Platinum Group Metals Ltd.: Exhibit 4.11 - Filed by newsfilecorp.com






PRIVILEGED AND CONFIDENTIAL 
EXECUTION VERSION 

SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is dated 16
October 2017 

AMONG:

IMPALA PLATINUM HOLDINGS LIMITED,
a company
incorporated under the laws of the Republic of South Africa (“Buyer”)


– and – 

PLATINUM GROUP METALS (RSA) PROPRIETARY LTD.,
a
company incorporated under the laws of the Republic of South Africa (“PTM
RSA”)

– and – 

TIGER GATE PLATINUM (RF) PROPRIETARY LIMITED,
a
company incorporated under the laws of the Republic of South Africa (“Tiger
Gate”, the 
nominee holder of the Purchased Shares for and on behalf of
JOGMEC) 


– and – 

JAPAN OIL, GAS AND METALS NATIONAL CORPORATION,
the
incorporated administrative agency established in accordance with a statute
enacted by the 
National Diet of Japan to promote and participate in oil,
gas, petroleum and metals mining 
exploration projects of potential benefit
to the economy of Japan (“JOGMEC” and, together 
with Tiger Gate and
PTM RSA, the “Sellers”) 

– and – 

WATERBERG JV RESOURCES PROPRIETARY LIMITED, 
a
company incorporated under the laws of the Republic of South Africa
(“Company”) 




- 2 - 

BACKGROUND:

	1. 	
      The Sellers are the legal and beneficial owners of all of
      the Purchased Shares (as defined below).

	 	 
	2. 	
      The Buyer wishes to purchase all but not less than all of
      the Purchased Shares and the Sellers have agreed to sell all but not less
      than all of the Purchased Shares to the Buyer.



The Parties agree as follows: 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Definitions



In this Agreement and in the Background
hereto: 

“Accession Undertaking” means an
undertaking to accede to and assume the obligations and accept the rights and
benefits of this Agreement, in the form of Schedule A. 

“Accounting Records” means all
of the Company’s books of account, accounting records and other financial data
and information; 

“Affiliate” means, when used to
indicate a relationship with a specified Person, a Person that directly, or
indirectly through one or more intermediaries, Controls, or is Controlled by, or
is under common Control with, such specified Person; 

“Agreed Exchange Rate” means the
Rand/US Dollar exchange rate as published by the South African Reserve Bank on
its website (https://www.resbank.co.za/Pages/default.aspx) on the date of
payment thereof, net of any currency conversion fees (if any), which fees shall
be borne by the Buyer; 

“Agreement” means this share
purchase agreement and all schedules hereto whether attached or incorporated by
reference, in each case as supplemented, amended, restated or replaced from time
to time by a written agreement signed by the Parties; 

“Amended Shareholders’
Agreement” has the meaning set out in Section 7.2(g); 

“Applicable Law” means
(i) any domestic or foreign statute, law (including the common and civil law and
equity), constitution, code, ordinance, rule, regulation, restriction,
regulatory policy or guideline having the force of law, by-law (zoning or
otherwise) or Order, and (ii) any consent, exemption, approval or Licence of any
Governmental Authority; 

“Assets” means: (i) all of the
assets, real and personal, tangible and intangible of the Company, including
Property, Other Tenements, Permits, Facilities, Licenses, Mineral Products and Supplies and all other assets, rights or things of
value acquired or held by the Company or by the Shareholders on behalf of the
Company; (ii) all of the other assets, real and personal, tangible and
intangible of the Unincorporated Joint Venture that formed part of the Project
as at the Joint Venture Sale Date; and (iii) the Pre-feasibility Study; 




- 3 -

“Auditor’s Certificate” means a
  certificate issued by the Company’s auditors which confirms that the Company has
not traded prior to the Joint Venture Sale Date; 

“Authorizations” means any
order, permit, approval, waiver, Licence or similar authorization of any
governmental or public department, central bank, commission, board, bureau,
agency or stock exchange having jurisdiction over the Company or Shareholders,
including those necessary for carrying out Exploration, appraisal of discovered
deposits and mine ores, and production of Mineral Products therefrom with
respect to the Prospecting Rights, and any bond, deposit or other security
required by any order, permit, approval, waiver, licence or similar
authorization; 

“Books and Records” means books
and records of account which set out the management and financial affairs of the
Unincorporated Joint Venture and the Company; 

“Business” means the
Exploration, Development and Mining of the Property Area by the Company; 

“Business of the Unincorporated
Joint Venture” means the Assets and Contracts of the Unincorporated Joint
Venture as at the Joint Venture Sale Date; 

“Business Day” means a
day other than a Saturday, Sunday or public holiday in Canada, South Africa or
Japan, when banks are generally open for business; 

“Buyer’s Fundamental
Representations” has the meaning set out in Section 4.8(a); 

“Call Option” means the call
option agreement between the Parties dated on or about the date of this
Agreement in terms whereof, inter alia, - 

	 	(a) 	
      the Buyer shall be entitled to purchase certain Shares in
      the Company from JOGMEC and Tiger Gate (as nominee for JOGMEC);
  and

	 	 	 
	 	(b) 	
      the Buyer shall be entitled to subscribe for so many
      ordinary and preference shares in the Company as will result in the Buyer
      holding 50.01% of the entire number of issued Shares in the
  Company;



“Charter” means the Amended
Broad-Based Socio-Economic Empowerment Charter developed by the Minister of
Mineral Resources in terms of section 100(2) of the MPRDA and attached to a
scorecard (“Scorecard”), published in General Notice 838 of 20 September
2010, and including such Scorecard, as such Charter may be amended or
substituted from time to time; 

“Claim” means a Buyer Claim
and/or a Seller Claim, as the context requires; 




- 4 - 

“Closing” means the date of
Closing (JOGMEC) and/or Closing (PTM), as the context requires; 

“Closing (JOGMEC)” means the
completion of the sale to, and the purchase by, the Buyer of the Purchased
Shares from JOGMEC and the completion of all other transactions contemplated by
this Agreement that are to occur contemporaneously with the purchase and sale of
the Purchased Shares from JOGMEC; 

“Closing (PTM)” means the
completion of the sale to, and the purchase by, the Buyer of the Purchased
Shares from PTM RSA and the completion of all other transactions contemplated by
this Agreement that are to occur contemporaneously with the purchase and sale of
the Purchased Shares from PTM RSA; 

“Closing Date” means: (i) in
respect of Closing (PTM), the third Business Day after the date of fulfilment or
waiver of the last in time of the Conditions Precedent to be fulfilled or waived
or such other Business Day as the Parties agree to in writing as the date that
the Closing (PTM) shall take place; and (ii) in respect of Closing (JOGMEC), the
last to occur of: (i) the date on which Closing (PTM) occurs; or (ii) the SARS
Directive Date, or such other Business Day as the Buyer and JOGMEC agree in
writing as the date that the Closing (JOGMEC) shall take place; 

“Closing Document” means any
document delivered on or after the Closing Date as provided in or pursuant to
this Agreement (but excluding any agreement entered into by any of the Parties
as provided in or pursuant to this Agreement, including the Amended
Shareholders’ Agreement); 

“Commissioner” means the
Commissioner, or his delegate, of the South African Revenue Service; 

“Company” means, Waterberg JV
Resources Proprietary Limited, a company incorporated in accordance with the
company laws of the Republic of South Africa (registration no 2014/033764 /07),
whose registered office is at 1st Floor Platinum House, 24 Sturdee Avenue,
Rosebank, Gauteng, 2196; 

“Condition Precedent” means the
conditions precedent set out in Article 7; 

“Contract” includes all
contracts, agreements, Licences, leases, commitments, entitlements, engagements
and other arrangements, whether written or oral, pursuant to which the Company
is subject to any obligation or restriction or is entitled to any right or
benefit; 

“Control” with respect to a
specified Person shall mean the ability to control the management and direction
of such specified Person and such specified Person shall be deemed to be
controlled by another Person if controlled in any manner whatsoever that results
in control in fact by that other Person (or that other Person and any Person or
Persons with whom that other Person is acting jointly or in concert), whether
directly or indirectly, and whether through the ownership of securities, a
trust, a contract or otherwise and “Controlled” and “Controlling”
shall have a similar meaning; 




- 5 - 

“Definitive Feasibility Study”
shall have the meaning set out in the Shareholders Agreement; 

“Development” means operations
performed by the Company for the purpose of or in connection with the
preparation for Mining, including the acquisition of water use licenses or
rights and other interests necessary for the conduct of Mining, definitional and
condemnation drilling, metallurgical and engineering studies, and the
construction or installation of a mill or any other treatment facilities used
for the Mining, handling, milling, processing or other beneficiation of Mineral
Products and the transportation thereof. The active pursuit of obtaining any
Licences related to any of the foregoing activities included in this definition
shall also be considered to be an act of Development; 

“Documents of Title”
means each and all of the following: 

	 	(a) 	
      true copies of the cancelled share certificate/s issued
      to each Seller concerned in respect of all of the Purchased
  Shares;

	 	 	 
	 	(b) 	
      new share certificates issued to the Buyer in respect of
      the Purchased Shares;

	 	 	 
	 	(c) 	
      signed and currently dated transfer forms in respect of
      the Purchased Shares, recording the Buyer as transferee;

	 	 	 
	 	(d) 	
      to the extent such resolutions are required in terms of
      the Companies Act, certified copies of resolutions of the shareholders of
      the Seller concerned approving the sale of the Purchased Shares
      contemplated in this Agreement in terms of section 112 and/or 115 of the
      Companies Act;

	 	 	 
	 	(e) 	
      a resolution of the Company Board authorising the
      transfer and cession of the Purchased Shares to the Buyer; and

	 	 	 
	 	(f) 	
      a copy of a resolution of the shareholders of the Company
      electing the Buyer’s nominee as a director of the Company with effect from
      the Closing Date (PTM) (which shall be required for Closing (PTM)
      only);



“Due Diligence Data” means the
due diligence information made available by or on behalf of the Sellers to the
Buyer and/or its representatives (and which includes the Disclosed Documents),
which information is contained on 3 identical, encrypted USB devices with PIN
access protection, prepared by Merrill Corporation, London on the instructions
of PTM RSA, which USB devices shall be initialled by the Parties for
identification purposes and a USB device shall be retained by each of the
Sellers and the Buyer; 

“Encumbrance” means any
encumbrance of any kind whatsoever (registered or unregistered) and includes any
security interest, mortgage, conditional sale, lien, hypothec, pledge, cession,
hypothecation, assignment, charge, option, right of first refusal, right of
first offer, trust or deemed trust (whether contractual, statutory or otherwise
arising), a voting trust or pooling agreement with respect to securities, any
adverse claim, or joint ownership interest, any grant of any exclusive licence
or sole licence, any moral right, or any other right, option or claim
of others of any kind whatsoever affecting the Purchased Shares or the Assets or
the use of any thereof, any covenant or other agreement, restriction or
limitation on the transfer of the Purchased Shares or, through such transfer, of
the Assets, or the use thereof, or a deposit by way of security or an easement,
restrictive covenant, limitation, agreement or right of way, restriction,
preferential arrangement, encroachment, burden or title reservation of any kind,
or any rights or privileges capable of becoming any of the foregoing; 




- 6 -

“Escrow Agent” means Fasken
  Martineau (incorporated in South Africa as Bell Dewar Inc.), a firm of attorneys
  with its principal place of business at 54 Wierda Road West, Sandton,
Johannesburg, 2196; 

“Escrow Agreement” means the
Escrow Agreement between JOGMEC, the Company and the Escrow Agent entered into
on or prior to the date of this Agreement; 

“Escrow Documents” means the
Documents of Title in respect of the Purchased Shares belonging to JOGMEC
immediately prior to the sale; 

“Exchange Control Regulations”
means the Exchange Control Regulations (promulgated in terms of the Currency and
Exchanges Act, No. 9 of 1933, as amended). 

