Peninsula Energy Ltd.: Exhibit 4.2 - 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.  



URAMIN LUKISA JV COMPANY

SHAREHOLDERS
AGREEMENT

amongst 

 

LUKISA INVEST 100 (PROPRIETARY) LIMITED


URAMIN INCORPORATED


and  

URAMINLUKISA JV COMPANY (PROPRIETARY) LIMITED

     








	TABLE OF
      CONTENTS 




	1.
      	PARTIES
      	1
      
	2.
      	INTERPRETATION
      	1
      
	3.
      	RECORDAL
      	12
      
	4.
      	DURATION
      OF AGREEMENT 	13
      
	5.
      	RELATIONSHIP
      OF THE PARTIES 	13
      
	6.
      	CAPITAL
      STRUCTURE OF THE COMPANY 	13
      
	7.
      	BOARD
      	14
      
	8.
      	SHAREHOLDERS’
      MEETINGS 	17
      
	9.
      	BUSINESS
      OF THE COMPANY 	18
      
	10.
      	BUDGETS
      	22
      
	11.
      	EXPLOITATION
      PROGRAM 	23
      
	PART
      THREE –FUNDING AND ACCOUNTING MATTERS 	24
      
	12.
      	FUNDING
      	24
      
	13.
      	GUARANTEES
      AND SURETYSHIPS 	28
      
	14.
      	FUNDING
      DEFAULT 	29
      
	15.
      	DIVIDENDS
      AND CASHFLOW 	30
      
	16.
      	ACCOUNTING
      MATTERS 	31
      
	PART
      FOUR – RESTRICTED MATTERS 	32
      
	17.
      	RESTRICTED
      MATTERS 	32
      
	PART
      FIVE – TRANSFERS OF SHARES 	34
      
	18.
      	PRE-EMPTIVE
      RIGHTS 	34
      
	19.
      	COME-ALONG
      	37
      
	20.
      	TAG
      ALONG 	37
      
	21.
      	CHANGE
      OF CONTROL 	37
      
	PART
      SIX – GENERAL AND MISCELLANEOUS PROVISIONS 	38
      
	22.
      	SHAREHOLDERS’
      CLAIMS 	38
      
	23.
      	INFORMATION
      RELATING TO THE COMPANY AND ITS SUBSIDIARIES 	39
      
	24.
      	VOTING
      SUPPORT 	39
      
	25.
      	INCONSISTENCY
      BETWEEN THIS AGREEMENT AND THE MEMORANDUM AND ARTICLES OF
      ASSOCIATION OF THE COMPANY 	39
      
	26.
      	SUPPORT
      AND HARDSHIP 	39
      
	27.
      	FORCE
      MAJEURE 	40
      
	28.
      	APPLICATION
      OF THE SHAREHOLDERS’ AGREEMENT TO SUBSIDIARIES OF THE COMPANY 	41
      
	29.
      	DISPUTE
      RESOLUTION 	41
      
	30.
      	ARBITRATION
      	42
      
	31.
      	BREACH
      	43
      






Page 2 

	32.
      	DOMICILIUM
      	45
      
	33.
      	TRANSACTIONS
      INDIVISIBLE 	47
      
	34.
      	COSTS
      	47
      
	35.
      	GOVERNING
      LAW AND JURISDICTION 	47
      
	36.
      	GENERAL
      	47
      


SCHEDULES: 

	SCHEDULE 1: 	EXISTING MINING TITLES







URAMIN – LUKISA JV COMPANY SHAREHOLDERS
AGREEMENT 

	1. 	
      PARTIES




	1.1 	
      LUKISA INVEST 100 (PROPRIETARY)
    LIMITED

	 	 
	1.2 	
      URAMIN INCORPORATED

	 	 
	1.3 	
      URAMINLUKISA JV COMPANY (PROPRIETARY)
      LIMITED




	2. 	
      INTERPRETATION




	2.1 	
      The headings to the clauses of this Agreement are
      inserted for reference purposes only and shall in no way govern or affect
      the interpretation hereof.

	 	 
	2.2 	
      Unless inconsistent with the context, the expressions set
      forth below shall bear the following meanings:




	
       
	
      “the/this Agreement” 
	
      the shareholders agreement recorded herein, together with
      all schedules and annexures thereto 

	
       
	
       
	
       

	
       
	
      “Agreed Business” 
	
      the exploration and prospecting for Minerals (in
      particular, but not limited to uranium) in, on or under the Project Areas
      with a view, if viable, to pursuing the commercial exploitation of the
      Project Areas and all matters reasonably ancillary and/or incidental
      thereto, and such other business as may be agreed between the Parties from
      time to time in accordance with the provisions of this Agreement


	
       
	
       
	
       

		
      “Auditors” 
	
      the auditors of the Company from time to time, being BDO
      Spencer Steward as at Signature Date







Page 2 

		
      “the Charter” 
	
      the charter on broad-based economic empowerment in
      respect of the mining and mining-related industries in the Republic
      published in terms of section 100 of the MPRDA 

		 
		
      “Company” 
	
      Uramin Lukisa JV Company (Proprietary) Limited, (formerly
      Uramin-Mago-Lukisa JV Company (Pty), registration number 2005/044619/07
      

		 
		
      “Decision to Mine” 
	
      in relation to each Project, a decision by the Board, on
      the basis of a Definitive Feasibility Study, to proceed with the
      development of a commercial mining operation in respect of the relevant
      Project Area 

		 
		
      “Decision Not to Mine” 
	
      in relation to each Project, a decision by the Board:
    

		 
	
      
      


      

      
	
      
      


      

      
	(i)
      

      
	
      to abandon the relevant project (or any part of the
      relevant Project Area, in which case the Decision Not to Mine shall apply
      only to the part so abandoned; or 

		 
	
      
      


      

      

      
	
      
      


      

      

      
	(ii)
      

      
	
      on the basis of a Definitive Feasibility Study, not to
      proceed at the relevant time with the development of a commercial mining
      operation in respect of such Project 

		 
	
      
      


      

      
	
      “Definitive Feasibility Study”
      


      

      
	
      in relation to a Project, a comprehensive document or
      documents that addresses all matters which are customarily required for an
      effective assessment of the viability of the development and mining of
      Minerals in, on or under the relevant Project Area, in such form and
      detail as may be required for the purposes of enabling the Board to reach
      the Decision to Mine or Decision not to Mine, as the case may be, and
      which shall include (but is not limited to) appropriately detailed
      information and data in respect of the following issues: 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 a mine or mines 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
  







Page 3 

	 	“Companies Act” 	the Companies Act, No. 61 of 1973 (as amended)
    
	 	  	
       

	 	“Directors” 	
      the directors for the time being of the Company


	 	  	
       

	 	“DME” 	
      the Department of Minerals and Energy in the Republic
    

	 	  	
       

	 	“Exploitation” 	
      the commercial exploitation by way of mining for and
      treatment of Minerals in, on or in respect of a Project Area after the
      completion of a Definitive Feasibility Study in respect thereof
  







Page 4 

		Existing Mining Titles 	
      the prospecting rights issued in terms of the MPRDA
      applied for and/or granted to and/or held by the Company, or in respect of
      which the Company is entitled to take transfer, as at Signature Date, all
      as listed in Schedule 1 

	 	  	
		“Exploration” 	
      the commercial exploitation by way of mining for the
      treatment of minerals Minerals in, on or under its Project Area after the
      completion of a Definitive Feasibility Study in respect thereof 

	 	  	
		“Exploration Phase” 	
      in relation to a Project, the phase of its development
      prior to the adoption of a Decision to Mine in respect of the relevant
      Project Area, and “Exploration Budget” and “Exploration
      Program” shall mean any relevant budget and program, as the case
      may be, pertaining to such phase (or part thereof) approved by the Board
      from time to time 

	 	  	
		“Financial Year” 	
      the financial year of the Company as described in clause
      16.7 

	 	  	
		“Financial Statements” 	
      the annual audited financial statements of the Company in
      respect of a Financial Year 

	 	  	
		“HDP” 	
      bears the meaning assigned to the term “historically
      disadvantaged persons” in section 1 of the MPRDA 

	 	  	
		“IFRS” 	
      International financial reporting standards approved from
      time to time by the International Accounting Standards Committee


	 	  	
		“LIBOR” 	
      the London Bank Inter-Offered Rate, as quoted from time
      to time by Barclays Bank plc 







Page 5 

		
      “License Date” 
	
      in relation to each prospecting and/or mining right
      applied for and/or held by the Company from time to time: 

	
       
	
      
	
	
       
	
      
	
      (i) the later of the date upon which - 

	
       
	
      
	
	
       
			
      (a) 
	
      the DME has confirmed the grant thereof to the Company;
      and 

	
       
	
      
	
	
       
			
      (b) 
	
      such right has been notarially executed and registered in
      the Minerals and Petroleum Titles Registration Office in favour of the
      Company 

	
       
	
      
	
			
      (ii) the DME has finally refused the grant thereof to the
      Company and the Company has resolved not to opposed or contest such
      refusal

	
       
	
      
	
	
       
	
      “Lukisa” 
	
      Lukisa Invest 100 (Proprietary) Limited, registration
      number 2001/020922/07, trading as Lukisa Resources 

	
       
	
      
	
	
       
	
      “Market Value” 
	
      The manager appointed by the Company from time to time to
      conduct Exploitation and/or Exploitation as contemplated in clause 9, it
      being recorded that until completion of the Definitive Feasibility Study
      in respect of each Project or the appointment of any other person as
      Manager in terms of clause 9.3, the Manager shall be Uramin 

	
       
	
      
	
	
       
	
      “Market Value” 
	
      in respect of a Shareholding Interest, shall be the
      market value thereof determined by an independent individual or company
      (operating in the Republic who is experienced in valuations for the mining
      industry and approved by the Parties, and failing such approval, nominated
      by the Auditors) appointed by the Company (at the cost of the Party, the
      value of whose Shareholding Interest is required to be determined); and
      who in so determining, shall be deemed to be acting as an expert and not
      as an arbitrator and whose determination shall, in the absence of manifest
      error, be final and binding on the Parties 







Page 6 

	 	“Minerals” 	
      bears generally the meaning ascribed thereto in section 1
      of the MPRDA, and in respect of the Agreed Business, means in particular
      (but is not limited to) uranium, molybdenum and minerals mineralogically
      associated therewith having a commercial or saleable value, to the extent
      that the Company shall from time to time hold and/or have applied for
      and/or intend to acquire Mining Titles thereto 

	 	  	
      

	 	“Minerals Act” 	
      the Minerals Act, No. 50 of 1991 

	 	  	
      

	 	“Mineral Rights” 	
      rights in and to Minerals as provided for in the MPRDA
      

	 	  	
      

		“Mining Titles” 	
      collectively, any right to explore, prospect for and/or
      mine Minerals applied for, granted or issued to and/or held or acquired by
      the Company from time to time in terms of the applicable Mining Laws
    

	 	  	
      

