threatened or pending;
      

	  	
       

	17.1.4 	
      the entering into and giving effect to the provisions and
      obligations imposed on it by this Agreement and any other agreement
      referred to in or contemplated by, this Agreement and all the transactions
      contemplated in this Agreement have been duly authorised by Mmakau and
      constitute legally valid and binding obligations on Mmakau. 

	  	
       

	17.1.5 	
      that 100% of the issued shares of Mmakau are directly
      held by shareholders who are HDSA's which include women as set out in
      Annex TM 1 hereto; and the majority of its directors and the majority of
      its senior management are HDSA's. 

	  	
       

	17.1.6 	
      that it will use all reasonable endeavours to ensure that
      the Broad Based Participants will, upon its incorporation and at all times
      thereafter during the existence of the Joint Venture:





	17.1.6.1 	be a private company(ies) or other corporate
      entity(ies) duly incorporated and existing under the laws of South Africa;
    






44. 

	17.1.6.2 	
      have the capacity to enter into and to perform its
      obligations under this Agreement and any agreement referred to in or
      contemplated by this Agreement; 

	  	
       

	17.1.6.3 	
      not be insolvent and that no proceedings for its
      liquidation, either provisionally or finally will be threatened or
      pending; 

	  	
       

	17.1.6.4 	
      by entering into and giving effect to the provisions and
      obligations imposed on it by this Agreement and any other agreement
      referred to in or contemplated by, this Agreement and all the transactions
      contemplated in this Agreement have been duly authorised by the Broad
      Based Participants and will constitute legally valid and binding
      obligations on it. 

	  	
       

	17.1.6.5 	
      that 100% of the issued shares of the Broad Based
      Participants will be held by Broad Based Shareholders.





	17.2 	Taspac hereby represents and warrants in favour
      of Mmakau, acknowledging and confirming that Mmakau, after due enquiry,
      are relying on such representations and warranties in concluding this
      Agreement: 



	17.2.1 	
      that Taspac is a public company duly incorporated and
      existing under the laws of Australia; 

	  	
       

	17.2.2 	
      it has the capacity to enter into and to perform its
      obligations under this Agreement and any agreement referred to in or
      contemplated by this Agreement; 

	  	
       

	17.2.3 	
      it is not insolvent and that no proceedings for its
      liquidation, either provisionally or finally are threatened or pending;
      

	  	
       

	17.2.4 	
      the entering into and giving effect to the provisions and
      obligations imposed on it by this Agreement and any other agreement
      referred to in or contemplated by, this Agreement and all the transactions
      contemplated in this Agreement have been duly authorised by
  Taspac and constitute legally valid and binding obligations on
Taspac. 







45. 


	17.3 	Ongoing nature of warranties 
	  	  
		The representations and warranties given in
      this clause 17 are of a continuous nature and are given in respect of all
      relevant times during the term of this Agreement. 



	18. 	
      Agreement in respect of Exploitation 

	  	
       

		
      Should the Management Committee resolve to proceed with
      exploitation of Minerals on any Prospecting Right Area (“Exploitation
      Decision”), the parties undertake to negotiate with each other
      exclusively and in good faith with the objective of concluding an
      agreement in respect of the joint exploitation of the relevant Prospecting
      Right Area. Notwithstanding anything to the contrary contained herein the
      parties shall be bound in reaching and concluding such agreement, to the
      following principles: 




	18.1 	
      participation 

	 	
       

	  	
      The parties' Participation Interest in such exploitation
      shall be: 





	 	Mmakau: 	26% 
	 	 	 
	 	Taspac: 	74%. 
	 	 	 
	 	subject to adjustment in terms of
    clause 9.4.15.2, clause 18.4 and/or clause 18.5 





	18.2 	
      funding 

	  	
       

		
      Each party shall be liable to contribute as and when
      required, and from time to time, the entire funding requirements of such
      exploitation including, without limitation capital expenditure and
      operating costs, (“initial funding requirements”) in accordance
      with the Participation Interests of the parties determined in accordance
      with the provisions of clause 18.1. Nothing contained herein shall oblige
      either party to contribute funding before expiry of [***] after concluding the
agreement in respect of exploitation or after a subsequent decision to incur
further expenditure shall have been taken (“subsequent funding
requirements”); 







46. 