“Exploration” means all
operations or work performed for the purpose of ascertaining the existence,
location, quantity, quality or extent of a commercial deposit of minerals within
the Property, including preparation of feasibility studies or analyses. The
active pursuit of obtaining any Licenses related to any of the foregoing
activities included in this definition shall also be considered to be an act of
Exploration; 

“Facilities” means all mines and
plants, including all pits, shafts, haulageways and other underground workings,
and all buildings and other structures, fixtures and improvements and all other
property, whether fixed or moveable as the same may exist at any time in, on or
under the Property or outside the Property if for the exclusive benefit of the
Project; 

“Governmental Authority” means
(i) any court, judicial body, tribunal or arbitral body, (ii) any domestic or
foreign government whether multinational, national, federal, provincial,
territorial, state, municipal or local and any governmental agency, governmental
authority, governmental tribunal or governmental commission of any kind
whatever, (iii) any subdivision or authority of any of the foregoing, (iv) any
quasi-governmental or private body exercising any regulatory, expropriation or
taxing authority under or for the account of any of the above, (v) and any
supranational or regional body such as the World Trade Organization; 

“International Financial Reporting
Standards” or “IFRS” means International Financial Reporting
Standards and its interpretations as adopted by the IASB and IFRIC
Interpretations; 

“including” means “including
without limitation” and the term “including” shall not be construed to limit any
general statement which it follows to the specific or similar items or matters
immediately following it; 




- 7 - 

“Joint Venture Sale Date” means
21 September 2017, being the date on which the transfer, cession and assignment
of the Business of the Unincorporated Joint Venture became final and effective
and transfer of the Business of the Unincorporated Joint Venture to the Company
occurred; 

“Letter Agreement” means the
letter agreement entered into between JOGMEC, Mnombo Wethu Consultants (Pty)
Ltd, PTM RSA and Platinum Group Metals Ltd on 29 September 2009, to regulate the
Unincorporated Joint Venture, as amended by Amendment No. 1 dated April 25, 2013
and Amendment No. 2 dated May, 22, 2015; 

“liabilities” includes any
indebtedness, obligations or liabilities of any kind, whether primary or
secondary, direct or indirect, accrued, absolute or contingent, liquidated or
unliquidated, secured or unsecured and whether or not reflected or required to
be reflected in a balance sheet in accordance with IFRS; 

“Licence” means any licence,
permit, approval, right, privilege, concession or franchise issued, granted,
conferred or otherwise created by a Governmental Authority and includes the
Prospecting Rights; 

“Material Adverse Change” means
any change, effect, event, condition, occurrence, state of facts or circumstance
that, individually or in the aggregate with other changes, effects, events,
conditions, occurrences, states of fact or circumstances is or would reasonably
be expected to be material and adverse to the business, assets, capital,
properties, liabilities (contingent or otherwise), operations, results of
operations, prospects or condition (financial or otherwise) of the Company or
the Project, other than any change, effect, event, condition, occurrence, state
of facts or circumstance resulting from or arising out of:

	 	(a) 	
      changes in the economy, political conditions (including
      the acts of terrorism or the outbreak of war) or securities markets in
      general;

	 	 	 
	 	(b) 	
      any generally applicable change in Applicable Laws
      (including Applicable Laws relating to Taxes) or in applicable
  IFRS;

	 	 	 
	 	(c) 	
      changes in applicable IFRS or applicable changes in
      regulatory accounting requirements; and

	 	 	 
	 	(d) 	
      any natural disaster;



provided, however, that such change
referred to in any of Sections (a), (b), (c), or (d) above does not primarily
relate only to (or have the effect of primarily relating only to) the Company or
the Project, or does not disproportionately adversely affect the Project,
compared to other exploration and development projects of similar size and scope
in South Africa; 

“Mine” or “Mining” means
the excavation and all associated workings on in respect of the Project, which
may include all buildings, structures, machinery, roads and appurtenances used
or intended to be used in whole or in part for the purposes of prospecting for, winning, extracting and processing of platinum
group metals and associated minerals as part of the Project; 




- 8 -

“Mineral Products” means
  minerals derived from Mining the Property, in a substance or state for which
  there is a commercially significant market involving arm's length sales or
purchases between unrelated third parties; 

“MPRDA” means the Mineral and
Petroleum Resources Development Act, 2002; 

“Order” means any order,
judgment, injunction, decree, stipulation, determination, award, decision,
ruling or writ of any Governmental Authority; 

“Other Tenements” means all
surface, water, access and other rights of and to any lands within or outside
the Property with regard to the Project and the Prospecting Rights, including
surface rights held under outright ownership or under lease, permit, servitude,
right of way or other rights of any kind (and all renewals, extensions and
amendments thereof or substitutions therefore) belonging to the Company; 

“Parties” means, collectively,
each of the signatories to this Agreement, and “Party” means any one of
them; 

“Permits” means any
Authorization to conduct exploration, create a disturbance, use water or other
resources on the Property but does not include any right under a Mineral Right;


“Person” shall be broadly
interpreted and includes an individual, a body corporate, a partnership, a joint
venture, a trust, an association, an unincorporated organization, any
Governmental Authority, the executors, administrators or other legal
representatives of an individual or any other entity recognized by law, and
pronouns have a similarly extended meaning; 

“Pre-feasibility Study” means
the pre-feasibility study entitled “Independent Technical Report on the
Waterberg Project including Mineral Resource Update and Pre-Feasibility Study:
Project Areas located on the Northern Limb of the Bushveld Igneous Complex,
South Africa” dated 19 October 2016 with an effective date 17 October 2016 and
prepared for and on behalf of the Unincorporated Joint Venture and that forms
part of the Assets; 

“Project” means the mineral
Exploration, Development and Mining project in respect of the Property Area;


“Property” means the
Prospecting Rights, related surface and access rights, Other Tenements,
Authorizations, Permits and options for any of such rights or interests that are
depicted on the map attached to this Agreement as Annexure “2”, any
renewals thereof and any form of succession or substituted title therefore or
the relinquishment or extension thereof; 

“Property Area” means the area
covered by the Prospecting Rights; 




- 9 - 

“Prospecting Rights” means the
prospecting rights forming part of the Project granted to PTM RSA under and in
terms of section 17 of the MPRDA and transferred to the Company, being the
prospecting rights set out in Schedule B; 

“Purchase Price” has the meaning
set out in Section 3.2(a); 

“Purchased Shares” means 18,848
issued and outstanding ordinary shares in the capital of the Company
beneficially owned and of record by PTM RSA and 14,027 issued and outstanding
ordinary shares in the capital of the Company held by Tiger Gate as nominee for
and on behalf of JOGMEC; 

“Respective Proportion”
means: (i) in respect of PTM RSA, 57%; and (ii) in respect of JOGMEC,
43%; 

“SARS Directive” means a
directive issued by the South African Revenue Service in terms of section 35A(2)
of the Tax Act; 

“SARS Directive Date” means the
first to occur of: (a) the date of delivery of the SARS Directive to the Buyer;
or (b) the Business Day that is not less than 120 days after the Signature Date;


“Securities Transfer Tax” means
the securities transfer tax imposed on every transfer of any security issued by
a company incorporated, established or formed inside the Republic in terms of
the Securities Transfer Tax Act No. 25 of 2007; 

“Sellers” means PTM RSA, JOGMEC
and Tiger Gate, collectively and, in the singular, means any one of them; 

“Sellers’ Fundamental
Representations” has the meaning set out in Section 4.7(a); 

“Shareholders’ Agreement” means
the shareholders’ agreement by and among Platinum Group Metals Limited and PTM
RSA and JOGMEC and Tiger Gate and Mnombo Wethu Consultants Proprietary Limited
and the Company dated 19 September 2017; 

“Signature Date” means the date
of signing of this Agreement by the last Party to sign this Agreement; 

“Subsidiary” means a person that
is Controlled directly or indirectly by another Person and includes a Subsidiary
of that Subsidiary; 

“Supplies” means all tangible
personal property of a non-capital nature (other than Mineral Products or
Facilities) acquired or held by or belonging to the Company with respect to the
Property or Operations; 

“Tax Act” means the Income Tax
Act, No. 58 of 1962; 

“Tax Assessment Period” means in
respect of any taxation year or period, (i) the period of time if any, during
which a Governmental Authority is entitled to issue any assessment, reassessment or other form of recognized document
assessing liability for Tax under any applicable Tax legislation in respect of
such taxation year or period and (ii) any extensions of the period referred to
in Section (i) granted by the Company or the Buyer to the applicable
Governmental Authority, at the direction of the Sellers or with the prior
written consent of the Sellers, by the execution of any waivers of an applicable
limitation period set forth in such Tax legislation; 




- 10 -

“Taxes” means all taxes,
  surtaxes, duties, levies, imposts, fees, assessments, withholdings, dues,
  royalties and other charges of any nature, including interest, instalments,
  additions to tax and penalties applicable thereto, imposed or collected by any
  Governmental Authority, whether disputed or not, including South African
  federal, provincial, state, territorial, municipal and local, foreign and other
  income, franchise, gross receipts, gross margin, capital, capital gains, real
  property, personal property, withholding, payroll, health, employee health,
  transfer, goods and services, harmonized sales and other sales taxes, land
  transfer, ad valorem, anti-dumping, countervail, net worth, stamp,
  registration, franchise, payroll, employment, education, business, school, local
  improvement, development and occupation taxes, duties, levies, imposts, fees,
  assessments, employment insurance premiums and all other taxes and similar
  governmental charges of any kind for which the Company may have any liability
imposed by any Governmental Authority; 

“Tax Returns” means all
reports, returns, elections, designations, declarations, statements, bills,
slips, forms and other documents, including any schedule or attachments thereto,
filed or required to be filed by the Company in respect of Taxes and including
any amendment thereof; 

“Unincorporated Joint Venture”
means the Waterberg JV and the Waterberg Extension JV; 

“Waterberg Extension JV” means
the joint venture between Mnombo Wethu Consultants (Pty) Ltd, PTM RSA and
Platinum Group Metals Ltd for the Project, regulated in accordance with the
Letter Agreement, in respect of the prospecting area formed by Prospecting Right
10804, Prospecting Right 10805, Prospecting Right 10806, Prospecting Right 10810
and Prospecting Right 11286 (as more fully described in Schedule B); 

“Waterberg JV” means the joint
venture between Mnombo Wethu Consultants (Pty) Ltd, PTM RSA and Platinum Group
Metals Ltd (and in respect of which JOGMEC held an option to participate) for
the Project, in respect of the prospecting area formed by Prospecting Right
11013 (1265RP), Prospecting Right 10667, Prospecting Right 10668 and Prospecting
Right 10809 (as more fully described in Schedule B), established and regulated
in accordance with the Letter Agreement; 

“ZAR” means South African Rand;
and 

“ZAR Equivalent” means, in
respect of any amount for payment that is denominated in US Dollars, that amount
converted into ZAR at the Agreed Exchange Rate. 