		“Minister” 	
      the Minister of Mineral and Energy Affairs of the South
      African government from time to time 

	 	  	
      

		Mining Information 	
      all knowledge owned and/or licensed to the Company and/or
      available to the Parties with respect to the Project Assets and/or any
      Project Area, including but not limited to, all surveys, maps, mosaics,
      aerial photographs, electromagnetic tapes, electromagnetic or optical
      disks, sketches, drawings, memoranda, drill cores, logs of such drill
      cores, geophysical, geological or drill maps, sampling and assay reports,
      notes and other relevant information and data in whatever
  form







Page 7 

	 	“Mining Laws” 	
      Collectively, the Minerals Act, the MPRDA and the Charter
      and any other applicable legislation or governmental enactment that may be
      promulgated from time to time regulating the rights of persons to explore,
      prospect and/or mine for Minerals in the Republic and insofar as
      applicable to any rights in or to Minerals acquired by or issued to the
      Company in any jurisdiction outside of the Republic, the relevant
      legislation regulating such Mining Title in that jurisdiction 

	 	  	
      

	 	“MPRDA” 	
      the Minerals and Petroleum Resources Development Act, No.
      28 of 2002 

	 	  	
      

	 	“Parties” 	
      Uramin, Lukisa and the Company, and a “Party” shall mean
      each or any of them as the context requires 

	 	  	
      

	 	“Permitted Successors” 	
      any person who acquires a Shareholding Interest from a
      Shareholder and binds itself as Party to this Agreement in accordance with
      its provision 

	 	  	
      

	 	“Prime Rate” 	
      the rate of interest, nominal annual compounded monthly
      in arrears, charged from time to time on overdraft by First National Bank,
      a division of Firstrand Bank Limited (“the bank”) to its corporate
      customers, as certified by any officer or manager of the bank (whose
      appointment or authority it shall not be necessary to prove), and whose
      certificate shall be final and binding on the Parties in the absence of
      manifest error 







Page 8 

	 	
      “Profits” 
	
      the net after-tax profits of the Company in respect of
      each Financial Year determined in accordance with IAS 

	 	
      
	
       

	 	
      “Project” 
	
      any separate or distinct Mineral exploration and/or
      exploitation project undertaken by the Company from time to time in
      respect of the Project Area (or any part thereof), as designated from time
      to time by the Board 

	 	
      
	
       

	 	
      “Project Areas” 
	
      the geographic area or areas encompassed as at Signature
      Date by each of the Existing Mining Titles and Specified Prospecting
      Rights, and after the Signature Date shall include all and any other
      prospecting and/or mining rights held and/or applied for and/or intended
      to be applied for by the Company from time to time 

	 	
      
	
       

	 	
      Project Assets” 
	
      any and all assets of whatsoever nature, whether tangible
      or intangible, owned by the Company and/or used by the Company in
      connection with the Agreed Business, including without limitation:
  

	 	
      
	
       

	 	
      
	
            
	
      (i) 
	
      the Existing Mining Titles; 

	 	
      
	
       

	 	
      
		
      (ii) 
	
      the Mining Information; 

	 	
      
	
       

	 			
      (iii) 
	
      any prospecting and/or mining and/or other rights applied
      for, granted or issued to or acquired or held by the Company at any time
      on or after Signature Date; 







Page 9 

	 			
      (iv) 
	
      all and any rights or interests of the Company in and to
      any immovable properties, whether or not registered in its favour; and
    

	 	
      

      

	 			
      (v) 
	
      all and any other assets or rights of whatever nature
      owned by the Company as at Signature Date and/or acquired at any time on
      or after Signature Date 

	 	
      

      

	 	
      “Related Party” 
	
      with respect to any Party: 

	 	
      

      

		
      

      
	
      (i) 
	
      its holding company or any subsidiary of its holding
      company; or 

	 	
      

      

	 		
      (ii) 
	
      its associates or an associate of its holding company or
      of a subsidiary of its holding company; or 

	 	
      

      

	 		
      (iii) 
	
      any corporation, limited or general partnership,
      association, company, joint venture, trust, unincorporated organisation
      

	 	
      

      

	 			
      or other entity analogous to any of the foregoing:
  

	 	
      

      

      

      

	 			
      (a) 
	
      of which 30% or more of the equity ownership (or
      comparable interest) or 50% or more of the ordinary voting power or
      management control is directly or indirectly vested in or exercised by
      such Party; or 

	 	
      

      

      

      

	 			
      (b) 
	
      which directly or indirectly owns 30% or more of the
      equity (or comparable interest) or 50% or more of the ordinary voting
      power of, or exercises management control over, such Party; or
  







Page 10 

	 	(c) 	
      over which management control is exercised directly or
      indirectly, by an entity referred to in (b)
above




	 	“the Republic” 	
      the Republic of South Africa 

	 	  	
      

	 	“Restricted Matters” 	
      the matters referred to in clause 17 

	 	  	
      

		“Shares” 	
      ordinary shares of R0,01 each in the issued share capital
      of the Company 

	 	  	
      

	 	“Shareholder” 	
      any person who is a beneficial owner of Shares, and
      “Shareholding” shall have the corresponding meaning 

	 	  	
      

	 	“Shareholding Interest” 	
      in relation to any Shareholder, such Shareholder’s
      shareholding in and its claims on loan account against the Company
  

	 	  	
      

		“Signature Date” 	
      the date of signature of this Agreement by the Party last
      in time to sign the Agreement 

	 	  	
      

		“Uramin” 	
      Uramin Incorporated, a company incorporated under the
      International Business Companies Act of the British Virgin Islands under
      registration number 643886, the shares of which are listed on the
      Alternative Investment Market of the London Stock Exchange
  




	2.3 	
      Where any term is defined within the context of any
      particular clause in this Agreement, the term so defined, unless it is
      clear from the clause in question that the term so defined has limited
      application to the relevant clause, shall bear the meaning ascribed to it
      for all purposes in terms of this Agreement, notwithstanding that that
      term has not been defined in this interpretation clause.








Page 11 

	2.4 	
      Unless inconsistent with the context, an expression which
      denotes:




	2.4.1 	
      any gender includes the other genders;

	 	 
	2.4.2 	
      a natural person includes an artificial person and vice
      versa;

	 	 
	2.4.3 	
      the singular includes the plural and vice
  versa.




	2.5 	
      Unless inconsistent with the context or save where the
      contrary is expressly indicated:




	2.5.1 	
      if any provision in a definition is a substantive
      provision conferring rights or imposing obligations on any Party,
      notwithstanding that it appears only in this interpretation clause, effect
      shall be given to it as if it were a substantive provision of this
      Agreement;

	 	 
	2.5.2 	
      a reference to "days" shall be construed as calendar days
      unless qualified by the word "business", in which instance a "business
      day" shall be any day other than a Saturday, Sunday or official public
      holiday in the Republic. Any reference to "business hours" shall be
      construed as being the hours between 08h30 (eight hours and thirty
      minutes) and 17h00 (seventeen hours) on any business day. Any reference to
      time shall be based upon South African Standard Time.

	 	 
	2.5.3 	
      when any number of days is prescribed in this Agreement,
      same shall be reckoned exclusively of the first and inclusively of the
      last day unless the last day falls on a day which is not a business day,
      in which case the last day shall be the next succeeding business
    day;

	 	 
	2.5.4 	
      in the event that the day for payment of any amount due
      in terms of this Agreement should fall on a day which is not a business
      day, the relevant day for payment shall be the subsequent business
    day;

	 	 
	2.5.5 	
      in the event that the day for performance of any
      obligation to be performed in terms of this Agreement should fall on a day
      which is not a business day, the relevant day for performance shall be the
      subsequent business day;







Page 12 

	2.5.6 	
      any reference in this Agreement to an enactment is to
      that enactment as at the Signature Date and as amended or re-enacted from
      time to time;

	 	 
	2.5.7 	
      any reference in this Agreement to this agreement or to
      any other agreement or document shall be construed as a reference to this
      Agreement or (as the case may be) such other agreement or document, as the
      same may have been, or may from time to time be, amended, varied, novated
      or supplemented;

	 	 
	2.5.8 	
      no provision of this Agreement constitutes a stipulation
      for the benefit of any person who is not a party to this
  Agreement;

	 	 
	2.5.9 	
      references to day/s, month/s or year/s shall be construed
      as Gregorian calendar day/s, month/s or year/s;

	 	 
	2.5.10 	
      a reference to a Party includes that Party’s
      successors-in-title and permitted assigns.




	2.6 	
      The rule of construction that the contract shall be
      interpreted against the Party responsible for the drafting or preparation
      of this Agreement, shall not apply.

	 	 
	2.7 	
      The interpretation and/or application of any term or
      provision of this Agreement shall not be affected by the fact that this
      Agreement has for convenience and ease of reference been separated into
      Parts.

	 	 
	2.8 	
      The schedules to this Agreement form an integral part
      hereof and words and expressions defined in this Agreement shall bear,
      unless the context otherwise requires, the same meaning in such
      schedules.




	3. 	
      RECORDAL




	3.1 	
      Uramin and Lukisa wish to co-operate with each other
      through the vehicle of the Company in the conduct of the Agreed
      Business.

	 	
       

	3.2 	
      The Parties wish to regulate in writing their
      relationship inter se as shareholders in the Company and as between
      the Company and its shareholders, as well as the basis upon which they
      will conduct the Agreed Business, on the terms and conditions set out in
      this Agreement.







Page 13 

	4. 	
      DURATION OF
AGREEMENT




	4.1 	
      This Agreement shall come into effect on the Signature
      Date and shall be and remain binding on each of the Parties and/or its
      Permitted Successors or assigns unless otherwise agreed.

	 	 
	4.2 	
      This Agreement l supersedes and replaces in their
      entirety, with effect from the Signature Date, all and any prior
      agreements entered into between the Company, Lukisa and Uramin in respect
      of the subject matter of this Agreement only, namely the terms of the
      joint venture arrangements between the Parties with regard to mining
      related activities in the Republic and all considerations ancillary
      thereto.




	5. 	
      RELATIONSHIP OF THE
  PARTIES



The relationship of the Parties amongst
themselves shall be governed by the terms of this Agreement and nothing
contained herein shall be deemed to constitute a partnership between them and
neither shall they by reason of the actions of any one of them incur any
personal liability as co-partners to any third party and none of them shall be
entitled or empowered to represent or hold out to any third party that the
relationship between them is that of partnership. 

	6. 	
      CAPITAL STRUCTURE OF THE
  COMPANY




	6.1 	
      The Parties record that, as at the Signature
  Date:




	6.1.1 	
      the authorised share capital of the Company comprised R1
      000,00, consisting of 100 000 Shares: and

	 	 
	6.1.2 	
      the paid-up and issued share capital of the Company
      comprised R120,00, consisting of 12,000 Shares, of
  which::







Page 14 

	6.1.2.1 	
      8,880 Shares, representing a 74% interest in the Company,
      are issued and registered in the name of Uramin: and

	 	 
	6.1.2.2 	
      3,120 Shares, representing a 26% interest in the Company,
      are issued to and registered (or registrable) in the name of Lukisa.Uramin
      - 7 800;




	6.2 	
      Without limiting the generality of any other provision of
      this Agreement, the Parties record that Uramin shall be entitled at any
      time to hold its shareholding Interests through one or more Related Party
      to Uramin, provided that such entity shall have bound itself in writing as
      a Party to this Agreement and Uramin shall have guaranteed the obligations
      of such Related Party.