	18.3 	
      prospecting expenditure 

	  	
		
      All prospecting expenditure incurred by either Member (in
      accordance with the provisions of this Agreement) for purposes of the
      Joint Venture until completion of the Bankable Feasibility Study, shall
      form part of the initial funding requirements of the proposed
      exploitation, and to the extent that either of the Members have
      contributed more or less than its proportionate share thereof, (a
      percentage of total prospecting expenditure equal to such Members'
      Participation Interest in the Joint Venture at the time that the funding
      was provided) the funding obligations of the Members in terms of clause
      18.2 shall be adjusted by such shortfall or excess. Such adjustment shall
      further take account of interest on the amount of the excess or shortfall
      at the prime rate published from time to time by Absa Bank Limited from
      the date of funding until the date of adjustment in terms of this clause.
      

	  	
	18.4 	
      failure to fund initial funding requirements
    

	  	
		
      Should the parties fail to contribute the initial funding
      requirements of exploitation of the relevant Prospecting Right Area in
      accordance with their respective Participation Interests, their
      Participation Interests shall be adjusted to reflect their respective
      actual contributions relative to each other. 

	  	
	18.5 	
      failure to fund subsequent funding requirements
      

	  	
		
      Should either party fail to contribute its proportionate
      share of any subsequent funding requirements the other party shall be
      entitled, but not obliged to contribute such requirements and the parties'
      respective interests will be adjusted in a just and equitable manner based
      on the actual contributions by either party to the subsequent funding
    requirements relative to the fair market value of the business.
For purposes hereof fair market value of the business shall be such value
immediately before the subsequent funding is provided (To be determined in
accordance with Annex TM 3) plus the Rand amount of the subsequent funding. 

		 
		Should Mmakau's Participation Interest at any time and from
time to time be adjusted pursuant to the provisions of clauses 18.4 or 18.5,
Taspac shall be entitled (notwithstanding anything to the contrary contained
herein) to utilise the Participation Interest so acquired to maintain the
Empowerment Participation interest in the Joint Venture at a minimum level of
26% free from any pre-emptive rights contained in this Agreement. 








47. 



	18.6 	
      pre-emptive rights and forced sales: 

	  	
       

		
      An agreement in respect of exploitation of the Minerals
      from any Prospecting Right Area shall be subject to the pre-emptive rights
      and forced sale provisions: 




	18.6.1 	
      in respect of a sale by Mmakau on the basis contained in
      clause 11 and clause 12 hereof until Empowerment is no longer a
      Requirement in respect of the exploitation of Minerals on the Joint
      Venture Area; and 

	  	
	18.6.2 	
      in relation to a sale by Mmakau after the period
      contemplated in clause 18.6.1 and in relation to a sale by Taspac at any
      time, at fair market value to be determined in accordance with the
      provisions set out in Annex TM 3 hereto. 




	18.7 	
      limitation to mining and beneficiation 

	  	
       

		
      An agreement in relation to the proposed exploitation by
      the parties hereto shall be limited to the mining of the Minerals and the
      normal beneficiation of such Minerals in order to produce saleable
      products or products of a particular quality. Such agreement shall not
      entitle Mmakau to participate in any processing activities subsequent
to extraction and normal beneficiation, such as processes whereby any substance
other than the Minerals in beneficiated form are manufactured from the Minerals
or processes whereby such Minerals are transformed into any other substance or
product. 

		 
		Should either Member conduct any beneficiation (other than
extraction and normal beneficiation of the Minerals in order to produce saleable
uranium or molybdenum products) such as enrichment or process(es) whereby the
Minerals are transformed into other substances, and such member wish to conduct
such activities jointly with a third party, the Member who wishes to conduct
such beneficiation or process grants to the other Member, a right of first
refusal to participate in such beneficiation or process(es) 








48. 



	
      18.8 
	
      Intellectual Property Rights 

	
       
	
       

		
      Neither Member shall be obliged to make any Intellectual
      Property Rights as set out in clause 19 available for purposes of such
      exploitation. 

	
       
	
       

	
      18.9 
	
      management of exploitation operations
  




	18.9.1 	
      Taspac and Mmakau shall jointly manage all operations
      relating to exploitation of the Prospecting Right Area on terms which are
      customary in the South African mining industry and on an arms length
      basis. 