- 11 - 

	1.2 	
      Statutes



Unless specified otherwise, reference
in this Agreement to a statute or statutory provision refers to that statute or
statutory provision as it may be amended, or to any restated or successor
statute or statutory provision of comparable effect. A reference to a statute
includes any statutory instruments, rules and regulations made under such
statute. 

	1.3 	
      International Financial Reporting
  Standards



All accounting and financial terms used
herein, unless specifically provided to the contrary, will be interpreted and
applied in accordance with International Financial Reporting Standards. 

	1.4 	
      Headings and References



The division of this Agreement into
articles, sections, subsections and schedules and the insertion of headings are
for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. The article, section, subsection and schedule
headings in this Agreement are not intended to be full or precise descriptions
of the text to which they refer and are not to be considered part of this
Agreement. All uses of the words “hereto”, “herein”, “hereof’, “hereby” and
“hereunder” and similar expressions refer to this Agreement as a whole and not
to any particular section or portion of it. References to an Article, Section,
Subsection or Schedule refer to the applicable article, section, subsection or
schedule of this Agreement unless otherwise specifically provided. 

	1.5 	
      Number and Gender



In this Agreement, words in the
singular include the plural and vice versa and words in one gender include all
genders. 

	1.6 	
      Schedules



The following Schedules form part of
this Agreement: 

	 	Schedule 	Description of Schedule 
	 	  	  
	 	A 	Form of Deed of Accession Undertaking 
	 	B 	Prospecting Rights 
	 	C 	Purchased Shares 
	 	D 	Company’s Authorised and Issued Securities
  
	 	E 	Existing Owners (and Beneficial Owners) of
      Shares 
	 	F 	Licences Necessary for the Ownership and Use of
      Assets 
	 	G 	Company’s Contracts 
	 	H 	Disclosures with Respect to the Prospecting
      Rights 
	 	I 	Company’s Insurance Policies







- 12 - 

	1.7 	
      References to Statutes



A reference to a statute includes all
regulations made thereunder, all amendments to the statute or regulations in
force from time to time, and every statute or regulation that supplements or
supersedes such statute or regulations. 

	1.8 	
      Applicable Law



This Agreement will be governed by, and
construed, interpreted and enforced in accordance with, the laws in force in the
Republic of South Africa (excluding any rule or principle of the conflict of
laws which might refer such construction or interpretation to the laws of
another jurisdiction). Each Party irrevocably submits to the exclusive
jurisdiction of the courts of Republic of South Africa with respect to any
matter arising hereunder or related hereto.

	1.9 	
      Currency



Unless specified otherwise, all
statements of or references to dollar amounts in this Agreement are to United
States dollars. 

	1.10 	
      Consent



Whenever a provision of this Agreement
requires an approval or consent and such approval or consent is not delivered
within the applicable time limit, then, unless otherwise specified, the Party
whose consent or approval is required shall be conclusively deemed to have
withheld its approval or consent. 

	1.11 	
      Performance on Holidays



If any action is required to be taken
pursuant to this Agreement on or by a specified date that is not a Business Day,
then such action will be valid if taken on or by the first Business Day
immediately following such specified date. 

	1.12 	
      Calculation of Time



In this Agreement, a period of days
will be deemed to begin on the first day after the event which began the period
and to end at 5:00 p.m. (Central African Time) on the last day of the period.
If, however, the last day of the period does not fall on a Business Day, the
period will terminate at 5:00 p.m. (Central African Time) on the first Business
Day immediately following such last day. 




- 13 - 

	1.13 	
      Knowledge



Where any representation, warranty or
covenant contained in this Agreement is expressly qualified by reference to the
“knowledge” or “awareness” of any Seller, including “Sellers’ knowledge”, it
shall be deemed to refer to the knowledge or awareness of, in the case of PTM
RSA: (i) the board of directors of PTM RSA and senior management of PTM RSA,
including R. Michael Jones and Frank R. Hallam, in each case after due inquiry;
and (ii) JOGMEC senior management of JOGMEC directly responsible for the
Waterberg JV, including Shuichi Miyatake and Kazuo Masuda.

	1.14 	
      No Third Party
Beneficiaries



Except as provided in Article 8,
nothing in this Agreement or in any Closing Document is intended or shall be
implied to, or shall, confer upon any Person (other than the Parties) any rights
or remedies of any kind. 

	1.15 	
      Joint and Several
Obligations




	 	(a) 	
      Each Seller shall be solely liable to perform the
      obligation to sell and transfer the Purchased Shares set forth opposite
      its name on Schedule C for the purposes of Article 3.1 and shall have no
      liability in respect of the obligation to sell and/or transfer any other
      of the Purchased Shares pursuant to this Agreement.

	 	 	 
	 	(b) 	
      Save for what is set out in Section 1.15(c) below, the
      obligations in this Agreement that refer to a Seller or any document or
      agreement delivered pursuant to this Agreement are the several obligations
      of each Seller and each Seller and shall have no liability in respect of
      the obligations of another Seller.

	 	 	 
	 	(c) 	
      Save for what is set out in Section 1.15(b) above, all
      representations, warranties, covenants and liabilities of the Sellers in
      this Agreement or any document or agreement delivered pursuant to this
      Agreement are joint representations, warranties, covenants and liabilities
      of the Sellers unless expressly stated to be the several representations,
      warranties, covenants and liabilities of each Seller. Each Seller hereby
      waives any rule or principle of law which could restrict, or release such
      Seller from, the enforcement of its covenants as a joint representor,
      warrantor or obligor under this Agreement.

	 	 	 
	 	(d) 	
      Any liability which may arise in respect of Section
      1.15(c) shall arise in the Sellers’ Respective
  Proportions.







- 14 - 

ARTICLE 2 
ESCROW ARRANGEMENTS 

	2.1 	
      Payment of the Purchase Price to the Escrow
      Agent

	 	 
		
      On the Closing Date for Closing (PTM), the Buyer shall
      pay $12.8 million to the Escrow Agent in respect of the Purchase Price for
      Purchased Shares held by Tiger Gate (as nominee for and on behalf of
      JOGMEC) representing 6.4% of the equity of the Company to be held by the
      Escrow Agent pursuant to the Escrow Agreement.

	 	 
	2.2 	
      Delivery of the Escrow Documents to the Escrow
      Agent

	 	 
		
      On the Closing Date for Closing (PTM), JOGMEC shall
      deliver or cause to be delivered to the Escrow Agent the Escrow Documents
      for Purchased Shares held by Tiger Gate (as nominee for and on behalf of
      JOGMEC) representing 6.4% of the equity of the Company to the Escrow Agent
      to be held by the Escrow Agent pursuant to the Escrow
  Agreement.



ARTICLE 3 
PURCHASE AND SALE OF THE PURCHASED
SHARES 

	3.1 	
      Purchase and Sale of the Purchased
  Shares




	 	(a) 	
      Upon the terms and subject to the conditions set forth in
      this Agreement, at the Closing (PTM) and effective on the Closing Date,
      the Buyer agrees to purchase the Purchased Shares from PTM RSA in the
      amount set forth opposite such Seller’s name on Schedule C, and PTM RSA
      agrees to sell all of such Purchased Shares and to transfer such Purchased
      Shares to the Buyer.

	 	 	 
	 	(b) 	
      Upon the terms and subject to the conditions set forth in
      this Agreement, at the Closing (JOGMEC) and effective on the Closing Date,
      the Buyer agrees to purchase the Purchased Shares from Tiger Gate (as
      registered holder of the Purchased Shares and nominee for and on behalf of
      JOGMEC) and JOGMEC in the amount set forth opposite JOGMEC’s name on
      Schedule C, and JOGMEC and Tiger Gate agree to sell all of such Purchased
      Shares and to transfer such Purchased Shares to the
  Buyer.




	3.2 	
      Purchase Price and
Payment




	 	(a) 	
      The aggregate purchase price payable at Closing for the
      Purchased Shares is Thirty Million Dollars ($30,000,000) (the “Purchase
      Price”) which shall be paid and satisfied by wire transfer, in
      immediately available funds and without deduction, as
  follows:







- 15 - 

at Closing (PTM), the ZAR Equivalent of $17.2 million to PTM
RSA in exchange for 18,848 Purchased Shares representing 8.6% of the equity of
the Company as at the Closing (PTM). 

	 	(i) 	
      at Closing (JOGMEC), $12.8 million from the Escrow Agent
      to JOGMEC (or in accordance with its direction to its nominee) in exchange
      for 14,027 Purchased Shares representing 6.4% of the equity of the Company
      as at the Closing (JOGMEC), subject to the terms of the Escrow
      Agreement.




	 	(b) 	
      The Buyer shall pay to the Commissioner on behalf of the
      Company the Securities Transfer Tax payable upon the transfer of the
      percentage of the Purchased Shares which are transferred from PTM RSA to
      the Buyer within 30 days of the Closing Date.

	 	 	 
	 	(c) 	
      The Buyer shall pay to the Commissioner on behalf of the
      Company the Securities Transfer Tax payable upon the transfer of the
      percentage of the Purchased Shares which are transferred from JOGMEC to
      the Buyer to the Company within 30 days of the release of the Purchased
      Shares and Purchase Price from escrow, in accordance with the Escrow
      Agreement.




	3.3 	
      Ownership, risk and
benefit



Ownership of, and all benefits and
risks in and to, the Purchased Shares shall pass from the Seller concerned to
the Buyer on the relevant Closing Date against payment by the Buyer of the
relevant Purchase Price to the relevant Seller.

	3.4 	
      Withholding

	 	 
	3.4.1 	
      General



All payments to be made by a Party
under or in respect of this Agreement must be paid free and clear of all
deductions and withholdings except as required by Applicable Law. If a Party is
required by Applicable Law to make a deduction or withholding in respect of any
sum payable under, or in respect of this Agreement, the Party must at the same
time as the sum which is the subject of that deduction or withholding is
payable: 

	 	(a) 	
      give notice to the other Parties specifying the amount of
      the deduction or withholding (which must be the minimum deduction or
      withholding allowed by law) and the Applicable Law under which it is
      required to be made; and

	 	 	 
	 	(b) 	
      make any payment required in connection with the
      deduction or withholding within the time allowed by Applicable Law and
      within 5 (five) business days after having made such payment, provide the
      other Parties with evidence that the payment has been
  made.