	7. 	
      BOARD




	7.1 	
      The Parties shall procure
that:




	7.1.1 	
      the Board shall consist of t of not fewer than 3 and not
      more than 7 Directors;

	 	 
	7.1.2 	
      each Shareholder shall be entitled (but not obliged) to
      nominate, appoint, remove and replace 1 (one) Director in respect of each
      completed 12,5% Shareholding held by it; provide that, for so long as
      Uramin and Lukisa shall be the only Shareholders holding 74% and 26%
      respectively of the Shares;




	7.1.2.1 	
      Uramin shall be entitled (but not obliged) to nominate,
      appoint, remove and replace 4 Directors; and



Lukisa shall be entitled (but not
obliged) to nominate, appoint, remove and replace 3 Directors. 

	7.2 	
      Should a Shareholder’s entitlement to appoint one or more
      directors in terms of 7.1.2 cease, such Shareholder shall forthwith at its
      own expense procure the removal of that number of its appointees to the
      Board and indemnifies the Company and the other Parties accordingly
      (including but not limited in respect to any claim by such Director for
      wrongful or unfair dismissal or redundancy or other compensation arising
      out of such removal or loss of office); 







Page 15 

	7.3 	
      Each Director shall be entitled to appoint an alternate
      to the Board. A person (who may also be a Director) may be appointed as
      alternate to represent more than one Director. Any person so appointed as
      an alternate director shall have a separate vote on behalf of each
      Director he is representing in addition to his own vote (if any) as a
      Director. An alternate director, whilst acting in the place of a Director,
      shall, in the absence of such Director, exercise and discharge all the
      duties and functions of the Director or Directors he represents. The
      appointment of an alternate director shall cease on the happening of any
      event which, if he is or were a Director, would cause him to cease to hold
      office as a Director of the Company or if the Shareholder who appointed
      the Director in respect of whom he is the appointed alternate director
      ceases to be a Shareholder, or if the Director in respect of whom he is
      appointed an alternate director gives notice to the Company that his
      appointment as such has been terminated..

	 	 
	7.4 	
      All appointments of Directors and alternate Directors
      shall be on written notice to the other Shareholders and the
    Company;

	 	 
	7.5 	
      For so long as Uramin holds the greatest number of
      Shares, the chairman of the Board shall be appointed by Uramin from among
      the Directors appointed by it, it being agreed
that:




	7.5.1 	
      the chairman shall preside at meetings of the Board and
      Shareholders; and

	 	 
	7.5.2 	
      the chairman shall not have a second or casting
    vote;




	7.6 	
      Each Director shall be entitled, at any meeting of the
      Board, to exercise a number of votes equal to the total number of Shares
      beneficially held by the Shareholder which nominated such Director
      pursuant to the provisions of clause7.1.2, divided by the number of
      Directors nominated by such Shareholder present and entitled to vote at
      such meeting, rounded up to the nearest whole figure; and subject to the
      provisions of this Agreement and the Companies Act, resolutions of
      Directors in order to be of force and effect must be approved by a simple
      majority; 







Page 16 

	7.7 	
      A quorum for all meetings of the Board shall be 3
      Directors, at least 1 of whom shall be a Director appointed by Uramin and
      1 of whom shall be a Director appointed by either Lukisa, present in
      person or by proxy at commencement of the meeting. If, within 10 minutes
      from the time appointed for a meeting of the Board, a quorum is not
      present, the meeting shall stand adjourned until the same day at the same
      time in the next week (or, if that day is not a business day, then the
      next business day), and all members of the Board shall be given written
      notice of such adjourned meeting. If at the adjourned meeting a quorum is
      not present within 10 minutes of the time appointed for the holding of
      that adjourned meeting, the Directors present at such adjourned meeting
      shall constitute a quorum for the purposes of transacting the business for
      which the original meeting shall have been convened. In all other
      circumstances, a new meeting of the Board shall be convened. . The Board
      shall appoint a secretary whose responsibility it shall be to record the
      minutes of all meetings of the Board and to distribute such minutes to
      each of the Shareholders and to the Directors. The secretary shall, from
      time to time, as directed by the Board, convene meetings of the Board by
      delivery of not less than 48 (forty-eight) hours written notice to the
      Directors (or such shorter notice as may be necessary in the circumstances
      in the case of any urgent meeting, which notice shall not be less than 4
      (four) hours unless otherwise agreed by all the Directors, it being agreed
      by the Parties that for purposes of giving notice of any meeting of
      Directors, notice may be given by way of email or other electronic means,
      including by way of short message services on mobile telephony. The
      secretary shall have such other powers and/or duties as the Board may from
      time to time determine.







Page 17 

	7.8 	
      The Board will meet at least once per quarter, provided
      that any 2 Directors, acting together, shall be entitled on notice to the
      others of them to convene a meeting of the Board.

	 	 
	7.9 	
      Unless otherwise agreed by the Parties, meetings of the
      Board shall be held in Johannesburg, provided that, subject to proper
      notice as contemplated in this Agreement having been given or waived,
      meetings of the Board and all committees of the Board may be held by means
      of such telephone, video, electronic or other communication facility as
      permits all persons participating in the meeting to communicate with each
      other simultaneously and instantaneously.




	8. 	
      SHAREHOLDERS’
MEETINGS




	8.1 	
      Subject to the provisions of the Companies Act in
      relation to special resolutions, a quorum for all Shareholders’ meetings
      of the Company (including any adjournment thereof) shall be members
      present in person or represented by proxy holding at least 60% of the
      Shares, provided always that for so long as Uramin and Lukisa shall remain
      shareholders holding shares representing more than 20% of the issued share
      capital of the Company, each shall be present in person or represented by
      proxy.

	 	 
	8.2 	
      If, within 30 minutes from the time appointed for a
      Shareholders’ meeting, a quorum is not present, that meeting (“the
      first meeting”) shall stand adjourned until the same day and at the
      same time in the next week (or, if that day is not a business day, then to
      the next business day). Notice in writing of the adjourned meeting shall
      be given by the Company to all the Shareholders forthwith after the first
      meeting. If at the adjourned meeting a quorum is not present within 15
      minutes of the time appointed for the holding of that adjourned meeting,
      those Shareholders present at such adjourned meeting shall constitute a
      quorum and may transact the business for which the meeting was originally
      convened. In all other circumstances, a new meeting shall be
    convened.

	 	 
	8.3 	
      Voting at all Shareholders meetings shall be conducted on
      the basis of a poll (save for the appointment of the chairman to preside
      at such meeting, in circumstances where the chairman of the board is
      unavailable to preside at such meeting), and save and except for the
      Restricted Matters, all decisions taken, to be valid and effective, must
      have been adopted by simple majority.







Page 18 

	8.4 	
      Save as may otherwise be agreed in writing from time to
      time by all of the Shareholders, the provisions of clause7.8 and 7.10
      shall apply mutatis mutandis to meetings of the
  Shareholders.

	 	 
	8.5 	
      A resolution in writing circulated to all the
      Shareholders and signed by all of them shall be as valid and effectual as
      if such resolution had been passed at a Shareholders’ meeting duly
      convened and held. Any such resolution may consist of several documents in
      like form, each signed by one or more of the Shareholders. Unless the
      contrary is stated therein, any such resolution shall be deemed to have
      been passed on the date of the latest signature by the Shareholders
      signing such resolution. A facsimile copy of the resolution signed by a
      Shareholder shall be acceptable evidence that such resolution has been
      signed by the Shareholder whose signature appears on that facsimile;
      provided always that such Shareholder shall have signed the original copy
      of the resolution and such original copy shall be retained in the records
      of the Company as specified in the Companies Act. Should a written
      resolution circulated to all Shareholders not be signed by all the
      Shareholders, such resolution shall be of no force or effect and the
      matter or matters which are the subject of such written resolution shall
      be referred to a Shareholders’ meeting for
consideration.




	9. 	
      BUSINESS OF THE
COMPANY




	9.1 	
      The Parties shall procure (insofar as they are legally
      able) that with effect from the Signature
Date:




	9.1.1 	
      the only business conducted by the Company shall be the
      Agreed Business;

	 	 
	9.1.2 	
      subject to the provisions of this Agreement, the overall
      supervision, control and direction of the Agreed Business and the Company
      shall vest in the Board;

	 	 
	9.1.3 	
      without limiting the generality of the powers, duties
      and/or authorities of the Board, the Board shall be responsible for
      receiving, considering, approving (with or without amendment) and/or
      rejecting all budgets applicable to the activities of the Company and the
      conduct of the Agreed Business from time to time and the adoption of any
      Decision to Mine or Decision not to Mine, as the case may be; and and the
      Joint Venture from time to time and shall make the Decision to Mine or
      Decision Not to Mine, as the case may be; 







Page 19 

	9.1.4 	
      the members of the Board and the employees of the Company
      having executive functions and responsibilities shall have familiarised
      themselves with the provisions of this agreement and shall have undertaken
      to discharge their respective duties, functions and responsibilities for
      and on behalf of the Company in a manner which will not result in any
      breach by the Company of its provisions.




	9.2 	
      The Parties record that subject always to the overall
      direction and control of the Board, at all material times prior to the
      Signature Date, Uramin has been the Manger in respect of the -day-today
      conduct and management of the Agreed Business and the affairs of the
      Company in respect of the matters more fully described in clause 9.3
      below, and unless and until otherwise resolved by the Board in accordance
      with the provisions of clause 9.3, shall continue with effect from
      Signature Date to act in that capacity on materially the same basis as
      previously. Save as otherwise provided for herein, Uramin shall be
      entitled to be reimbursed by the Company in respect of the costs, charges
      or expenses demonstrably incurred in connection with the conduct and
      management of the Agreed Business and the Company.

	 	 
	9.3 	
      Without derogating from the generality of the aforegoing,
      the Parties shall procure that, if deemed expedient by the Board, the
      Board shall formally appoint Uramin or such other party as it may deem
      appropriate as the Manager in terms of an arms-length written management
      services agreement, on terms and conditions to be negotiated between the
      Company and the manager, to conduct and carry out the Exploration and all
      ancillary business activities and operations relating thereto (including
      but not limited to the preparation and submission to the Board of the
      Definitive Feasibility Study in respect of any relevant Prospecting Area)
      and thereafter, as directed from time to time, the Exploitation, and which
      management services agreement shall provide, amongst other matters; for:
      







Page 20 

	9.3.1 	
      any compensation payable by the manager;

	 	 
	9.3.2 	
      the Manager to be responsible for the preparation and
      submission to the Board from time to time or as directed of the
      Exploration Programmes, Exploitation Budgets and Exploration Reports, or
      any amendments or modifications thereof.