	  	
       

	18.9.2 	
      Should Taspac and Mmakau wish to appoint another entity
      to manage the exploitation operations, Mmakau shall have a right of first
      refusal, for a period of 30 days after receipt of a written offer to it,
      to be appointed the manager of such operation(s) on such terms offered to
      it or on which a third party with the ability to do so is willing to
      perform such management function. Should Mmakau decline the offer in
      writing or fail to accept the offer in writing before expiry of the 30 day
      period, the offer shall lapse and the Members shall be entitled to appoint a third party to manage the
exploitation operations, provided that such third party shall not be appointed
on terms and conditions which are different from that contained in the offer to
Mmakau without extending another offer to Mmakau on such amended terms and
conditions for a further 30 day period. 







49. 


	18.10 	
      minority protection 

	  	
       

		
      the Member who may from time to time hold a minority
      interest in the exploitation vehicle shall be entitled to appropriate
      minority protection provisions as are customary in the South African
      mining industry and as are fair and reasonable to both parties in view of
      all the circumstances then prevailing. 

	  	
       

	18.11 	
      budgeting procedures 

	  	
       

		
      The parties shall be bound by the budgeting procedures
      set out in clause 9.4.15. 

	  	
       

	18.12 	
      remaining terms and conditions 

	  	
       

		
      Save that the parties will be bound to the principles set
      out in clauses 18.1 to 18.11 above, the parties undertake to negotiate in
      good faith (but on an arms length commercial basis) with the objective of
      reaching agreement in respect of all the other terms and conditions of a
      proposed agreement in respect of the exploitation of Minerals on the Joint
      Venture Area. To the extent that the parties are unable to reach agreement
      and to conclude a written agreement within 90 days after an Exploitation
      Decision, such remaining terms and conditions in respect of which the
      parties are unable to reach agreement, will, at the request of either
      party, be determined by arbitration in terms of clause 14 on a basis
      which, taking into account all the facts and circumstances the prevailing
      and the principles and intention of the parties expressed in this
      Agreement, will be: 




	18.12.1 	fair and reasonable to both parties; and







50. 

	18.12.2 	customary and usual in the South African mining
      industry. 



	19. 	
      Intellectual Property Rights 

	  	
       

		
      Each party shall retain all Intellectual Property Rights
      which it may now own or which it may at any time during the existence of
      the Joint Venture or during exploitation of the Prospecting Right Area
      develop in addition to or in enhancement of any Intellectual Property
      Rights of any nature which it may own, hold or be licensed to use, in
      relation to the Minerals or any of them, chemical processes,
      beneficiation, other beneficial use or methods of extracting any
      substances therefrom or transforming such substances into other
      substances. Without derogating from the generality of the aforesaid
      provisions, any agreement as contemplated in clause 18 shall exclude all
      of the Parties' Intellectual Property Rights. 

	  	
       

	20. 	
      Cession and Assignment 

	  	
       

		
      Neither party shall be entitled to cede and assign its
      rights and obligations in terms of this Agreement save only to the effect
      that such cession and assignment is effected as an integral part of a sale
      of such Member's Participation Interest in the Joint Venture. 

	  	
       

	21. 	
      Confidentiality and Publicity 

	  	
       

		
      No party shall publish or disclose to any person not
      being a party to this Agreement (other than affiliates, legal or other
      advisors of the parties who are under an obligation to maintain the
      confidentiality of any information made available to them) any information
      concerning the conclusion of this Agreement, the reason therefor or the
      terms hereof or information regarding the business or other affairs of the
      Joint Venture or discuss any matter of policy with the government,
      government official, representative of any Government department, in
      relation to any aspect of the Joint Venture's business or affairs, without
      the prior written consent of the other Member, provided that —
  







51. 

	21.1 	
      any information which is required to be furnished by law
      or by existing contract or by any stock exchange on which the shares of
      any party are listed may be so furnished; 

	  	
      

	21.2 	
      any party shall be entitled (after consultation with the
      other party so as to avoid embarrassment or prejudice to the extent
      possible) to make such information available to its shareholders as may be
      necessary to enable such shareholders to consider the value and prospects
      of their Participation Interests ; 

	  	
      

	21.3 	
      no party shall be precluded from divulging any
      information to any person who is negotiating with such party for the
      acquisition of an interest in such party, provided that the person to whom
      any disclosure is made in the aforesaid circumstances shall first have
      undertaken in writing to keep such information confidential and not to
      divulge such information to any other person and to use it only for the
      purpose of evaluating the proposed transaction; 

	  	
      

	21.4 	
      no party shall be precluded from using or divulging such
      information in order to pursue any legal remedy available to it.
  