	3.4.2 	
      Withholding in terms of section 35(a) of the Tax
      Act




	 	(a) 	
      Notwithstanding Section 3.4.1 above, if the Buyer is
      obliged or reasonably believes that it is obliged to withhold any portion of the Sale
Price pursuant to section 35(A) of the Tax Act, then it shall withhold an amount
equal to 10% of the Sale Price, or the amount specified in the SARS Directive,
and must pay the amount so withheld to the Commissioner and not to the Seller
within the time stipulated for such payment in the Tax Act. 







- 16 -

	 	(b) 	
      If the Seller provides a SARS Directive to the Buyer on
      or before the Closing Date, then the Seller shall withhold such amount
      from the Sale Price as is set out in the SARS Directive (and if the SARS
      Directive directs the Buyer to withhold no amount from the Sale Price,
      then no amount shall be withheld).

	 	 	 
	 	(c) 	
      The Seller shall indemnify and hold harmless the Buyer,
      including its officers, directors and employees (collectively, the “Buyer
      Indemnified Parties”) for, and will pay the amount of, any loss,
      liability, claim, damage or expense, including reasonable legal fees
      (collectively, “Damages”) suffered or incurred by the Buyer Indemnified
      Parties and arising from a claim by the Commissioner or JOGMEC or any of
      its Affiliates against one or more of the Buyer Identified Parties or in
      connection with any payment or withholding or failure to withhold any
      amount of the Sale Price on the part of the Buyer acting in accordance
      with the SARS Directive.



ARTICLE 4 
REPRESENTATIONS AND WARRANTIES 

	4.1 	
      Representations and Warranties of the
    Sellers




	 	(a) 	
      The Sellers jointly, in their Respective Proportions,
      represent and warrant to the Buyer as set out in the following Subsections
      of this Section and acknowledge that the Buyer is relying upon such
      representations and warranties in entering into this Agreement.

	 	 	 
	 	(b) 	
      Each representation and
warranty:




	 	(i) 	
      is a separate representation and/or warranty and will in
      no way be limited or restricted by reference to or inference from the
      terms of any other warranty or by any other words in this
  Agreement;

	 	 	 
	 	(ii) 	
      is, insofar as it is promissory or relates to a future
      event, be deemed to have been given as at the date of fulfilment of the
      promise or future happening of the event, as the case may be;

	 	 	 
	 	(iii) 	
      save where any warranty is expressly limited to a
      particular date, is given as at the Signature Date and each Closing Date,
      provided that warranties relating to the Purchased Shares, are given as at
      the Signature Date, each Closing Date and the period between those dates;
      and







- 17 - 

	 	(iv) 	
      be deemed to be material and to be a material
      representation inducing the Buyer to enter into this
  Agreement.




	4.1.1 	
      Corporate Matters




	 	(a) 	
      The Company is a company duly incorporated, organized and
      validly existing under the laws of the Republic of South Africa. No
      proceedings have been taken or authorized by any of the Sellers or any
      other shareholders of the Company or, to the Sellers’ knowledge, by any
      other Person, with respect to the bankruptcy, business rescue, insolvency,
      liquidation, deregistration, dissolution or winding up of the
    Company.

	 	 	 
	 	(b) 	
      The Company has all necessary power and authority to own
      or lease the Assets and to conduct its Business and to carry out the
      Project. Neither the nature of the Business nor the location or character
      of any of the Assets requires the Company to be registered, licensed or
      otherwise qualified or to be in good standing in any jurisdiction other
      than the jurisdiction of South Africa where it is duly registered,
      licensed or otherwise qualified and in good standing for such
    purpose.

	 	 	 
	 	(c) 	
      The execution, delivery, observance and performance by
      the Company of the Closing Documents to which it is a party and the
      consummation by it of the transactions contemplated by this Agreement,
      have been duly authorized by all necessary action on the part of the
      Company.

	 	 	 
	 	(d) 	
      This Agreement has been, and each Closing Document to
      which the Company is a party will on Closing have been, duly executed and
      delivered by it and this Agreement constitutes, and each such Closing
      Document will on Closing constitute, a valid and binding obligation of the
      Company, enforceable against it in accordance with its terms.

	 	 	 
	 	(e) 	
      A true copy of the memorandum of incorporation, by-laws
      and all other constating documents (including the Shareholders’ Agreement)
      of the Company have been delivered to the Buyer by the Sellers and such
      memorandum of incorporation, by-laws and other constating documents
      (including the Shareholders’ Agreement) are complete and correct and are
      in full force and effect, unamended.

	 	 	 
	 	(f) 	
      The original or true copies of all corporate records of
      the Company have been made available to the Buyer’s attorneys for review.
      Such corporate records have been maintained in accordance with Applicable
      Law and contain complete and accurate records of all proceedings of the
      directors, any committee of directors and shareholders and reflect all
      actions taken and resolutions passed by the directors and shareholders of
      the Company since the date of incorporation. All resolutions contained in
      such records have been duly passed and all such meetings have been duly
      called and held. The share certificate books, register of shareholders,
      register of transfer and register of directors of the Company are complete
      and accurate in all material respects and any applicable security
      transfer taxes payable in respect of all securities of the Company have
been duly paid. 







- 18 -

	 	(g) 	
      R. Michael Jones and Frank R Hallam are the only officers
      and directors of the Company as at the Signature Date, subject to such
      nominations and appointments as may be made pursuant to the Amended
      Shareholders’ Agreement.

	 	 	 
	 	(h) 	
      From the date of incorporation of the Company until the
      Joint Venture Sale Date, the Company was dormant, had no assets or
      liabilities (whether accrued, absolute, contingent or otherwise, matured
      or unmatured), and did not trade at all.

	 	 	 
	 	(i) 	
      From the date of the Joint Venture Sale Date, the Company
      has owned no assets other than the Assets and has not carried out any
      business other than the Business.

	 	 	 
	 	(j) 	
      All returns required by law to be filed with the
      Companies Intellectual Property Commission (“CIPC”) have been
  filed.




	4.1.2 	
      The Business of the
Company




	 	(a) 	
      The Company has, since the Joint Venture Sale Date and at
      all material times, conducted its Business substantially and materially in
      accordance with Applicable Law.

	 	 	 
	 	(b) 	
      The Company is not in breach of any Applicable Law, the
      consequence of which would result in the Company being lawfully compelled
      to cease conducting its Business in the manner and in the location it
      conducts its business at the Signature Date.

	 	 	 
	 	(c) 	
      The Pre-Feasibility Study:




	 	(i) 	
      to the knowledge of the Sellers, has been prepared and
      completed by persons with the exercise of that skill, care and diligence
      expected of international contractors complying with best practice and to
      the standard accepted in the international mining industry for the
      preparation of pre- feasibility studies of this nature; and

	 	 	 
	 	(ii) 	
      meets the standard of a pre-feasibility study as defined
      by the Canadian Institute of Mining, Metallurgy and Petroleum which is
      incorporated into Canadian securities regulators National Instrument
      43-101 (“Standards of Disclosure for Mineral Projects”), being “a
      comprehensive study of a range of options for the technical and economic
      viability of a mineral project that has advanced to a stage where a
      preferred mining method, in the case of underground mining, or the pit
      configuration, in the case of an open pit, is established and an effective
      method of mineral processing is determined. It includes a financial
      analysis based on reasonable assumptions on the Modifying Factors and the
      evaluation of any other relevant factors which are sufficient for a
      Qualified Person, acting reasonably, to determine if all or part of the
      Mineral Resource may be converted to a Mineral Reserve at the time of
  reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study”. 







- 19 -

	4.1.3 	
      Absence of Conflicting
Agreements



None of the execution and delivery of,
or the observance and performance by the Company of any covenant or obligation
under, this Agreement or any Closing Document to which it is a party, or the
Closing: 

	 	(a) 	
      contravenes or results in, or will contravene or result
      in, a violation of or a default under or a right of termination (with or
      without the giving of notice or lapse of time, or both) or in the
      acceleration of any obligation under (i) any Licence; (ii) memorandum of
      incorporation, by-laws or other constating documents (including the
      Shareholders’ Agreement) or directors’ or shareholders’ resolutions of the
      Company; or (iii) the provisions of any agreement, including any mortgage,
      charge, security document, obligation or instrument, to which the Company
      is a party, or by which it or any of its Assets is bound or
    affected;

	 	 	 
	 	(b) 	
      results in the creation or imposition of any Encumbrance
      on any of the Assets; or

	 	 	 
	 	(c) 	
      relieves any other party to any Contract of that party’s
      obligations thereunder or enables it to terminate its obligations
      thereunder.




	4.1.4 	
      Consents and Approvals

	 	 
		
      No consent, approval, Licence, Order, authorization,
      registration or declaration of, or filing with, any Governmental Authority
      or other Person is required by the Company, (a) in connection with (i) the
      Closing; (ii) the execution and delivery by the Company of this Agreement
      or the Closing Documents to which any of them is a party; or (b) to avoid
      the loss of any Licence relating to the Project as a result of any of the
      foregoing.

	 	 
	4.1.5 	
      Authorized and Issued Securities of the
    Company

	 	 
		
      The authorized and issued securities of the Company are
      set forth in Schedule D and all such issued securities have been validly
      issued and are outstanding as fully paid and non- assessable. The shares
      in the share capital of the Company are owned beneficially and of record,
      as detailed (including name of owner, nature of ownership and share class
      and certificate number) as set forth in Schedule E.

	 	 
	4.1.6 	
      No options or other rights

	 	 
		
      Except as contemplated in this Agreement, the
      Shareholders’ Agreement (including the Amended Shareholders’ Agreement)
      and the Call Option, the Company is not a party to or bound by any
      contract, agreement or arrangement to issue, sell or otherwise dispose of
      or redeem, purchase or otherwise acquire any ordinary shares or any other
      security of the Company or any other security exercisable or exchangeable
      for or convertible into any ordinary shares or any other security of the
      Company and there is no outstanding option, warrant or other right to
      subscribe for or purchase, or contract, agreement or arrangement with
      respect to, any ordinary shares or any other security of the Company or
      any other security exercisable or convertible into any shares of common
stock or any other security of the Company. There are not any agreements,
commitments, options or other rights requiring the Company to give any Person
the right to receive any benefits or rights similar to any rights enjoyed by or
accruing to the holders of ordinary shares of the Company or any rights to
participate in the equity or net income of the Company. Except for the
restrictions on transfer set forth in the memorandum of incorporation of the
Company and the Shareholders’ Agreement (which shall have been complied with
prior to Closing), there are not any shareholder agreements, ordinary share
transfer restriction agreements, voting trusts, pooling agreements, proxies or
other agreements or understandings among any Persons and/or the Company
regarding the ownership or voting or any other matter relating to the shares or
other securities of or interests in the Company and/or the governance of the
Company. 







- 20 -

	4.1.7 	
      Subsidiaries and Other Interests

	 	 
		
      The Company does not have any direct or indirect
      Subsidiaries. The Company does not own any shares in or securities of any
      other body corporate. The Company is not, nor has it agreed to become, a
      partner, member, owner, proprietor or equity investor of or in any
      partnership, joint venture, co-tenancy or other similar jointly-owned
      business undertaking. The Company has not agreed to acquire or lease any
      other business operation, nor does the Company have any other investment
      interest in any business owned or controlled by any third party.