	9.4 	
      Subject to the overall control and direction of the Board
      the Manager shall manage and administer on a day-to-day basis the Company
      and the Agreed Business. The Manager shall be accountable and shall report
      to the Board and its sub-committees in respect of its management and
      administration of the Company and the Agreed Business, and shall comply in
      all respects with the requirements and directions of the Board and its
      sub- committees from time to time.

	 	 
	9.5 	
      unless otherwise specifically so resolved by the Board,
      the Company shall have no employees and/or personnel of any kind,
      permanent or temporary, nor (save in respect of any fees, costs or charges
      payable in connection with the management, administration and conduct of
      the Agreed Business by the Manager and/or the Management Committee, as
      approved by the Board from time to time) shall the Company incur any fixed
      or recurring expenses of an operating nature;

	 	 
	9.6 	
      the Board shall, inasfar as possible, adopt and
    apply:




	9.6.1 	
      the recommendations of the King Commission on Corporate
      Governance; and

	 	 
	9.6.2 	
      a code of conduct which will deal with all issues
      relating to black economic empowerment and public relations (including,
      without limitation, relations with the employees of the Company from time
      to time). The code of conduct shall include (but shall not be limited to)
      a policy of non-racism, employment equity, and the maintaining of good
      relationships with the local community and with all workmen and/or
      independent contractors appointed by the Company from time to
  time.







Page 21 

	9.7 	
      the Board shall be entitled to form sub-committees and to
      delegate to such sub- committees such of the powers and responsibilities
      as the Board may determine from time to time, provided always that for so
      long as Uramin and Lukisa shall remain shareholders holding shares
      representing more than 20% of the issued share capital in the Company,
      each such sub-committee shall have at least one member appointed by each
      of Uramin and Lukisa. Without limiting the generality of the foregoing,
      the Board shall, as and when it deems it expedient to do so in furthering
      or facilitating the orderly conduct of the Agreed Business
  form




	9.7.1 	
      a management committee to supervise and interact with the
      Manager in respect of the -day-today conduct of the Agreed Business
      (including all matters of a technical nature) and to report to the Board
      in respect of the Manager’s administration of the Company and the conduct
      of the Agreed Business, on the basis, at such time and in such manner as
      the Board, in consultation with the management committee, may determine
      from time to time;

	 	 
	9.7.2 	
      an audit committee, on the basis described in
      clause16.6;

	 	 
	9.7.3 	
      as and when the Company shall employ any employees, a
      remuneration committee, consisting of 3 members, appointed by the Board,
      and which committee shall be chaired by a Director. The remuneration
      committee shall consider and make recommendations to the Board in respect
      of the remuneration of the employees of the
Company.




	9.8 	
      Where any obligation is placed on the Board and/or the
      Directors and/or any sub- committee of the Board (or any of them) in terms
      of this Agreement, the Parties shall use their respective reasonable
      endeavours inasfar as they shall be able and entitled to do so, to procure
      that the Board and/or the Directors (or any of them) shall comply with and
      shall perform such obligation timeously and appropriately in the
      circumstances.

	 	 
	9.9 	
      The Parties expressly record that the management
      committee contemplated in clause 9.7.1 shall be entitled from time to time
      to agree to such minor variations or adjustments of the Exploration or
      Exploitation Budget and/or Exploration or Exploitation Program, as the
      case may be, as shall be necessary in its reasonable discretion, in
      consultation with the Manager, to deal appropriately with the day-to-day
      exigencies (and/or any unforeseen emergencies) arising during the
      Exploration or Exploitation (for which purpose, a minor variation or
      adjustment shall be deemed to be any variation or change, on a cumulative
      basis, of less than 10% in aggregate in any approved Exploration or
      Exploitation Budget and/or any variation or change which will or may have
      the effect of postponing or delaying any scheduled works encompassed by an
      Exploration or Exploitation Program, as the case may be, of less than 6
      weeks). 







Page 22 

	10. 	
      BUDGETS




	10.1 	
      The Board (or if so directed, the management committee)
      Management Committee shall procure that the Manager shall, by no later
      than 1 calendar month before the end of the Financial Year during the
      currency of the is Agreement, or such other late date as the Board may
      determine prepare and submit to the Board a budget, in respect of the
      conduct generally of the Agreed Business, based on its proposed
      Exploration Program (or Exploitation Program, as the case may be), in
      respect of the following Financial Year. The Manager shall prepare such
      budget in such format as the Board (or the Management Committee, in
      consultation with the Board) shall determine from time to time.

	 	 
	10.2 	
      The Board shall consider each budget (and concomitant
      program) prepared by the Manager, and in so doing shall act reasonably and
      take into account generally accepted mining industry practices, sound
      economic principles and the best interests of the Company. The Board shall
      approve (with or without amendment) or reject the budget, by not later
      than one month after the budget shall have been delivered to the Board for
      its consideration. In the event that the Board shall have rejected the
      budget, the Manager shall as soon as reasonably possible in the
      circumstances prepare an amended budget, which shall be submitted to the
      Board for further consideration.

	 	 
	10.3 	
      The Board (or if so directed, the Management Committee)
      shall, at least once every quarter during the currency of this Agreement,
      review the financial performance and progress of the Company as measured
      against the budget. The Management Committee (if then applicable) shall
      report to the Board in respect of its review of the financial performance
      and progress of the Company as measured against the budget and shall make
      appropriate recommendations to the Board. The Board shall consider the
      financial performance and progress of the Company as measured against the
      budget, and the submissions of the Management Committee, in order to take
      account of and to assess changed economic and/or other relevant
      circumstances and/or the exploration or mining or other operations
      actually carried on by the Company. In so considering the budget, the
      Management Committee and the Board shall act reasonably and shall take
      into account generally accepted mining industry practices, sound economic
      principles and the best interests of the Company.








Page 23 

	10.4 	
      In the event that it will be necessary and/or desirable,
      in the view of the Board, to amend the budget, the Manager shall, on the
      instruction of the Board, prepare such amended budget and submit same to
      the Board for consideration.

	 	 
	10.5 	
      The Manager shall implement and shall report on an
      ongoing basis (but in any not less frequently than once in each quarterly
      period) to the Management Committee in respect of its implementation of
      the budget (and concomitant program) in accordance with its terms,
      provided that, in the event that the Board (or the Management Committee)
      shall have rejected any budget in terms of clause10.2, the Manager shall
      implement the previous budget approved by the Board, notwithstanding that
      the period in respect of which such budget shall have been prepared and
      approved shall have expired.

	 	 
	10.6 	
      The Manager shall immediately notify the Board (or the
      Management Committee, as the case may be, who shall in such case, subject
      to 9.9, report to the Board in respect of any such material departure from
      any budget or program, as the case may be, and shall make recommendations
      to the Board in connection therewith of any material departure from any
      budget or program (for which purpose, “material” shall be deemed to be a
      variance of 10% or more in any headline item in any approved annual budget
      and/or a delay of 6 or more weeks in any scheduled work
  programme).




	11. 	
      EXPLOITATION
PROGRAM



The Parties shall procure that: 

	11.1 	
      The Manager (if applicable, in consultation with the
      Management Committee) shall from time to time after the finalisation of a
      Definitive Feasibility Study in respect of any Project prepare and deliver
      to the Board for its consideration an Exploitation Program, which shall:
      







Page 24 

	11.1.1 	
      deal with the conduct of each Project following the
      finalisation of the Definitive Feasibility Study relating thereto, on a
      monthly basis;

	 	 
	11.1.2 	
      deal with the conduct of the other business of the
      Company on an annual basis; and

	 	 
	11.1.3 	
      be revised not less frequently than every six months or
      otherwise as directed by the Board (or the Management Committee, as the
      case may be).



PART THREE –FUNDING AND ACCOUNTING MATTERS


	12. 	
      FUNDING




	12.1 	
      Funding prior to-Definitive Feasibility
    Study




	12.1.1 	
      The Parties record that prior to the Signature Date,
      Uramin provided all funding required for the activities of the Company
      (“the Prior Funding”.

	 	 
	12.1.2 	
      [***].

	 	 
	12.1.3 	
      [***].

	 	 
	12.1.4 	
      Notwithstanding clauses 12.1.1 and 12.1.3
  above:




	12.1.4.1 	
      [***]; and

	 	 
	12.1.4.2 	
      insofar as any Party is able to procure third party
      funding for costs incurred by the Company prior to the preparation of a
      Definitive Feasibility Study in respect of any Project, and subject
      further to such funding being on terms more advantageous to the Company
      than the terms applicable to the Uramin Funding and otherwise commercially
      acceptable to the Board, the Parties shall use their respective reasonable
      commercial endeavours to procure that the Company uses such third party
      funding instead of the Uramin Funding. 







Page 25 

	12.2 	
      Post Definitive Feasibility Study
  Funding




	12.2.1 	
      After the preparation and completion of a Definitive
      Feasibility Study in respect of a Project, it is intended that, insofar as
      possible, the Company will thereafter in relation to such Project procure
      finance facilities and/or raise such funding (“Project Funding”) as
      it may require from time to time for purposes of the Exploitation from
      outside sources, in accordance with the specific finance required by the
      Company in connection with the particular Project and based generally on
      the Company’s own creditworthiness and otherwise on commercial terms
      reasonably acceptable to the Board. The Parties undertake to use their
      respective reasonable commercial endeavours to co-operate with and assist
      the Company to raise such Project Funding, including (without limitation)
      furnishing to any Lenders contemplated in clause 13 the security envisaged
      therein.




	12.3 	
      Terms Applicable to Uramin
  Funding



The following terms shall apply to the
Uramin Funding: 

	12.3.1 	
      the Uramin Funding shall accrue interest on the balance
      outstanding from time to time at the Prime Rate plus [***]; and
..

	 	 
	12.3.2 	
      the Uramin Funding shall be repayable by the Company to
      Uramin as a first charge against any Profits generated by the Company or
      amounts available for distribution by the Company to its Shareholders and
      prior to the payment of any dividends and/or other distributions
      whatsoever to the Shareholders, or if Uramin so elects may be repayable
      from the proceeds of any Project Funding raised by the Company in respect
      of any Project at any time after completion of any Definitive Feasibility
      Study.




	12.4 	
      General Funding
Provisions




	12.4.1 	
      Subject to the provisions of clauses 12.1 to and12.3
      inclusive and clause 17, the Board shall, from time to time, determine the
      amount of any Project Funding required by the Company, the time or times
      when such Project Funding shall be required and the manner in which and
      the terms on which, if so resolved by the Board, the Shareholders shall be
      obliged to provide such Project Funding. 