	22. 	Domicilium Citandi et Executandi
  



	22.1 	
      election 

	  	
		
      The parties choose as their domicilia citandi et
      executandi for all purposes under this Agreement, and as addresses
      where all, notices or other documents or communications of whatsoever
      nature (including the exercise of any option) may be served, the following
      addresses: 





	22.1.1 	Taspac:




	 	Postal Address: 	Physical Address: 
	 	 	 
	 	The Company Secretary 	The Company Secretary 
	 	 	 
		Tasman Pacific Minerals Limited Limited 	Tasman Pacific Minerals







52. 

	 	C/o Moore Stephens MWM Inc Inc 	C/o Moore Stephens MWM 

	 	 	 
	 	Reference: Derek Irish 	Reference: Derek Irish 
	 	 	 
	 	P O Box 1574 	7 West Street 
	 	 	 
	 	Houghton 	Houghton 
	 	 	 
	 	2041 	Johannesburg
	 	 	 
	 	  	Fax No: 
	 	 	 
	 	  	(011) 728 1409 



	22.1.2 	Mmakau: 



	 	Postal Address: 	Physical Address: 
	 	 	 
	 	P O Box 2236 	No 34 8th Street 
	 	 	 
	 	Houghton 	Houghton 
	 	 	 
	 	2041 	Johannesburg 
	 	 	 
	 	  	Fax No. (011) 880 0207 



	22.1.3 	
      The Management Committee: 

	  	
       

		
      At the address of the Member who appointed the then
      chairman of the Management Committee addressed to the Chairman by name and
      designation. 




	22.2 	
      notices in writing 

	  	
       

		
      Any notice or communication required or permitted to be
      given in terms of this Agreement shall be valid and effective only if in
      writing but it shall be competent to give notice by facsimile. 

	  	
       

	22.3 	
      changes 

	 	 
	 	Any party may by notice to the other party change the physical
address chosen as its domicilium citandi et executandi to another
physical address in South Africa or its facsimile number: Provided that the
change shall become effective on the 14th business day from the deemed receipt
of the notice by the addressee. 








53. 


	22.4 	notices 
	 	 
	  	Any notice to a party: 



	22.4.1 	
      sent by prepaid registered post in a correctly addressed
      envelope to it at its domicilium citandi et executandi shall be
      deemed to have been received on the 10th business day after
      posting (unless the contrary is proved); 

	  	
       

	22.4.2 	
      delivered by hand to a responsible person during ordinary
      business hours at its domicilium citandi et executandi shall be
      deemed to have been received on the day of delivery; or 

	  	
       

	22.4.3 	
      sent by facsimile to its chosen facsimile number
      stipulated in clause 22.1, during ordinary business hours shall be deemed
      to have been received on the date of despatch (unless the contrary is
      proved). 




	22.5 	
      actual receipt 

	  	
       

		
      Notwithstanding anything to the contrary herein contained
      a written notice or communication actually received by a party shall be an
      adequate written notice or communication to it notwithstanding that it was
      not sent to or delivered at its chosen domicilium citandi et
      executandi. 

	  	
       

	22.6 	
      business hours 

	  	
       

		
      For purposes of this clause, the expression “ordinary
      business hours” means 08h00 to 16h00 on days which are not Saturdays,
      Sundays or public holidays in the Republic of South Africa.
  







54. 

	23. 	Whole Agreement, No Amendment
  



	23.1 	
      This Agreement constitutes the whole, and the sole record
      of, the agreement between the parties relating to the subject matter
      hereof. 

	  	
       

	23.2 	
      No amendment or consensual cancellation of this Agreement
      or any provision or term thereof or of any agreement, bill of exchange or
      other document issued or executed pursuant to or in terms of this
      Agreement and no settlement of any disputes arising under this Agreement
      and no extension of time, waiver or relaxation or suspension of any of the
      provisions or terms of this Agreement or of any agreement, bill of
      exchange or other document issued pursuant to or in terms of this
      Agreement shall be binding unless recorded in a written document signed by
      both the parties hereto. Any such extension, waiver or relaxation or
      suspension which is so given or made shall be strictly construed as
      relating strictly to the matter in respect whereof it was made or given.
      

	  	
       

	23.3 	
      No extension of time or waiver or relaxation of any of
      the provisions or terms of this Agreement or any agreement, bill of
      exchange or other document issued or executed pursuant to or in terms of
      this Agreement, shall operate as a waiver or as an estoppel against any
      party in respect of its rights under this Agreement, nor shall it operate
      so as to preclude such party thereafter from exercising its rights
      strictly in accordance with this Agreement. 