	 	 
	4.1.8 	
      Books and Records

	 	 
		
      The Company has disclosed the existence of and made
      available for review by the Buyer all Books and Records. The Books and
      Records fairly and correctly set out and disclose in all respects the
      Project and financial position of the Company in accordance with
      Applicable Laws and IFRS and all financial transactions, assets and
      liabilities relating to the Company have been accurately recorded in the
      Books and Records. No information, records or systems pertaining to the
      operation or administration of the Company are in the possession of,
      recorded, stored or maintained by, or otherwise dependent on, any other
      Person.

	 	 
	4.1.9 	
      The Auditor’s Certificate

	 	 
		
      The Company has no financial statements as it has not
      since its incorporation traded. The Auditor’s Certificate is complete and
      accurate in all respects.

	 	 
	4.1.10 	
      Undisclosed Liabilities

	 	 
		
      As at the Signature Date, the Company has no liabilities
      (whether accrued, absolute, contingent or otherwise, matured or unmatured)
      of any kind except as may have arisen in the ordinary course from
      maintaining its corporate existence and which, in aggregate, do not exceed
      ZAR50,000.







- 21 - 

	4.1.11 	
      Absence of Debt;
Guarantees



The Company does not have any
outstanding indebtedness. The Company has not given or agreed to give, nor is
the Company a party to or bound by, any guarantee, surety or other financial
accommodation of or relating to any indebtedness or other obligations of any
third party nor any other commitment by which the Company is, or is
contingently, responsible for any such indebtedness or other obligations.

	4.1.12 	
      Absence of Changes



Since the Joint Venture Sale Date: 

	 	(a) 	
      the Company has conducted its Business in the ordinary
      course, and the Company has not incurred any indebtedness, obligation or
      liability (whether accrued, absolute, contingent or otherwise, matured or
      unmatured) outside the ordinary course and the Company has used its best
      efforts to preserve the Project;

	 	 	 
	 	(b) 	
      there has not been any material change in the Project of
      any kind;

	 	 	 
	 	(c) 	
      as at the Signature Date, there has not been any change
      in, or creation of, any Applicable Law, any termination, amendment or
      revocation of any Licence or any damage, destruction, loss, labour dispute
      or other event, development or condition of any character (whether or not
      covered by insurance) which has had, or could have, an adverse effect on
      the Company or the Project; and

	 	 	 
	 	(d) 	
      there has not been any change in the accounting
      principles, policies, practices or procedures of the Company or their
      application to the Company except to the extent required by Applicable
      Law.




	4.1.13 	
      Absence of Unusual
Transactions



Since the Joint Venture Sale Date, the
Company has not: 

	 	(a) 	
      transferred, assigned, sold or otherwise disposed of any
      of the Assets or cancelled any indebtedness or claims;

	 	 	 
	 	(b) 	
      incurred or assumed any indebtedness (fixed or
      contingent);

	 	 	 
	 	(c) 	
      other than in the ordinary course of business, incurred
      or assumed any liability or obligation (fixed or contingent);

	 	 	 
	 	(d) 	
      settled any liability, claim, dispute, proceeding, suit
      or appeal pending against it or against any of the Assets;

	 	 	 
	 	(e) 	
      other than in the ordinary course of business, discharged
      or satisfied any Encumbrance, or paid any obligation or liability (fixed
      or contingent);

	 	 	 
	 	(f) 	
      made any material change with respect to any method of
  management, operation or accounting; 







- 22 -

	 	(g) 	
      waived, or omitted to take any action in respect of, any
      rights of substantial value or entered into any commitment or transaction
      if such waiver, loss of rights, commitment or transaction is or would be
      material in relation to the Assets;

	 	 	 
	 	(h) 	
      created any Encumbrance on any of the Assets or suffered
      or permitted any such Encumbrance that has arisen on the Assets since that
      date to remain;

	 	 	 
	 	(i) 	
      modified, amended or terminated any Contract, agreement
      or arrangement to which it is or was a party, or waived or released any
      right which it has or had, other than in the ordinary course of
      business;

	 	 	 
	 	(j) 	
      issued or sold any securities or any bonds, debentures or
      other securities, or issued, granted or delivered any right, option or
      other commitment for the issuance of any such securities;

	 	 	 
	 	(k) 	
      declared or paid any dividend or other distribution in
      respect of any securities of the Company or purchased or redeemed any
      securities of the Company;

	 	 	 
	 	(l) 	
      except as may relate to carrying out the Definitive
      Feasibility Study, entered into or become bound by any
      contract, agreement or arrangement, written or oral;

	 	 	 
	 	(m) 	
      modified, amended or terminated any Contract or
      arrangement to which it is or was a party, or waived or released any right
      which it has or had, other than in the ordinary course of
  business;

	 	 	 
	 	(n) 	
      suffered a Material Adverse Change in the period between
      the Joint Venture Sale Date and the Signature Date; or

	 	 	 
	 	(o) 	
      authorized or agreed or otherwise become committed to do
      any of the foregoing.




	4.1.14 	
      Tax Matters




	 	(a) 	
      Tax Returns. The Company has not prepared and
      filed any Tax Returns as it was not legally required to do so.

	 	 	 
	 	(b) 	
      Payment of Taxes. The Company has paid all Taxes
      due and payable by it or for which it is liable, whether or not such Taxes
      were reflected on its Tax Returns, and has paid all assessments and
      reassessments it has received in respect of Taxes. The Company has paid in
      full all Taxes accruing due on or before the date hereof which are not
      reflected in its Tax Returns. The Company has not incurred any liability,
      whether actual or contingent, for Taxes or engaged in any transaction or
      event which could result in any liability, whether actual or contingent,
      for Taxes, other than in the ordinary course of business. To the Sellers’
      knowledge and belief the Company is not in material breach of any law
      relating to tax.

	 	 	 
	 	(c) 	
      Reassessments. There are no reassessments of Taxes
      that have been issued and are outstanding. No Governmental Authority has challenged,
disputed or questioned the Company in respect of Taxes or of any Tax Returns.
The Company is not negotiating any draft assessment or reassessment with any
Governmental Authority in respect of Taxes. The Company is not currently the
beneficiary of any agreement, waiver, or other arrangement providing for an
extension of time within which to file any Tax Return or pay any Tax or that
would extend the statutory period in which a taxing authority may assess,
reassess or collect a Tax against the Company. To the extent that it is
applicable, assessments under the Tax Act and all other applicable legislation
of like effect have been made with respect to the Company covering all past
periods through the fiscal year ended 2016. 







- 23 -

	 	(d) 	
      Withholdings. The Company has withheld from each
      payment made or deemed to have been made to any of its present or former
      employees, officers and directors, and to all Persons who are
      non-residents of South Africa for the purposes of the Tax Act all amounts
      required by law and will continue to do so until 5 pm on the Closing Date
      and has remitted such withheld amounts within the prescribed periods to
      the appropriate Governmental Authority. The Company has remitted all Taxes
      payable by it in respect of its employees and has or will have remitted
      such amounts to the proper Governmental Authority within the time required
      by Applicable Law. The Company has charged, collected and remitted on a
      timely basis all Taxes as required by Applicable Law on any sale, supply
      or delivery whatsoever, made by the Company.

	 	 	 
	 	(e) 	
      Non-arm’s Length Transactions. No transaction or
      arrangement between the Company and any Person with whom the Company was
      not dealing at arm’s length within the meaning of Tax Act involving the
      acquisition, delivery, disposition or provision of property or services or
      the right to use property or services, took place for consideration that
      is other than the fair market value for such property, services or right
      and such transaction or arrangement was made on arm’s length terms and
      conditions.

	 	 	 
	 	(f) 	
      Tax Jurisdictions. No Governmental Authority of a
      jurisdiction in which the Company does not file Tax Returns has made any
      claim that such entity is or may be subject to taxation by such
      jurisdiction. To the Sellers’ knowledge, there is no basis for a claim
      that the Company is subject to Tax in a jurisdiction in which it does not
      file Tax Returns.

	 	 	 
	 	(g) 	
      VAT Vendor. The Company is duly registered as a
      vendor in terms of the Value- Added Tax Act, No 89 of 1991.

	 	 	 
	 	(h) 	
      To the best of the Sellers' knowledge and belief the
      Company has not been a party to any scheme or arrangement of which the
      sole or main purpose was the avoidance or postponement of or reduction in
      liability to tax.







- 24 - 

	4.1.15 	
      Compliance with Applicable Law

	 	 
		
      Prior to the transfer of the Assets and the Project to
      the Company and at all times thereafter, the Project was conducted in
      compliance in all material respects with all Applicable Laws, and is not
      in breach in any material respect of any Applicable Laws. The Company has
      conducted and is conducting its Business and related activities at the
      Project and on the Project Area, in compliance in all material respects
      with all Applicable Laws, and is not in breach in any material respect of
      any Applicable Laws and neither the Sellers nor the Company has received
      any notice of any alleged breach of or investigation under any such
      Applicable Laws.

	 	 
	4.1.16 	
      Licences

	 	 
		
      The only Licences necessary or required for the
      Exploration and related operations of the Project and the ownership or use
      of the Assets are listed in Schedule F, and such Licences are held by the
      Company and are in full force and effect unamended. The Company is in
      compliance in all material respects with all provisions of the Licences
      and there are no grounds for or proceedings in progress, or to the
      Sellers’ knowledge, pending or threatened, which may result in revocation,
      cancellation, suspension or any adverse modification of any of the
      Licences. No Licence is void or voidable as a result of the completion of
      the transactions contemplated hereby or by the Closing Documents nor is
      any consent or approval of any Person required to ensure the continued
      validity and effectiveness of any Licence in connection with the purchase
      of the Purchased Shares, this Agreement, any Closing Document or the
      transactions contemplated hereby or thereby.

	 	 
	4.1.17 	
      Title to Assets

	 	 
		
      The Company has good title, free and clear of all
      Encumbrances to all of the Assets. The tangible Assets are situated at the
      Project Area or the business premises of the Company. The Company has not
      received any notice of expropriation or condemnation of all or any of the
      Assets and the Sellers are not aware of any expropriation or condemnation
      proceeding pending or threatened against or affecting all or any of the
      Assets or of any discussions or negotiations which could lead to any such
      expropriation or condemnation.

	 	 
	4.1.18 	
      Contracts




	 	(a) 	
      Except for the Contracts listed in Schedule G, the
      Company is not a party to or bound by any other material
  Contract.

	 	 	 
	 	(b) 	
      Each of the Contracts is in good standing and in full
      force and effect with no amendments. Each of the Contracts is valid and
      binding and enforceable in accordance with their respective terms against
      the parties thereto. The Company has complied with all material terms
      thereof, has paid all amounts due thereunder and has not waived any rights
      thereunder, and no default or breach exists in respect thereof on the part
      of any of the parties thereto and no event has occurred which, after the
      giving of notice or the lapse of time or both, would constitute such a
      default or breach.







- 25 - 

	 	(c) 	
      The entering into of this Agreement and/or its
      implementation does not constitute a breach of any of the Company's
      contractual obligations nor will the entering into or implementation of
      this Agreement entitle any Person to terminate or vary any material
      contract to which the Company is a party.