Page 26 

	12.4.2 	
      In the event that the Board shall have determined that
      the Company shall require Project Funding from the Shareholders, the Board
      shall deliver a written notice (“the Funding Notice”) to each of
      the Shareholders, specifying:




	12.4.2.1 	
      the aggregate amount of the Project Funding required by
      the Company and the amount of the Project Funding to be contributed by
      each of the Shareholders, it being recorded that all Project Funding shall
      be contributed by the Shareholders pro rata to their respective
      Shareholdings from time to time;

	 	 
	12.4.2.2 	
      when such Project Funding shall be required, it being
      recorded that the Shareholders, or any of them, shall not be required to
      provide any Project Funding before the expiry of a period of not less than
      30 business days after the delivery of the Funding Notice to each
      Shareholder;

	 	 
	12.4.2.3 	
      whether such Project Funding shall be required to be
      contributed by way of subscription for new Shares in the Company, or by
      way of loans to the Company, or by way of a combination of subscription
      for new Shares in the Company and loans to the Company;

	 	 
	12.4.2.4 	
      in the event that the Project Funding, or any portion
      thereof, shall be required to be contributed by way of subscription for
      new Shares in the Company, the number of Shares in respect of which each
      Shareholder shall be obliged to subscribe and the subscription price
      payable in respect of such new Shares. The subscription price in respect
      of such new Shares shall be expressed as the aggregate per Share of the
      par value of such Share and the premium in respect of such Share
      determined by the Board; and

	 	 
	12.4.2.5 	
      in the event that the Project Funding, or any portion
      thereof, shall be required to be contributed by way of a loan or loans to
      the Company, the amount to be lent and advanced to the Company by each
      Shareholder and the terms upon which such amount shall be lent to the
      Company.




	12.4.3 	
      On the delivery of any Funding Notice to each of the
      Shareholders, each of the Shareholders shall be obliged to and shall
      contribute the Project Funding required in terms of the Funding Notice to
      the Company at the time, on the basis and on the terms set out in the
      Funding Notice. In the event that any Shareholder shall fail, for whatever
      reason, to comply with its obligations in terms of any Funding Notice, the
      provisions of clause 14shall apply. 







Page 27 

	12.4.4 	
      Without derogating from the generality of the aforegoing
      provisions of this clause12.4 or any other provision of the Agreement,
      Uramin undertakes in favour Lukisa that in the event that Lukisa is called
      upon to contribute Project Funding to the Company on the terms
      contemplated in this clause12.4 that Uramin shall, if so requested in
      writing by Lukisa, advance to the Company, as specified in the applicable
      Funding Notice. All such funding advanced by Uramin to the Company at
      Lukisa’s request shall be dement to constitute a demand loan
      (“Uramin-Lukisa Loan”) made by Uramin to Lukisa , to which the
      following terms and conditions shall be
applicable:




	12.4.4.1 	
      the outstanding amount of the Uramin-Lukisa Loan from
      time to time shall attract interest at the Prime Rate plus
[***];

	 	 
	12.4.4.2 	
      unless otherwise agreed in writing between Uramin and
      Lukisa, the Uramin- Lukisa loan shall be repayable as a first charge
      against any dividends and/or other amounts (“Distribution”) which
      may become payable by the Company to Lukisa in its capacity as a
      Shareholder, however and wherever arising;

	 	 
	12.4.4.3 	
      The Company shall maintain a separate notional loan
      account in its books and records in the name of Uramin in respect of the
      Uramin-Lukisa Loan, and shall record therein all transactions relating to
      and/or in connection with the Uramin-Lukisa Loan contemplated herein;
      and

	 	 
	12.4.4.4 	
      Lukisa hereby irrevocably authorises and instructs the
      Company to pay over to Uramin, for and on its behalf, aand any
      Distribution payable to Lukisa until the full outstanding balance of the
      Uramin-Lukisa Loan together will all interest accrued therein, shall have
      been repaid to Uramin.







Page 28 

	13. 	
      GUARANTEES AND
SURETYSHIPS




	13.1 	
      The Board shall be entitled in its discretion to
      determine that any funding required by the Company, shall be provided by
      third parties, in which event the Company shall enter into appropriate
      agreements of loan (“the Loan Agreements”) with such third parties
      (“the Lenders”) on terms and conditions to be determined by the
      Board. In the event that the Lenders shall require, in respect of any Loan
      Agreement, that the Shareholders shall bind themselves as sureties for
      and/or co-principal debtors together with the Company in respect of any
      amount borrowed by the Company from the Lenders (“the Suretyship
      Undertakings”), or shall guarantee the obligations of the Company in
      terms of any Loan Agreement (“the Guarantees”), the Board shall be
      entitled to deliver a written notice (“the Guarantee Notice”) to
      each of the Shareholders, specifying:




	13.1.1 	
      the amount borrowed by the Company in terms of and the
      terms and conditions of the relevant Loan Agreement;

	 	 
	13.1.2 	
      that the Shareholders shall be obliged to execute
      Suretyship Undertakings and/or Guarantees in respect of the relevant Loan
      Agreement; provided further that nothing herein contained shall impose or
      be construed as imposing on any Shareholder the obligation to furnish
      security to a Lender jointly and severally with any other Shareholder
      and/or to assume any actual or contingent liability for the obligations of
      the Company to such Lender in excess of its proportionate share, relative
      to its pro rata Shareholding of the Company from time to time, of
      such obligations;

	 	 
	13.1.3 	
      when the Shareholders shall be obliged to execute the
      Suretyship Undertakings and/or the Guarantees, it being recorded that the
      Shareholders, or any of them, shall not be required so to execute the
      Suretyship Undertakings and/or the Guarantees before the expiry of a
      period of not less than 20 business days after the delivery of the
      Guarantee Notice to each Shareholder; and

	 	 
	13.1.4 	
      the terms and conditions applicable in respect of the
      Suretyship Undertakings and/or the Guarantees, it being specifically
      recorded that the Board shall use its reasonable commercial efforts to
      procure that the Shareholders shall be jointly, but not jointly and
      severally, liable in terms of such Suretyship Undertakings and/or
      Guarantees.







Page 29 

	13.2 	
      On the delivery of the Guarantee Notice, the Shareholders
      shall be obliged to and shall execute the Suretyship Undertakings and/or
      the Guarantees on the basis and at the time required in terms of the
      Guarantee Notice, failing which the provisions of clause 14shall
    apply.




	14. 	
      FUNDING DEFAULT




	14.1 	
      In the event that any Shareholder (“the Defaulting
      Shareholder”) shall fail, for whatever reason, to provide the Project
      Funding or shall fail to execute the Suretyship Undertakings and/or the
      Guarantees required in terms of clause 13 (“the Default Security”),
      the other Shareholders shall be entitled, without prejudice to any other
      entitlements which they may have, to advance the whole or a portion of the
      Project Funding, the Defaulting Shareholders shall be in default (“a
      Funding Default”) of its obligations in terms of this Agreement, and
      the Shareholder (or if there shall be more than one shareholder, all or
      any of them in proportion to their Shareholding, (“the Funding
      Shareholder”), shall be entitled (but no obliged), without prejudice
      to any other entitlements which it or they may have hereunder, thereupon
      to contribute the whole or in part the Defaulting Funding to the Company,
      or furnish the Default Security to the relevant Lenders and in which
      event:




	14.1.1 	
      The Default Funding so contributed by the Funding
      Shareholders shall constitute loans (“Default Funding Loans”)
      advanced by the Funding Shareholders to the Company on the following terms
      and conditions:




	14.1.1.1 	
      the Default Funding Loan shall accrue interest at the
      Prime Rate plus [***]: and

	 	 
	14.1.1.2 	
      subject to the provisions of clause 12.3, the Default
      Funding Loan shall be repayable by the Company to the Funding
      Shareholders(s) in priority to the payments of any dividends or other
      distributions to the Shareholders;



Provided however that, the Defaulting
Shareholder shall nonetheless remain entitled at any time to remedy such Funding
Default by contributing to the Company, as and when it is able to do so, such
funding (“Remedial Funding”) in respect of the Default Funding, and if it
shall contribute any Remedial Funding, the Company shall forthwith apply all
such Remedial Funding towards repayment of the Funding Shareholders (pro-rata to
their respective Shareholdings) of the then –outstanding Default Funding Loans.





Page 30 

	14.2 	
      in the event that any Funding Default by a Default
      Shareholder shall not have been remedied on the basis contemplated in
      clause 14.1.1.1, to the reasonable satisfaction of the other Shareholders,
      within a period of 24 months after the Funding Default concerned shall
      have occurred, or if in the reasonable opinion of the Funding Shareholder
      such Funding Default shall at any time be or become incapable of being
      remedied by the Defaulting Shareholder, any Shareholder shall be entitled
      to deliver a notice of breach to the Defaulting Shareholder in terms of
      clause 31.1 and the further provisions of clause 31 shall be
      applicable.




	15. 	
      DIVIDENDS AND
CASHFLOW




	15.1 	
      Subject to the provisions of this Agreement the Company
      shall distribute to the Shareholders such portion of the accumulated
      Profits as the Board shall determine, by the declaration and payment of
      dividends in such amounts as the Board may, in its discretion, determine
      from time to time.

	 	 
	15.2 	
      Subject to clauses 12.3.2 and14.1.1.2, the Parties shall
      procure that the Company shall apply not less than [***] of all amounts
      available for distribution as Profits to the Shareholders, prior to any
      distribution of such Profits to the Shareholders in terms of clause 15.1,
      to the repayment of all amounts owing by the Company to the Shareholders
      and/or any Related Party of any of the Shareholders from time to time on
      loan account, provided that:




	15.2.1 	
      all such repayments shall be made pro rata to the
      respective Shareholdings of the Shareholders from time to time;
  and

	 	 
	15.2.2 	
      all amounts paid to the Shareholders in terms of the
      repayment of such loan accounts shall be applied in the first instance to
      interest accrued, and thereafter to capital
outstanding.







Page 31 

	15.3 	
      The Board shall instruct the Operator, subject to the
      overall control of the Board, to deposit in a bank account in the name of
      the Company (“the Bank Account”), all cash revenue of the Company,
      and all cash amounts paid by the Shareholders in respect of the funding of
      the Company.

	 	 
	15.4 	
      The Board shall instruct the Manager, subject to the
      overall control of the Board, to retain sufficient funds in the Bank
      Account to enable the Company to meet its ongoing
  commitments.




	16. 	
      ACCOUNTING
MATTERS




	16.1 	
      The Parties shall procure that the Company shall adopt a
      consistent and as far as possible uniform policy in the preparation of its
      financial statements in accordance with generally accepted international
      accounting standards.

	 	 
	16.2 	
      The Company shall, in accordance with IAS, keep full,
      complete and accurate books of account, records and information (“the
      Books”) with respect to the affairs of the Company. The Books shall be
      maintained at the head office of the Company or at such other place as the
      Board shall determine from time to time.

	 	 
	16.3 	
      Each Party shall have the right, acting reasonably, to
      have access to, to audit, to examine and to make copies and/or extracts
      from the Books.

	 	 
	16.4 	
      The initial Auditors of the Company shall be Ernst and
      Young, Johannesburg.

	 	 
	16.5 	
      The Board shall procure that the accounts of the Company
      shall be audited annually in arrears by the Auditors from time to time,
      and that copies of the audited financial statements of the Company shall
      be delivered to each Party. The accounts of the Company shall be audited
      in accordance with IAS.