	  	
       

	23.4 	
      No party shall be bound by any express or implied term,
      representation, warranty, promise or the like not recorded herein.
  




	24. 	
      Governing Law 

	 	
       

		
      This Agreement will be governed by, and construed in
      accordance with, the laws of the Republic of South Africa. 

	 	
       

	25. 	
      No Partnership 

	 	
       

	  	
      Nothing contained in this Agreement shall:
  







55. 

	25.1 	constitute either party the partner, agent or
      legal representative of the other or create a fiduciary relationship
      between the parties, or create any trust or any partnership for any
      purpose whatsoever; or 
	  	  
	25.2 	confer on any party the authority to act for or
      to assume any obligation or responsibility on behalf of the other party or
      otherwise to bind the other party as to any matter or thing to be done in
      relation to the subject matter of this Agreement. 



	26. 	
      Costs 

	  	
       

		
      Each party shall bear its own costs incurred in the
      negotiations, drafting and conclusion of this Agreement.








56. 

SIGNED at Johannesburg on this
9th March 2006 in the presence of the undersigned witnesses: 

AS WITNESSES: 

	1. 	 	 	 
    
	  	 	 	  
	2. 	 	 	Managing Director: 
	 	 	 	 
	  	 	 	For and on behalf of: 
	 	 	 	 
	  	 	 	Tasman Pacific Minerals Limited
	 	 	 	  
				who warrants his/her authority hereto
  


SIGNED at Johannesburg on this
9th March 2006 in the presence of the undersigned witnesses: 

WITNESSES: 


	1. 	 	 	 
    
	  	 	 	  
	2. 	 	 	Director:  
	 	 	 	 
	  	 	 	For and on behalf
    of:  
	 	 	 	 
	  	 	 	Mmakau Mining (Proprietary) Limited 
	  	 	 	  
				who warrants his/her authority hereto
  







57. 

Annex TM 1 

Current Mmakau Group Structure 


 




58. 

Annex TM 2 

Applications for Prospecting Rights 




59. 

SCHEDULE I 

Tasman Pacific Minerals Limited 

South African Prospecting Right Applications 


	Province 	
    DME Reference Number 
	Number of Farms 	Total Area (Hectares) 
	Western Cape 	  	  	  
	Site 22 	[***] 	[***] 	[***] 
	Site 29 	[***] 	[***] 	[***] 
	 	  	  	  
	Eastern Cape 	  	  	  
	Site 37 	[***] 	[***] 	[***] 
	 	  	  	  
	Northern Cape 	  	  	  
	Site 5 	[***] 	[***] 	[***] 
	Site 45 
(incorporating Site 43) 	[***] 	[***] 	[***] 
	Site 49 
(incorporating Sites 44a &44b) 	[***] 	[***] 	[***] 
	Totals 	  	[***] 	[***] 







60. 

Annex TM 3 

Fair Market Value Determination 

The fair market value of either party's Participation Interest
in the Joint Venture shall be agreed upon between the parties or failing
agreement within 30 days of the relevant option having been exercised, to be
determined by the then senior partner of any major international audit firm (not
being the auditors of any of the parties) who shall act as an expert and not as
an arbitrator. If the parties cannot agree on the auditor firm within 7 days,
the then senior partner of such major international audit firm nominated by the
chairperson of the Public Accountants and Auditors Board at the request of
either party (or if he is or she is of the opinion that no suitable independent
major international audit firm can be nominated, the chief executive of an
independent merchant bank) shall determine the fair market value of the
Participation Interest. In determining the fair market value of the
Participation Interest each of the parties shall be entitled to make
representations to the auditor or chief executive. Unless the decision of the
auditor or the independent merchant bank is challenged within 30 days of the
aforesaid determination and notification thereof to the parties, it shall be
final and binding on the parties. If any of the parties challenges the fair
market value, determined as aforesaid it shall do so by written notice to the
other party and to the person who determined the fair market value accompanied
by a certificate by another auditor setting out the basis on which such decision
is challenged. In such case the matter shall be referred to an independent
chartered accountant appointed by the chairperson for the time being of the
Public Accountants and Auditors Board to re-determine the fair market value of
the Participation Interest. Such independent chartered accountants shall act as
an expert and not as an arbitrator and his or her decision shall be final and
binding on the parties.