	4.1.19 	
      Prospecting Rights



Except as provided in Schedule H: 

	 	(a) 	
      PTM RSA was the sole holder of the Prospecting Rights and
      pursuant to obtaining ministerial consent for the transfer of the
      Prospecting Rights from PTM RSA to the Company, the Company is the sole
      registered holder and beneficial owner of each Prospecting Right and each
      Prospecting Right has been duly lodged at the Mineral and Petroleum Titles
      Registration Office pursuant to Applicable Law on 26 September
  2017;

	 	 	 
	 	(b) 	
      the Prospecting Rights have been properly located and
      recorded in compliance in all material respects with Applicable Laws and
      are comprised of valid and subsisting rights;

	 	 	 
	 	(c) 	
      the Prospecting Rights have not been offered as security
      to any Person nor are they subject to any Encumbrances and burdens of any
      nature which would in any way limit the ability of the Sellers to enter
      into this Agreement;

	 	 	 
	 	(d) 	
      no Person, other than the Company has any material
      interest in the Project or the Prospecting Rights or any right to acquire
      such interest;

	 	 	 
	 	(e) 	
      there are no earn-in rights, rights of first refusal,
      royalty rights or similar rights in the Project except as set out in the
      Shareholders’ Agreement (and the Amended Shareholders’
  Agreement);

	 	 	 
	 	(f) 	
      the Company has not received any notice, whether written
      or oral, from any Government Authority of any revocation or intention to
      revoke the Company’s interest in the Project or the Prospecting
    Rights;

	 	 	 
	 	(g) 	
      the Prospecting Rights comprising the Project, as well as
      all surface and access rights and tenures, are in good standing under
      Applicable Law, and all work required under Applicable Law to be performed
      thereon has been performed in all material respects, all filings required
      to maintain the properties in good standing have been properly and timely
      recorded or filed with appropriate governmental authorities, and all
      Taxes, fees, expenditures and other payments in respect thereof have been
      paid or incurred;

	 	 	 
	 	(h) 	
      to the Sellers’ knowledge, no person other than the
      Company has any right to prospect, explore or mine any mineral at the
      Project and no other person has any right that may conflict with or
      curtail the Company’s rights under the Prospecting Rights or to the
      Company’s right to conduct its Business;







- 26 - 

	 	(i) 	
      the Company is in full compliance with the material
      conditions and obligations contained in all the Prospecting Rights,
      including all black economic empowerment and social development conditions
      and obligations, and with those sections of the MPRDA and the Charter
      which are applicable to it;

	 	 	 
	 	(j) 	
      as at the Signature Date, there is no adverse claim or
      challenge in progress or, to the knowledge of Sellers, pending or
      threatened against, or to, the title to or ownership of the Prospecting
      Rights;

	 	 	 
	 	(k) 	
      the Sellers have provided the Buyer with access to full
      and complete copies of all prospecting information and data in its
      possession or under its control with respect to the Prospecting Rights,
      including, without limitation, all geological, geophysical and geochemical
      information and data (including all drill, sample and assay results and
      all maps) and all technical reports, feasibility studies and other similar
      reports and studies concerning the Prospecting Rights and the Company
      will, upon the transfer of the Prospecting Rights have the sole right,
      title, ownership and right to use all such information, data reports and
      studies;

	 	 	 
	 	(l) 	
      the Property Area has no conditions, restrictions and/or
      rights of third parties attaching thereto other than in regard to zoning
      which conditions, restrictions and/or rights of third parties would affect
      the conduct of prospecting and/or mining activities in respect of the
      Prospecting Rights except as may be set out in the Prospecting Rights
      and/or as may apply in terms of Applicable Law;

	 	 	 
	 	(m) 	
      the Sellers and/or the Company have not received any
      written notices under section 93 or 47 of the MPRDA (other than as
      disclosed as part of the Due Diligence Data) in relation to the
      Prospecting Right during the 12 month period prior to the Signature
      Date;

	 	 	 
	 	(n) 	
      no steps have been taken by any Person, body or authority
      to cancel, terminate, withdraw or suspend the Prospecting Rights, nor is
      are Sellers aware of any fact, matter or circumstance which may lead to
      any such cancellation, termination, withdrawal or suspension of any of the
      Prospecting Rights;

	 	 	 
	 	(o) 	
      no notice has been given of any actions, suits or legal,
      administrative or other proceedings or investigations, pending or
      threatened, before any court, agency or other tribunal in respect of the
      Prospecting Rights which might adversely affect such rights,

	 	 	 
	 	(p) 	
      if the Sellers and/or the Company receive a written
      notice contemplated in Sections 4.1.19(m), 4.1.19(n) or 4.1.19(o) prior to
      the Closing Date, the Sellers undertake to notify the Buyer within 7
      (seven) days of receipt of such notice. The Sellers shall take reasonable
      steps to remedy the matter or circumstances giving rise to the
    notice;

	 	 	 
	 	(q) 	
      to the knowledge of the Sellers, all work and activities
      carried out on the Prospecting Rights has been carried out in all material
      respects in compliance with all Applicable Laws, excluding environmental
      laws, and the Sellers have not received any notice of any material breach of any such
Applicable Laws; 







- 27 -

	 	(r) 	
      the Sellers have made full disclosure to the Buyer of all
      material facts of which Sellers have knowledge relating to the Prospecting
      Rights and which would be relevant to a reasonable Person in the position
      of the Buyer investing in the Company as contemplated in this
      Agreement.




	4.1.20 	
      Environmental Matters




	 	(a) 	
      The conditions existing on or with respect to the Project
      and the Company’s ownership and operation thereof are not (i) in violation
      in any material respect of any Applicable Laws (including without
      limitation any environmental laws) or (ii) causing or resulting in any
      material damage or environmental liabilities or impairment to the health,
      safety, or enjoyment of any person at or on the properties or in the
      general vicinity of the properties in violation of Applicable Law;
    and

	 	 	 
	 	(b) 	
      there have been no past material violations by the
      Company or, to the knowledge of the Sellers, by any of its predecessors in
      title of any environmental laws or other laws affecting or pertaining to
      the Project, nor any past creation of material damage or threatened
      material damage to the air, soil, surface waters, groundwater, flora,
      fauna, or other natural resources on, about or in the general vicinity of
      the properties in material violation of Applicable Law.

	 	 	 
	 	(c) 	
      No environmental claims exist in relation to the
      Prospecting Rights and to the knowledge of the Sellers there are no
      circumstances which may lead to a claim.




	4.1.21 	
      Litigation

	 	 
		
      There is no claim, demand, suit, action, cause of action,
      dispute, proceeding, litigation, investigation, grievance, arbitration,
      governmental proceeding or other proceeding, including appeals and
      application for review, in progress against, by or relating to the
      Company, the Assets, the Prospecting Rights nor to the Sellers’ knowledge
      are any of the same pending or threatened. The Sellers are not aware of
      any state of facts which would provide a valid basis for any of the
      foregoing. There is not at present outstanding or pending against the
      Company any Order that may adversely affect the Company or the Assets in
      any way or that in any way relates to this Agreement or the transactions
      contemplated herein.

	 	 
	4.1.22 	
      Insurance




	 	(a) 	
      The Company and its Assets are at the Signature Date or
      will on or before the Closing Date be insured by reputable insurers
      against liability, loss and damage and worker’s compensation where
      applicable, in such amounts and against such risks as are customarily
      carried and insured against by owners of comparable businesses, properties
      and assets, and such insurance coverage will be continued in full force
      and effect to and including the Closing Date and the Sellers hereby
      indemnify the Buyer against any claim or liability in respect thereof.
      Schedule I is an accurate and complete list of all insurance policies
(specifying the insured, the amount of coverage, the type of insurance, the
policy number and any pending claims thereunder) maintained by the Company,
either as of the Signature Date, or if not so insured, on the Closing
Date. The Company is not and will not on the Closing Date be in default
with respect to any of the provisions contained in any such insurance policy,
whether as to the payment of premium or otherwise. All such policies of
insurance are and will on the Closing Date be in full force and effect.







- 28 -

	 	(b) 	
      The Sellers are not aware of any facts, matters or
      circumstances which are likely to give rise to the cancellation of any
      policy or the repudiation of any claims thereunder or to any policy not
      being renewed in the future or being renewed only on more onerous terms or
      conditions.




	4.1.23 	
      Certain Interests

	 	 
		
      The Company has not made any payment or loan to, or
      borrowed any monies from or is otherwise indebted to, any officer,
      director, employee, trustee or shareholder or any Person with whom the
      Company is not dealing at arm’s length (within the meaning of the Tax Act)
      or any Affiliate or spouse of any of the foregoing (each, a “Related
      Person”). No Seller and no Affiliate of any Seller (each, a “Related
      Party”) is a party to any Contract with the Company, no Related Party is
      indebted to the Company and the Company is not indebted to any Related
      Party. No Related Person possesses, directly or indirectly, any financial
      interest in, or is a director, officer or employee of, any Person which is
      a competitor or supplier, dealer, lessor or lessee of the Company; or has
      any interest in any assets used or held for use by the
  Corporation.

	 	 
	4.1.24 	
      Employees

	 	 
		
      Since the date of incorporation of the Company, the
      Company has not employed any person as employee or made any offer of
      employment to any person.

	 	 
	4.1.25 	
      Anti-Corruption and Anti-Bribery Laws

	 	 
		
      Neither the Company nor any of its directors, officers or
      employees or agents, consultants or
representatives:




	 	(a) 	
      has violated, and Sellers’ execution and delivery of and
      performance of their obligations under this Agreement will not violate,
      any Applicable Laws related to money laundering or government guidance
      regarding anti-money laundering and international anti-money laundering
      principles or procedures of an intergovernmental group or organization and
      any executive order, directive or regulation under the authority of any of
      the foregoing, or any orders or licenses issued thereunder in each case to
      which the Company or Seller is subject;

	 	 	 
	 	(b) 	
      has, in the course of its actions for, or on behalf of
      the Company (i) knowingly used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expense relating to
      political activity, (ii) paid or received any
bribe or otherwise unlawfully offered or provided, directly or
indirectly, anything of value to (or received anything of value from) any
foreign or domestic government employee or official or any other Person, (iii)
violated or taken any act that would violate any provision of the Foreign
Corrupt Practices Act of 1977 (United States) (“FCPA”) or other similar
Applicable Laws of other jurisdictions, or (iv) violated or taken any act that
would violate any provision of the Bribery Act (U.K.) or other similar
Applicable Laws of other jurisdictions; 







- 29 -

	 	(c) 	
      has, directly or indirectly, taken any action in
      violation of any economic, financial and trade embargoes and sanctions
      laws, regulations, rules and/or restrictive measures administered, enacted
      or enforced by the Office of Foreign Assets Control of the U.S. Department
      of the Treasury, the United Nations Security Council, the European Union,
      the United States Department of State or the United Kingdom
      (“Sanctions”);

	 	 	 
	 	(d) 	
      is a person or entity that is (i) listed or referred to
      on, or owned or controlled by a person or entity listed or referred to on,
      or acting on behalf of a person or entity listed or referred to on, any
      Sanctions List (as defined below); (ii) located in, incorporated under the
      laws of, or acting on behalf of a person or entity located in or organized
      under the laws of, any country or territory that is or has been the target
      of and/or subject to any comprehensive country- or territory-wide
      Sanctions (which shall include, Crimea, Cuba, Iran, North Korea, Sudan and
      Syria); or (iii) otherwise a target of Sanctions (and, for purpose of this
      Section, “Sanctions List” means the “Specially Designated Nationals and
      Blocked Persons” list maintained by the Office of Foreign Assets Control
      of the U.S. Department of the Treasury, the Consolidated List of Persons
      and Entities subject to Financial Sanctions maintained by the European
      Commission or any similar list maintained by, or public announcement of
      Sanctions designation made by the European Union, the United States
      Department of State or the United Kingdom); or

	 	 	 
	 	(e) 	
      has engaged in any business with any Restricted
      Entity.