	 	 
	16.6 	
      The Company shall establish and maintain, as a
      sub-committee of the Board, an audit committee, consisting of at least 2
      Directors appointed by the Board (at least one of whom is a Director
      nominated by Uramin and one of whom is a Director nominated by Lukisa).
      The audit committee shall be responsible for and shall manage the
      accountancy and auditing aspects of the Joint Venture and shall report in
      respect of such management to the Board at such intervals and on such
      basis as the Board may from time to time
require.







Page 32 

	16.7 	
      The accounting period of the Company will be from 1 July
      of each year to 30 June of the immediately following
  year.



PART FOUR – RESTRICTED MATTERS 

	17. 	
      RESTRICTED MATTERS



Subject to the provisions of the
Companies Act in relation to special resolutions, no decision, whether of the
Board or of the members in general meeting of the Company, in relation to any of
the matters set out in this clause 17 shall be of any force and effect unless
Shareholders holding an aggregate of not less than 75% of the Shares in the
Company shall have agreed in respect of such matters–

	17.1 	
      the voluntary winding-up of the Company and/or any
      resolution requiring or proposing such winding-up;

	 	 
	17.2 	
      the entering into by the Company of any business other
      than that of Mineral exploration and/or mining in the Republic and (to the
      extent applicable as at the Signature Date), Botswana;

	 	 
	17.3 	
      any material change in the objects of the
  Company;

	 	 
	17.4 	
      the disposal or hypothecation of the greater part of the
      assets of the Company;

	 	 
	17.5 	
      save as otherwise provided in clause7, any change to the
      constitution and/or powers of the Board;

	 	 
	17.6 	
      save as otherwise provided in this Agreement, the
      approval of agreements concluded between the Company and any Party or any
      Related Party of any Party which impose a financial obligation on the
      Company in excess of [***] in aggregate in any Financial Year and/or which
      is not terminable without penalty on 30 calendar days’ notice;

	 	 
	17.7 	
      save as otherwise provided in this Agreement, the
      incurring by the Company of any material debt;

	 	 
	17.8 	
      the entering into by the Company of any management of the
      nature contemplated in clause 9.3;







Page 33 

	17.9 	
      any change of the Company dividend policy;

	 	 
	17.10 	
      the approval of any annual budget of the
  Company;

	 	 
	17.11 	
      the allotment and/or issue of any shares in the
      authorised capital of the Company;

	 	 
	17.12 	
      the appointment of any agents or sub-contractors to the
      Company where the consideration payable to such agent or sub-contractor is
      material;

	 	 
	17.13 	
      the employment by the Company of any full-term senior
      executive or managerial personnel, including the terms thereof and/or the
      payment of any profit share or remuneration and bonuses to employees of
      the Company or any other person (other than a Shareholder) and the making
      of any offers, or granting of any options, to employees or any other
      person (other than a Shareholder);

	 	 
	17.14 	
      the dissolution or discontinuance, change or
      diversification of all or a material part of the Agreed Business or the
      cessation, permanent suspension or abandonment of any substantial part of
      the Agreed Business (whether temporary or not);

	 	 
	17.15 	
      the issue of any warrants or options with respect to
      Shares in the Company;

	 	 
	17.16 	
      any change in the accounting policies of the Company
      other than as required by law or where required by law, the manner in
      which such change is to be made;

	 	 
	17.17 	
      any change in the identity of the Auditors of the
      Company;

	 	 
	17.18 	
      with effect from the date from which the Shareholders
      shall be obliged to contribute funds pro rata to the Company in
      respect of a Project, the incurring of any additional expenditure by the
      Company in relation to such Project in excess of 10% in aggregate of any
      budget relating thereto which has been duly adopted by the
Board;

	 	 
	17.19 	
      the disposal by the Company of the whole or the major
      portion of its assets or undertaking or the acquisition of any assets
      (including but not limited to shares, debentures or stock in any company)
      of a material nature;

	 	 
	17.20 	
      the entering into an amalgamation, merger or
      consolidation with any other body corporate;







Page 34 

	17.21 	
      the granting of loans by the Company in the aggregate in
      excess of [***] during any Financial Year of the Company;

	 	 
	17.22 	
      the formation, sale or winding up of any
    subsidiary;

	 	 
	17.23 	
      the provision of any guarantee, suretyship or indemnity
      for the liabilities of a third party in the aggregate in excess of [***]
      during any Financial Year of the Company;

	 	 
	17.24 	
      the entering into a partnership or any arrangement for
      the sharing of Profits, union of interests, joint venture or reciprocal
      concession with any person other than in the ordinary course of business;
      and

	 	 
	17.25 	
      the cessation of any material contract not in the
      ordinary course of business. For the purposes of this clause17.25,
      “material” means having an aggregate value in excess of
  [***].



PART FIVE – TRANSFERS OF SHARES 

	18. 	
      PRE-EMPTIVE
RIGHTS




	18.1 	
      Subject to clauses 14 and 18.10, notwithstanding any
      provisions to the contrary in the Company’s memorandum and/or articles of
      association from time to time, unless otherwise agreed in writing by all
      of the Shareholders, no Shareholder shall sell or otherwise dispose of or
      alienate or transfer any of the Shares held by it in the Company save in
      accordance with the provisions of this clause 18.

	 	 
	18.2 	
      No Shareholder shall be entitled to dispose of any of its
      Shares or any portion of its Shares in the Company unless it shall, in one
      and the same transaction dispose of a pro rata portion of its
    Claims.

	 	 
	18.3 	
      No Shares in the Company shall be sold and/or transferred
      to any purchaser thereof unless and until such purchaser shall first have
      bound itself as a party to this Agreement.

	 	 
	18.4 	
      If any of the Shareholders (“the Offeror”) intends
      to sell or otherwise dispose of or alienate or transfer any of its Shares
      or Claims or any part of thereof (“the Sale Interest”), the Offeror
      shall deliver to the other Shareholders (“the Offerees”) a written
      notice (“the First Notice”) of such intention to dispose of the
      interest.







Page 35 

	18.5 	
      Upon the issue of the First Notice, the Offeror and the
      Offerees shall negotiate with one another in good faith in an endeavour to
      establish the price and the terms and conditions upon which the Sale
      Interest shall be sold to the Offerees, provided that the price stipulated
      in respect of the Sale Interest shall sound in money in South African
      Rands.

	 	 
	18.6 	
      [***].

	 	 
	18.7 	
      [***].

	 	 
	18.8 	
      [***].

	 	 
	18.9 	
      [***].

	 	 
	18.10 	
      Notwithstanding the other provisions of this clause18,
      any Shareholder shall be entitled freely and without complying with the
      provisions of this clause 18 to transfer its interest to any Related Party
      of such Shareholder (collectively “the Group”) and any transferee
      shall similarly be entitled to transfer such interest to any other member
      of the Group; provided that:




	18.10.1 	
      any such transferee shall first become a party to this
      Agreement;

	 	 
	18.10.2 	
      should any transferee cease to be a member at any time of
      the Group, then prior to such cessation, such transferee shall be obliged,
      and the transferring Shareholder shall procure that such transferee
      transfers the interest to another company which is then a member of the
      Group; and

	 	 
	18.10.3 	
      the transferring Shareholder guarantees the due and
      proper performance by any such transferee of its obligations in terms of
      this Agreement.




	18.11 	
      It is specifically recorded that, insofar as ministerial
      consent in terms of Section 11 of the MPRDA shall be required in respect
      of the transfer by the Offeror of the Sale Interest to the Offerees (or
      any of them), the Offeror and the Offerees shall co-operate in good faith
      in making application for and taking all steps reasonably necessary for
      and incidental to and/or concerning the granting by the Minister of such
      ministerial consent. In the event that the Minister shall fail and/or
      refuse, for whatever reason, to grant the ministerial consent in respect
      of the transfer of the Sale Interest to the Offerees, or any of them
      (“the Affected Offeree Party”), the Affected Offeree Party shall be
      entitled in consultation with the Minister and the remaining Offerees (if
      any) to identify a third party reasonably acceptable to the other
      Shareholders and in respect of whom the Minister shall be prepared to and
      shall grant the ministerial consent in respect of the transfer of the Sale
      Interest to such third party, and the Affected Offeree Party shall be
      entitled to cede and delegate its rights and obligations arising in terms
      of this clause 18 to such third party, provided that:








Page 36 

	18.11.1 	
      such third party shall, if it shall not already by a
      Party to this Shareholders’ Agreement, bind itself as a Party thereto;
      and

	 	 
	18.11.2 	
      in the event that the Affected Offeree Party shall fail,
      by not later than 60 business days after the Minister shall have refused
      to grant the ministerial consent in respect of the transfer of the Sale
      Interest to the Affected Offeree Party, to identify the third party
      described in this clause 18.11 and to procure the granting by the Minister
      of the ministerial consent in respect of the transfer of the Sale Interest
      to such third party, the Affected Offeree Party shall be deemed not to
      have accepted the Offer, whereupon the provisions of clause 18.9 shall
      apply.




	18.12 	
      No Party shall be entitled, directly or indirectly, to
      encumber its Shareholding (“the
Hypothecation”):




	18.12.1 	
      in the event that such Hypothecation is created as
      security (“the Security”) in respect of a loan (for the purposes of
      and in connection with the funding of the Company by such Party in terms
      of clause6.1) from:




	18.12.1.1 	
      any bank, as defined in the Banks Act, 1990 (Act No. 94
      of 1990) (as amended) (“the Banks Act”); or

	 	 
	18.12.1.2 	
      any other person or any financial institution approved
      for that purpose by the Registrar of Banks in terms of the Banks Act, on
      request by the Minister in terms of Section 11(3)(b) of the
  MPRDA



unless and until the bank, person or
financial institution in question shall have undertaken in writing that any sale
in execution or any other disposal pursuant to the foreclosure of the Security
will be subject to the consent of the Minister and shall be subject in addition
to the pre-emptive rights of the other Shareholders in terms of the provisions
of this clause18; or 




Page 37 

	18.12.2 	
      without the prior written consent of the Minister in
      terms of Section 11(1) of the MPRDA.




	19. 	
      COME-ALONG




	19.1 	
      If a third party offers to purchase the Shares and the
      loan accounts of all the Shareholders in the Company on identical pro
      rata terms, and provided that Shareholders holding not less than 70%
      (seventy percent) of the issued share capital of the Company accept such
      offer in respect of their Shares (after first having complied with the
      relevant provisions of clause 18 and the remaining Shareholders having
      refused the offer made to them in terms of clause 18), then the remaining
      Shareholders in the Company shall be obliged to and shall be deemed to
      have accepted the offer of the third party in respect of all their Shares
      in the Company.

	 	 
	19.2 	
      Each of the Shareholders irrevocably and in rem suam
      hereby appoints any of the other Shareholders at the time as his
      attorney and agent to do all such things as may be necessary to comply
      with the provisions of this clause 1919




	20. 	
      TAG ALONG



If a bona fide third party offers to
purchase Shares in the Company constituting at least 60% (sixty percent) of the
entire issued share capital of the Company, then notwithstanding that
Shareholders to whom such offer has been made have complied with the provisions
of clause18, such Shareholders shall not be entitled to sell their Shares to
such third party unless an offer to acquire a proportionate number of the Shares
(and claims on loan account against the Company) is simultaneously made on
identical terms by such third party to every other Shareholder of the Company to
whom such offer was not made, but who has indicated in writing its willingness
to dispose of its Shares in the Company on the same terms and conditions as
offered by the third party. 

	21. 	
      CHANGE OF CONTROL



Lukisa warrants and undertakes in
favour of Uramin that for so long as this Agreement shall endure, beneficial
ownership of all of its voting securities and effective management control over
its business and affairs shall at all times be and remain vested in HDPs of
HDSAs on such basis as shall ensure that, save as may otherwise be applicable
pursuant to the provisions of clauses 18 and/or be expressly approved by the DMR
(and then on such basis as shall not be prejudice or jeopardise and of the
Company’s Mining Titles, the voting securities in the Company shall at all times
be beneficially owned by HDPs or HDSAs in the proportions necessary from time to
time to ensure that the equity ownership of the Company complies at all times
with the applicable black economic empowerment requirements of the Mining Laws
and no conditions attaching to the Mining Titles in respect of the interests of
HDPs or HDSAs therein shall be breached. Without derogating from the generality
of the foregoing, in the event that at any time during the term of this
Agreement beneficial ownership of the share capital of Lukisa (“the Changed
Party”) shall change without the prior consent of Uramin and in consequence
thereof beneficial ownership of the Company shall cease to comply with the
minimum requirements for ownership by HDPs specified from time to time in terms
of the Charter (or any other applicable Mining Law), such change of control
shall be deemed to constitute a breach of this Agreement by such Changed Party
for purpose of and in terms of clause 31. For purposes hereof, a “change of
control” shall mean that the person or persons beneficially owning the
majority of, or entitled to exercise the majority of all voting rights in
respect of, the share capital of, or entitled to exercise management control
over, the Changed Party as at the Signature Date, shall cease beneficially to
own the majority of such shares (or members’ interests, as the case may be), or
cease to be entitled to exercise the majority of all voting rights in respect
thereof and/or management control over such Changed Party.




Page 38 

PART SIX – GENERAL AND MISCELLANEOUS
PROVISIONS 

	22. 	
      SHAREHOLDERS’
CLAIMS



Save as otherwise expressly provided
herein or as may be agreed in writing by Shareholders holding more than 75%
(seventy-five percent) of the Shares, the claims of the Shareholders on loan
account against the Company (“the Claims”) shall be subject to the
following terms and conditions, namely –

	22.1 	
      they shall be interest free;

	 	 
	22.2 	
      subject to the available cash resources of the Company,
      they shall be repaid as may be agreed from time to time between the
      Company and the Shareholders;

	 	 
	22.3 	
      all repayments by the Company to the Shareholders shall
      be made pro rata to their respective Claims: provided that if any
      Shareholder shall as at the time of such repayment have contributed
      funding to the Company in excess of its pro-rata share, which
      excess shall not have been repaid at that time, such excess shall first be
      repaid; and







Page 39 

	22.4 	
      they shall in any event be repaid on the granting of any
      order (whether provisional or final) placing the Company under judicial
      management or in liquidation or on the granting of any final judgment
      against the Company if the Company does not satisfy the judgement within
      30 (thirty) days after it becomes final.




	23. 	
      INFORMATION RELATING TO THE COMPANY AND ITS
      SUBSIDIARIES



The Parties shall each be entitled to
examine the books and records of the Company and its subsidiaries and to be
supplied with all relevant financial and other information in relation to the
Company, its subsidiaries and joint venture in order to keep them properly
informed about the business and affairs of the Company and its subsidiaries and
generally to protect their respective interests.

	24. 	
      VOTING SUPPORT



The Parties mutually undertake each in
favour of the other, to exercise their respective voting rights in the Company
to implement, observe, maintain and support the provisions of this Shareholders’
Agreement. 

	25. 	
      INCONSISTENCY BETWEEN THIS AGREEMENT AND THE
      MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE
  COMPANY




	25.1 	
      Notwithstanding anything herein implied or contained to
      the contrary and subject to all applicable laws, in the event of their
      being any inconsistency between the provisions of this Shareholders’
      Agreement and the rights and obligations of the Parties under the
      memorandum and Articles of Association of the Company, the provisions of
      this Shareholders’ Agreement shall prevail as amongst the
  Parties.

	 	 
	25.2 	
      Any Shareholder shall be entitled by written notice to
      the other Parties to require any or all of them to do all such things and
      to sign all such documents and to adopt all such resolutions as may be
      necessary to amend the memorandum and Articles of Association so as to
      conform with the provisions of this Agreement.




	26. 	
      SUPPORT AND
HARDSHIP




	26.1 	
      The Shareholders undertake at all times to do all such
      things, perform all such actions and take all such steps and to procure
      the doing of all such things the performance of all such actions, and the
      taking of all such steps, as may be open to them and necessary
  or







Page 40 

	26.2 	
      Where circumstances arise which were not contemplated by
      the Shareholders as at the Commencement Date, which render impractical the
      implementation of this Shareholders’ Agreement, the Shareholders will meet
      and negotiate in good faith to establish a modus operandi for the
      attainment and fulfilment of the fundamental purpose of this Shareholders’
      Agreement.

	 	 
	26.3 	
      The Shareholders agree that, if during the currency of
      this Shareholders’ Agreement, there is any significant change in
      circumstances, which results in one or more of the Shareholders being
      placed in an inequitable or unfavourable position, the Shareholders shall
      meet with a view to agreeing, in a spirit of mutual trust and
      understanding, what modification, if any, to this Shareholders’ Agreement
      would be appropriate in order to take account of such change.

	 	 
	26.4 	
      The Shareholders undertake to act towards each other in
      all respects relating to this Shareholders’ Agreement in the utmost good
      faith.




	27. 	
      FORCE MAJEURE



If any Party is prevented or restricted
directly or indirectly from carrying out all or any of its obligations under
this agreement by reason of strike, lock-out, fire, explosion, floods, riot,
war, accident, act of God, embargo, legislation, shortage of or a breakdown in
transportation facilities, civil commotion, unrest or disturbances, cessation of
labour, government interference or control, or any other cause or contingency
beyond the control of that Party, the Party so affected shall be relieved of its
obligations hereunder during the period that such event and its consequences
continue but only to the extent so prevented and shall not be liable for any
delay or failure in the performance of any obligations hereunder or loss or
damages either general, special or consequential which the other Parties may
suffer due to or resulting from such delay or failure, provided always that
written notice shall forthwith be given of any such inability to perform by the
Affected Party. Any Party invoking force majeure shall upon termination of such
event giving rise thereto forthwith give written notice thereof to the other
Parties. 




Page 41 

	28. 	
      APPLICATION OF THE SHAREHOLDERS’ AGREEMENT TO
      SUBSIDIARIES OF THE COMPANY



The provisions of this Agreement shall
apply mutatis mutandis to any subsidiaries of the Company from time to
time 

	29. 	
      DISPUTE
RESOLUTION




	29.1 	
      In the event of any deadlock arising at any time between
      the Directors on the Board or between the Shareholders in relation to any
      Restricted Matter contemplated in clause17, such matter, if it remains
      unresolved for more than 10 (ten) business days after such deadlock or
      dispute shall have arisen, shall forthwith be referred to a special
      committee (“the CEO Committee”) comprising the respective chief
      executive officers (or their respective delegates nominated in writing) of
      all of the Shareholders and the Parties shall procure that the CEO
      Committee is placed in possession of sufficient information in regard to
      such deadlock or dispute as will enable its members to reach a decision in
      respect thereof. The CEO Committee shall use its bona fide efforts
      to resolve the matter on the basis of unanimous consensus between its
      members by no later than 10 (ten) business days after the deadlocked issue
      or dispute shall first have been referred to it; failing which, the issue
      in question will be decided by majority vote. Such majority decision shall
      be final and binding on the Shareholders and the Company and not capable
      of review or appeal.

	 	 
	29.2 	
      In the event of any dispute (other than a matter
      contemplated in clause29.1) arising between the Parties in regard to the
      interpretation of, the effect of, the Parties’ respective rights and
      obligations under, a breach of and/or any matter arising out of this
      Agreement, such dispute shall firstly be referred mutatis mutandis
      to a CEO Committee comprising the chief executive officers (or his
      delegate nominated in writing) of each of the Parties to the dispute,
      which shall meet as soon as possible after referral of the dispute to it
      and shall use its bona fide best efforts to resolve the
    dispute.

	 	 
	29.3 	
      In the event that the CEO Committee referred to in 29.1
      shall reach deadlock, or the CEO Committee referred to in 29.2 shall have
      failed, for whatever reason, to resolve the dispute by not later than 20
      business days after the dispute shall first have arisen, the dispute shall
      forthwith be referred to a further committee (“the Special
      Committee”) consisting of the respective chief executive officers of
      each of the Shareholders who are parties to the dispute, an attorney
      nominated by each such Party and a professional mediator appointed by
      agreement between all of the attorneys nominated by each such Party. In
      the absence of agreement between the said attorneys on the identity of
      such mediator within 5 business days, the mediator shall be appointed at
      the request of any of the said attorneys by the President for the time
      being of the Law Society of the Northern Provinces.








Page 42 

	29.4 	
      The Special Committee shall meet as soon as possible
      after referral of the dispute to it, and shall use its bona fide
      best efforts to resolve the dispute by no later than 30 business days
      after the dispute shall first have been referred to it. The Special
      Committee shall its first meeting determine its own rules and procedures;
      provided however that all decisions of the Special Committee shall be by
      way of majority vote, and shall be final and binding on the Shareholders
      and the Company and not capable of review or appeal.

	 	 
	29.5 	
      It is expressly recorded and agreed between the Parties
      that any deadlock between them, whether at Board or Shareholder level,
      shall not constitute grounds for the winding- up of the
  Company.




	30. 	
      ARBITRATION




	30.1 	
      Subject to the provisions of clause29, in the event that
      the Special Committee referred to in clause 29.3 shall fail to resolve or
      settle any dispute or difference referred to it within the period referred
      to therein, the said dispute or difference shall on written demand by any
      party to the dispute be submitted to arbitration in Johannesburg in
      accordance with the rules of the Arbitration Foundation of Southern Africa
      (“the “Foundation”). The said arbitration shall be held informally
      and in the English language, it being the intention that if possible it
      shall be held and concluded within 45 business days after it has been
      demanded.