	4.1.26 	
      BEE Compliance

	 	 
		
      As at the Signature Date the Company complies with all
      black economic empowerment and social development conditions and
      obligations requirements of the MPRDA and the Charter.

	 	 
	4.1.27 	
      Disclosure




	 	(a) 	
      No representation or warranty in this Agreement contains
      any untrue statement of a fact and the representations and warranties
      contained in this Agreement do not omit to state any material fact
      necessary to make any of the representations or warranties contained
      herein not misleading to a prospective buyer of the Purchased Shares
      seeking full information as to the Purchased Shares, the Company, and the
      Assets. Without limiting the scope of the foregoing, none of the Sellers
      is aware of any change, event or occurrence that has taken place or
    is pending that has, or in the future could reasonably be expected
to have, a Material Adverse Change on the value or ownership of the Purchased
Shares, the Company, or the Assets, the prospects of the Company or the ability
of the Company to operate the Project subsequent to the Closing Date in the
manner in which it has been operated by the Company prior to and on the Closing
Date, or which could increase the costs incurred by the Company in operating the
Project subsequent to the Closing Date, including any pending or present change
in any Applicable Law or other requirement, including the obtaining or
maintenance of Licences or approvals. 







- 30 -

	 	(b) 	
      The Sellers have disclosed as part of the documents made
      available to the attorneys of the Buyer (“Disclosed Documents”) all
      facts and information relating to the Project and/or the Company, their
      business, books, records and assets, which may reasonably be relevant to
      the acquisition of the Purchased Shares and/or the price payable in
      respect thereof and the Sellers are not aware of any facts, matters,
      events or circumstances which would impact on the Buyer’s decision to
      invest in the business conducted by the Company, including, without
      limitation, in relation to its relationship with existing, former or
      potential suppliers and customers.

	 	 	 
	 	(c) 	
      The information contained in the Disclosed Documents
      accurately represents the assets and liabilities of the Company, and the
      Sellers hereby indemnify the Buyer against any claim or liability in
      respect thereof.

	 	 	 
	 	(d) 	
      The Sellers warrant the accuracy and completeness of all
      information contained in the Disclosed Documents and warrant that all
      information and documentation was provided to the Buyer to assist the
      Buyer in adequately determining all potential risks associated with
      transaction contemplated by this Agreement.




	4.2 	
      Representations and Warranties of Individual
      Sellers



Each Seller severally and not jointly
with respect to any other Seller hereby represents and warrants to the Buyer
with respect to such Seller as follows and acknowledges that the Buyer is
relying on such representations and warranties in entering into this Agreement
and completing the transactions contemplated hereby.

	4.2.1 	
      Corporate Matters




	 	(a) 	
      Such Seller is duly incorporated and organized, and
      validly existing under the laws of its jurisdiction of incorporation or
      other formation and no proceedings have been taken or authorized by the
      Seller or to such Seller’s knowledge by any other Person, with respect to
      the bankruptcy, insolvency, liquidation, dissolution or winding up of such
      Seller.

	 	 	 
	 	(b) 	
      Such Seller has all necessary power, authority and
      capacity to own the Purchased Shares owned by it and such Seller has all
      necessary power, authority and capacity to execute and deliver, and to
      observe and perform its covenants and obligations under, this Agreement
  and each of the Closing Documents to which it is a party. 







- 31 -

	 	(c) 	
      The execution, delivery, observance and performance by
      such Seller of this Agreement and the Closing Documents to which it is a
      party and the consummation by it of the transactions contemplated by this
      Agreement, have been duly authorized by all necessary action on the part
      of such Seller.

	 	 	 
	 	(d) 	
      This Agreement has been, and each Closing Document to
      which such Seller is a party will on Closing have been, duly executed and
      delivered by it and this Agreement constitutes, and each such Closing
      Document will on Closing constitute, a valid and binding obligation of
      such Seller, enforceable against it in accordance with its
terms.

	 	 	 
	 	(e) 	
      Other than the Shareholders’ Agreement, the Amended
      Shareholders’ Agreement, and the Call Option, there are no shareholders’
      agreements, pooling agreements, voting trusts, proxies or other similar
      agreements, arrangements or understandings with respect to the ownership
      or voting of any of the Purchased Shares to which such Seller is a party
      or by which it is bound.




	4.2.2 	
      Absence of Conflicting
Agreements



None of the execution and delivery of,
or the observance and performance by such Seller of any covenant or obligation
under, this Agreement or any Closing Document to which it is a party, or the
Closing: 

	 	(a) 	
      contravenes or results in, or will contravene or result
      in, a violation of or a default under or a right of termination (with or
      without the giving of notice or lapse of time, or both) or in the
      acceleration of any obligation under (i) any Applicable Law; (ii) any
      Licence; (iii) articles, by-laws or other constating documents of such
      Seller; or (iv) the provisions of any agreement, including any mortgage,
      security document, obligation or instrument, to which such Seller is a
      party, or by which it is bound or affected;

	 	 	 
	 	(b) 	
      results in the creation or imposition of any Encumbrance
      on any of the Purchased Shares or Assets; or

	 	 	 
	 	(c) 	
      relieves any other party to any Contract of that party’s
      obligations thereunder or enables it to terminate its obligations
      thereunder.




	4.2.3 	
      Title To Purchased Shares



Such Seller has good title to the
Purchased Shares set forth opposite such Seller’s name on Schedule C hereto,
free and clear of all Encumbrances and, at the Closing Date, such Seller shall
transfer good title to such Purchased Shares to Buyer free and clear of all
Encumbrances. Such Seller has the full power, right and authority to vote and
transfer the Purchased Shares owned by such Seller, subject to the restrictions
on transfer in the articles of the Company which shall have been complied with
prior to the Closing Date. All of such Purchased Shares have been received by
such Seller in compliance with all (i) Applicable Laws and (ii) pre-emptive, statutory or contractual
rights, if any, of any Person. Such Seller (i) does not own or have any right to
any equity interest in the Company other than such Purchased Shares and (ii)
does not have or hold any Encumbrance against the Company or any of the Assets.
Without limiting the foregoing, such Seller has not granted or agreed to grant,
orally or in writing, any option, right, warrant, privilege or other commitment
or arrangement of any character capable of becoming any of the foregoing
(whether legal, equitable, contractual or otherwise) for the purchase of any of
the Purchased Shares owned by such Seller. 




- 32 -

	4.2.4 	
      Consents and Approvals

	 	 
		
      Except as may arise in terms of the Exchange Control
      Regulations, no consent, approval, Licence, Order, authorization,
      registration or declaration of, or filing with, any Governmental Authority
      or other Person is required by such Seller, (a) in connection with (i) the
      Closing; (ii) the execution and delivery by such Seller of this Agreement
      or the Closing Documents to which it is a party; or (iii) the observance
      and performance by such Seller of their obligations under this Agreement
      or the Closing Documents to which it is a party; or (b) to avoid the loss
      of any Licence relating to the Project as a result of any of the
      foregoing.

	 	 
	4.2.5 	
      Litigation

	 	 
		
      There is no claim, demand, suit, action, cause of action,
      dispute, proceeding, litigation, investigation, grievance, arbitration,
      governmental proceeding or other proceeding, including appeals and
      application for review, in progress against, by or relating to such
      Seller, which could adversely affect the ability of such Seller to own the
      Purchased Shares or to complete the transactions contemplated hereby or to
      otherwise observe and comply with its obligations under this Agreement or
      any Closing Document to which it is a party, nor to such Seller’s
      knowledge are any of the same pending or threatened. Such Seller is not
      aware of any state of facts which would provide a valid basis for any of
      the foregoing.

	 	 
	4.3 	
      Representations and Warranties of the
  Buyer

	 	 
		
      The Buyer represents and warrants to the Sellers as set
      out in the following Subsections of this Section and acknowledges that the
      Sellers are relying upon such representations and warranties in entering
      into this Agreement and completing the transactions contemplated
      hereby.

	 	 
	4.3.1 	
      Corporate Matters




	 	(a) 	
      The Buyer is a corporation duly incorporated, organized
      and not dissolved under the laws of its jurisdiction of incorporation. No
      proceedings have been taken or authorized by the Buyer or, to the best of
      the Buyer’s knowledge, by any other Person, with respect to the
      bankruptcy, insolvency, liquidation, dissolution or winding up of the
      Buyer.

	 	 	 
	 	(b) 	
      The Buyer has all necessary corporate power and authority
      to execute and deliver, and to observe and perform its covenants and obligations under,
this Agreement and the Closing Documents to which it is a party. 







- 33 -

	 	(c) 	
      The Buyer has taken all corporate action necessary to
      authorize the execution and delivery of, and the observance and
      performance of its covenants and obligations under, this Agreement and the
      Closing Documents to which it is a party.

	 	 	 
	 	(d) 	
      This Agreement has been, and each Closing Document to
      which the Buyer is a party will on Closing have been, duly executed and
      delivered by the Buyer, and this Agreement constitutes, and each Closing
      Document to which the Buyer is a party will on Closing constitute, a valid
      and binding obligation of the Buyer enforceable against the Buyer in
      accordance with its terms.




	4.3.2 	
      Absence of Conflicting
Agreements



None of the execution and delivery of,
nor the observance and performance by the Buyer of, any covenant or obligation
under, this Agreement or any Closing Document to which it is a party or the
Closing contravenes or results in, or will contravene or result in, a violation
of or a default under or a right of termination (with or without the giving of
notice or lapse of time, or both) or in the acceleration of any obligation
under: (i) any Applicable Law; (ii) the constating documents or directors’ or
shareholders’ resolutions of the Buyer; or (iii) the provisions of any
agreement, obligation or instrument, to which the Buyer is a party, or by which
it is bound or affected. 

	4.3.3 	
      Consents and Approvals



No consent, approval, Licence, Order,
authorization, registration or declaration of, or filing with, any Governmental
Authority is required by the Buyer in connection with: (i) the Closing, (ii) the
execution and delivery by the Buyer of this Agreement or any Closing Document to
which it is a party, or (iii) the observance and performance by the Buyer of its
obligations under this Agreement or any Closing Documents to which it is a
party. 