	 	 
	30.2 	
      The arbitrator shall be if the question in issue
    is:




	30.2.1 	
      primarily an accounting matter, an independent practising
      chartered accountant of not less than 10 years standing agreed upon
      between the Parties to the dispute;

	 	 
	30.2.2 	
      primarily a legal matter, a practising Senior Counsel of
      no less than 10 years standing agreed upon between the Parties to the
      dispute;

	 	 
	30.2.3 	
      any other matter, an independent and appropriately
      qualified person agreed upon between the Parties to the
  dispute.







Page 43 

	30.3 	
      If the Parties to such dispute fail to agree in writing
      on an arbitrator within 10 (ten) days after arbitration has been demanded,
      the arbitrator shall be nominated at the request of any Party to the
      dispute by the President for the time being of the Foundation.

	 	 
	30.4 	
      The Parties irrevocably agree that the submission to
      arbitration in terms of this clause is subject to the rights of appeal set
      out hereunder.

	 	 
	30.5 	
      Any party to the arbitration may appeal the decision of
      the arbitrator within a period of 21 (twenty-one) days after the
      arbitrator’s ruling has been handed down, by giving written notice to that
      effect to the other party or parties to the arbitration. The appeal shall
      be dealt with in accordance with the rules of the Foundation by a panel of
      three arbitrators appointed by the Foundation.

	 	 
	30.6 	
      If no appeal has been lodged by any party to the
      arbitration, the decision of the arbitrator shall be final and binding on
      the parties to the arbitration after the expiry of the period of 21
      (twenty-one) days from the date of the arbitrator’s ruling. If an appeal
      has been lodged, the ruling of the panel of arbitrators shall be final and
      binding on the parties to the arbitration and not capable of review or
      further appeal. A decision which becomes final and binding in terms of
      this clause 30.6 may be made an Order of Court at the instance of any
      party to the arbitration.

	 	 
	30.7 	
      Any arbitration in terms of this clause 30 shall be
      conducted in camera and the Parties shall treat as confidential and
      shall not, without the express written consent of the other parties to the
      arbitration, disclose to any third party details of the dispute submitted
      to arbitration, the conduct of the arbitration proceedings or the outcome
      of the arbitration.

	 	 
	30.8 	
      Nothing contained in this clause 30 shall prevent or
      preclude any Party from approaching any Court having competent
      jurisdiction for urgent or interlocutory relief in respect of any matter
      arising herefrom.

	 	 
	30.9 	
      The provisions of this clause 30 shall be divisible from
      any other part of the Agreement and shall survive the termination or
      cancellation of this Agreement for whatever reason, notwithstanding that
      the rest of the Agreement may be void or
voidable.




	31. 	
      BREACH




	31.1 	
      If at any time a Shareholder (the “Affected
      Party”) is placed under judicial management or in liquidation (or any
      similar or analogous proceedings in its jurisdiction), whether voluntary,
      compulsory, final or provisional, or compounds or enters into an
      arrangement of compromise with its creditors (other than for purposes of a
      reconstruction or amalgamation of its business), the other Shareholders
      shall have the right (but not the obligation) to acquire at the Market
      Value all (but not part only) of the Shareholding Interest of the Affected
      Party (“the Affected Interest”), upon written notice to that effect
      given by the other Shareholders (or any of them) to the Affected Party
      after the occurrence of the events envisaged herein.








Page 44 

	31.2 	
      Upon determination of the Market Value of the Affected
      Interest as envisaged in clause31.1, the other Shareholders shall be
      entitled within 60 (sixty) days thereafter, on written notice to the
      Affected Party (or its representative shareholder) to elect whether or not
      they (or any of them) wish to proceed with the acquisition of the Affected
      Interest, in such proportions between them as they may have agreed in
      writing (or failing such agreement, pro rata in proportion to their
      respective relative Shareholdings). If such Shareholders (or any of them)
      (“the Acquiring Shareholders”) elect so to proceed, they shall
      within such 60 (sixty) day period effect payment to the Affected Party, in
      cash in immediately available funds, of the price determined for the
      Affected Interest (but less the amount of any monies that may be owing by
      the Affected Party to the other Shareholders), against delivery thereof in
      such form as may be necessary or appropriate to transfer and vest
      ownership thereof in the Acquiring Shareholders in accordance with the
      laws of the Republic.

	 	 
	31.3 	
      If at any time any Shareholder (“the Defaulting
      Shareholder”) commits a breach of any of the material terms and
      conditions of this Agreement and fails to remedy such breach within 30
      (thirty) days after the receipt of written notice from any of the other
      Shareholders requiring it to remedy such default, the other Shareholders
      shall have the right at their option, but without detracting from their
      further or alternative rights and remedies and without prejudice to any
      claim which they may have for damages for breach of contract or otherwise,
      to cancel this Agreement, in which event:




	31.3.1 	
      this Agreement shall terminate;

	 	 
	31.3.2 	
      the Defaulting Shareholder shall be released from all of
      its obligations under this Agreement, save and except where such
      obligations arose from events which occurred prior to breach;

	 	 
	31.3.3 	
      the non-defaulting Shareholders shall be entitled
      forthwith take transfer of the Defaulting Shareholder’s Shares in (but not
      its claims against) the Company and the provisions of clauses 31.1 and
      31.2 shall apply mutatis mutandis in relation thereto.
  







Page 45 

	31.4 	
      Notwithstanding the provisions of clause31.3, no
      Shareholder shall be entitled to exercise or enforce any remedy against
      another Shareholder in relation to any breach of the terms and conditions
      of this Agreement:




	31.4.1 	
      if this Agreement specifies the steps to be taken in the
      event of such breach, unless it takes such steps;

	 	 
	31.4.2 	
      if this Agreement specifies an alternative remedy for
      such breach;

	 	 
	31.4.3 	
      unless the said breach is fundamental, material and goes
      to the root of this Agreement.




	32. 	
      DOMICILIUM




	32.1 	
      The Parties hereto choose domicilia citandi et
      executandi for all purposes of and in connection with this Agreement
      as follows:




	 	Company: 	204 Rivonia Road 
	 	  	Block A 
	 	  	Morningside 
	 	  	Sandton 
	 	  	Telefax : (011) 884-9557 
	 	  	Attention: Mr J Pitman 
	 	  	  
	 	Uramin: 	204 Rivonia Road 
	 	  	Block A 
	 	  	Morningside 
	 	  	Sandton 
	 	  	Telefax : (011) 884-9557 
	 	  	Attention: Mr I Stalker 
	 	  	  
	 	  	  
	 	Lukisa: 	c/o AMB Capital Limited 
	 	  	18 Fricker Road 
	 	  	Illovo 
	 	 	Sandton 


	 	 
	 	Telefax : (011) 268-6886 
	 	For attention of: Mr T Maloisane







Page 46 



	32.2 	
      Any Party hereto shall be entitled to change its
      domicilium from time to time, provided that any new domicilium
      selected by it shall be an address other than a box number in the
      Republic of South Africa, and any such change shall only be effective upon
      receipt of notice in writing by the other Parties of such
change.

	 	 
	32.3 	
      All notices, demands, communications or payments intended
      for any Party shall be made or given at such Party’s domicilium for
      the time being.

	 	 
	32.4 	
      A notice sent by one Party to another Party shall be
      deemed to be received:




	32.4.1 	
      on the same day, if delivered by hand;

	 	 
	32.4.2 	
      on the same day of transmission if sent by telefax and if
      sent by telefax with receipt received confirming completion of
      transmission;

	 	 
	32.4.3 	
      on the fifteenth day after posting, if sent by prepaid
      registered mail.




	32.5 	
      Any notice in terms of this Agreement shall only be
      validly given if in written or printed paper based form. For the avoidance
      of doubt, where any provision of this Agreement requires any Party to
      perform any act in writing, this requirement will only be satisfied if
      such performance is made in a written or printed paper base form. The
      provisions of the Electronic Communications and Transactions Act, 2002
      (No. 25 of 2002) are in this regard expressly excluded from this
      Agreement, and data messages (as defined in that Act) are excluded as a
      valid form of notice in terms hereof.

	 	 
	32.6 	
      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.







Page 47 

	33. 	
      TRANSACTIONS
INDIVISIBLE



All the transactions and arrangements
contained or contemplated by this Agreement constitute a single and indivisible
transaction. 

	34. 	
      COSTS



Each of the Parties shall bear its own
costs of and incidental to the negotiation, preparation and signature of this
Agreement. 

	35. 	
      GOVERNING LAW AND
  JURISDICTION



This Agreement shall be governed by and
construed in accordance with the laws of the Republic. Subject to clause 30, the
Parties hereby irrevocably and unconditionally consent to the non-exclusive
jurisdiction of the High Court of the Republic (Witwatersrand Local Division) in
respect of any matter arising in terms of and/or in connection with this
Agreement. 

	36. 	
      GENERAL




	36.1 	
      This Agreement constitutes the sole record of the
      agreement amongst the Parties in regard to the subject matter thereof, and
      expressly supersedes and novates all prior or other agreements, written or
      oral, between the Parties.

	 	 
	36.2 	
      No Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded
  herein.

	 	 
	36.3 	
      No addition to, variation or consensual cancellation of
      this Agreement shall be of any force or effect unless in writing and
      signed by or on behalf of the Parties.

	 	 
	36.4 	
      No indulgence which any of the Parties (“the
      Grantor”) may grant to the other or others of them (“the
      Grantee(s)”) shall constitute a waiver of any of the rights of the
      Grantor, who shall not thereby be precluded from exercising any rights
      against the Grantee(s) which might have arisen in the past or which might
      arise in the future.

	 	 
	36.5 	
      The Parties undertake at all times to do all such things,
      to perform all such acts and to take all such steps and to procure the
      doing of all such things, the performance of all such actions and the
      taking of all such steps as may be open to them and necessary for or
      incidental to the putting into effect or maintenance of the terms,
      conditions and import of this Agreement. 







Page 48 

	36.6 	
      Save as expressly provided in this Agreement, none of the
      Parties shall be entitled to cede, assign or otherwise transfer all or any
      of its rights, interest or obligations under and in terms of this
      Agreement save and except with the prior written consent of the
    others.



THUS DONE and SIGNED at ___________________________on this the
________________ day of ________________________ 2007. 

For and on behalf of 
URAMIN
INCORPORATED 
by name: 

	 	 
	 	 
	 	 
	 	who warrants his authority hereto







Page 49 

THUS DONE and SIGNED at ___________________________ on this the
________________ day of ________________________ 2007. 

	 	For and on behalf of 
	 	LUKISA INVEST 100 (PROPRIETARY)
      LIMITED 
	 	by name: 
	 	  
	 	  
	 	  
	 	  
	 	
	 	who warrants his authority hereto



THUS DONE and SIGNED at ___________________________ on this the
________________ day of ________________________ 2007. 

	 	For and on behalf of 
	 	URAMIN LUKISA JV COMPANY
      (PROPRIETARY) 
	 	LIMITED 
	 	by name: 
	 	  
	 	  
	 	
	 	 
	 	 
	 	who warrants his authority hereto
    






SCHEDULE 1 

EXISTING MINING TITLES