	4.4 	
      Commission



Each Party represents and warrants to
each other Party that the Company will not be liable for any brokerage
commission, finder’s fee or other similar payment in connection with the
transactions contemplated hereby because of any action taken by, or agreement or
understanding reached by, that first-mentioned Party.

	4.5 	
      Costs payable by the
Company



Each Seller represents and warrants to
the Buyer that the Company will not be liable for any costs and expenses
incurred in connection with the negotiation, preparation and execution of this
Agreement (and any documents referred to in it). 




- 34 - 

	4.6 	
      Qualification of Representations and
    Warranties

	 	 
		
      Any representation or warranty made by a Party as to the
      enforceability of this Agreement or any Closing Document against such
      Party is subject to the following qualifications: (i) specific
      performance, injunction and other equitable remedies are discretionary
      and, in particular, may not be available where damages are considered an
      adequate remedy; and (ii) enforcement may be limited by bankruptcy,
      insolvency, liquidation, reorganization, reconstruction and other laws
      generally affecting enforceability of creditors’ rights.

	 	 
	4.7 	
      Survival of Covenants, Representations and Warranties
      of Sellers

	 	 
		
      All representations, warranties, covenants and agreements
      made by the Sellers in this Agreement or any Closing Document shall
      survive the Closing and shall continue in full force and effect as
      follows:




	 	(a) 	
      the representations and warranties set forth in Sections
      4.1.1, 4.1.5, 4.1.17, 4.2.1, 4.2.3 and 4.4 (collectively, the “Sellers’
      Fundamental Representations”) of this Agreement shall survive the Closing
      and continue without time limit;

	 	 	 
	 	(b) 	
      the representations and warranties set forth in Section
      4.1.14 of this Agreement in respect of a particular taxation year, period
      (or part thereof) or event shall survive the Closing and shall continue
      until 180 days after the expiration of the relevant Tax Assessment
      Period;

	 	 	 
	 	(c) 	
      all of the other representations and warranties contained
      in this Agreement or any other Closing Document shall survive for a period
      of 12 months from the Closing Date; and after such period, the Sellers
      shall not have any further liability hereunder with respect to such
      representations and warranties except with respect to claims properly made
      within such period; and

	 	 	 
	 	(d) 	
      all covenants, indemnities and agreements of the Sellers
      contained in this Agreement or any Closing Document shall survive the
      Closing and continue until performed or waived.



Notwithstanding the foregoing, there
shall be no limitation on the right of the Buyer to bring any claim, action or
proceeding based on any intentional misrepresentation or fraud of any of the
Sellers. 

	4.8 	
      Survival of Covenants, Representations and Warranties
      of Buyer



All representations, warranties,
statements, covenants and agreements made by the Buyer in this Agreement or any
Closing Document shall survive the Closing and shall continue in full force and
effect as follows: 

	 	(a) 	
      the representations and warranties set forth in Sections
      4.3.1 and 4.4 shall survive the Closing and continue without time limit
      (collectively, the “Buyer’s Fundamental
  Representations”);







- 35 - 

	 	(b) 	
      all of the other representations and warranties in this
      Agreement and in any Closing Document shall survive for a period of only
      12 months from the Closing; after such period, the Buyer shall have no
      further liability hereunder with respect to such representations and
      warranties except with respect to claims properly made within such period;
      and

	 	 	 
	 	(c) 	
      all covenants, indemnities and agreements of the Buyer
      contained in this Agreement or any Closing Document shall survive the
      Closing and continue until performed or waived.



Notwithstanding the foregoing, there
shall be no limitation on the right of the Sellers to bring any claim, action or
proceeding based on any intentional misrepresentation or fraud of the Buyer.


ARTICLE 5 
OTHER COVENANTS OF THE PARTIES 

	5.1 	
      Filings with Governmental Authorities

	 	 
		
      As soon as practicable and to the extent required, the
      Buyer shall make all filings, notices or requests for approval required to
      be given or made to any Governmental Authority in connection with the sale
      and transfer of the Purchased Shares. Each Party shall furnish or cause to
      be furnished to the other such information and assistance as it may
      reasonably request in order to prepare any filings or submissions or
      notices to be made or given by it but neither the Buyer nor the Sellers
      shall be obligated to provide to any Governmental Authority any
      undertakings or commitments other than those that are not unduly onerous
      or which are commonly provided in transactions of the nature and size
      contemplated by this Agreement.

	 	 
	5.2 	
      Injunctions

	 	 
		
      If any court or tribunal having jurisdiction over any of
      the Parties issues any injunction, decree or similar order on or before
      the Closing Date which would prohibit or materially restrict or hinder the
      Closing, the Party against whom the injunction decree or order, has been
      issued, shall use its reasonable efforts to have such injunction, decree
      or order dissolved or otherwise eliminated as promptly as possible and, in
      any event, on or before to the Closing Date.

	 	 
	5.3 	
      Actions to Satisfy Closing Conditions

	 	 
		
      Each Party shall take all such actions as are within its
      power to control, and shall use its reasonable efforts to cause other
      actions to be taken which are not within its power to control, so as to
      ensure compliance with all conditions set forth in Article 6 which are for
      the benefit of any Party. The Parties will co-operate in exchanging such
      information and providing such assistance as may be reasonably required in
      connection with the foregoing.







- 36 - 

ARTICLE 6 
CLOSING 

	6.1 	
      Delivery of
Certificates




	6.1.1 	
      On the Closing (PTM), or the Extended Closing Date (as
      defined in Section 7.5 below), PTM RSA shall transfer and deliver to the
      Buyer the Documents of Title for the relevant Purchased Shares.

	 	 
	6.1.2 	
      On the Closing (JOGMEC), or the Extended Closing Date (as
      defined in Section 7.5 below), JOGMEC shall transfer and deliver to the
      Buyer notices in terms of Section 8 of the Escrow Agreement authorising
      the Escrow Agent to release the Purchased Shares to the Buyer and the
      Purchase Price to the Sellers in accordance with Article
  3.




	6.2 	
      Place of Closing



The Closing shall take place at the
Sandton offices of PTM RSA’s South African counsel, or at such other place as
may be agreed upon by the Sellers and the Buyer. 

ARTICLE 7 
CONDITIONS PRECEDENT 

	7.1 	
      Suspensive Condition

	 	 
	7.1.1 	
      The operation of this Agreement, save for Article 1,
      Article 7 and Article 9, which shall come into operation and be binding on
      the Parties from the Signature Date, is subject to the fulfilment of the
      following suspensive conditions:




	 	(a) 	
      JOGMEC and Tiger Gate shall have obtained the written
      approval of the Financial Surveillance Department of the South African
      Reserve Bank in terms of the Exchange Control Regulations in respect of
      the transactions recorded in this Agreement and in the Call Option, which
      approval must be either unconditional or subject to conditions reasonably
      acceptable to JOGMEC and Tiger Gate; and

	 	 	 
	 	(b) 	
      Implats shall have obtained the written approval of the
      Financial Surveillance Department of the South African Reserve Bank in
      terms of the Exchange Control Regulations in respect of the transactions
      recorded in this Agreement, which approval must be either unconditional or
      subject to conditions reasonably acceptable to
Implats.







- 37 - 

	7.1.2 	
      The Suspensive Condition stipulated in 7.1.1(a) is for
      the benefit of all of the Parties, and accordingly may, at any time before
      the delivery of the written notice referred to in 7.1.3, only be waived in
      writing by all the Parties. The Suspensive Condition stipulated in
      7.1.1(b) is for the benefit only of Implats, and accordingly may, at any
      time before the delivery of the written notice referred to in in 7.1.3 be
      waived in writing by Implats.

	 	 
	7.1.3 	
      If the Suspensive Conditions are not fulfilled, or their
      fulfilment is not waived, within twenty Business Days of the Signature
      Date (or such later date that is a Business Day as may be agreed by the
      Parties in writing) then, upon the delivery by any Party of written notice
      to all the other Parties declaring that one or all of the Suspensive
      Conditions have failed, this Agreement shall lapse, and shall cease to be
      of any force or effect, and no Party shall have any claim against any
      other Party arising out of the failure of a Suspensive
  Condition.




	7.2 	
      Buyer’s Conditions



The Buyer shall be obliged to complete
the Closing only if each of the Conditions Precedent set out in the following
Subsections of this Section 7.2 have been satisfied in full before the Closing
Date in respect of Closing (PTM). Each of such Conditions Precedent is for the
exclusive benefit of the Buyer and the Buyer may waive any of them in whole or
in part in writing.

	 	(a) 	
      Accuracy of Representations and Performance of
      Covenants. On the Closing Date, all of the representations and
      warranties of the Sellers made in or pursuant to this Agreement will be
      true and correct as if made on and as of the Closing Date. On or before
      the Closing Date, the Sellers shall have observed or performed in all
      respects all of the obligations, covenants and agreements that are to be
      performed by them on or before the Closing Date. The Buyer shall have
      received immediately prior to the Closing Date a certificate from each
      Seller certifying that the conditions in this Section 7.2(a) have been
      satisfied.

	 	 	 
	 	(b) 	
      Receipt of Closing Documentation. All
      documentation relating to the sale and purchase of the Purchased Shares
      including the Closing Documents and all actions and proceedings taken on
      or prior to the Closing in connection with the performance by the Sellers
      of their obligations under this Agreement shall be satisfactory to the
      Buyer and its counsel, acting reasonably. The Buyer shall have received
      copies of the Closing Documents required to be delivered on or before
      Closing and all such documentation or other evidence as it may reasonably
      request in order to establish compliance with the terms and conditions of
      this Agreement, the consummation of the transactions contemplated hereby
      and the taking of all corporate proceedings in connection therewith in
      form (as to certification and otherwise) and substance satisfactory to the
      Buyer and its counsel.

	 	 	 
	 	(c) 	
      Consents, Authorizations and Registrations. All
      consents, approvals, Orders and authorizations of any Person or
      Governmental Authority (or registrations, declarations, filings or
      recordings with any of them), required for the
Closing (other than routine post-closing notifications or filings),
shall have been obtained or made on or before the Closing Date. 







- 38 -

	 	(d) 	
      Litigation. No Order shall have been entered that
      prohibits or restricts the Closing. None of the Parties (including the
      Buyer), nor any of their respective directors, officers, employees or
      agents, shall be a defendant in or third party to or threatened with any
      litigation or proceedings before any Governmental Authority which, in the
      opinion of the Buyer, acting reasonably, could prevent or restrict that
      Party from performing any of its obligations in this Agreement or any
      Closing Document.

	 	 	 
	 	(e) 	
      Opinion of Counsel for PTM RSA. The Buyer shall
      have received an opinion of counsel to PTM RSA dated the Closing Date in
      such form approved by the Buyer, acting reasonably.

	 	 	 
	 	(f) 	
      Commitment Regarding Proceeds. The Buyer shall
      have received evidence satisfactory to the Buyer, acting reasonably, that
      PTM RSA has committed $5 million of the Purchase Price received by PTM RSA
      to fund the first $5 million of PTM RSA’s funding obligations in respect
      of the Definitive Feasibility Study.

	 	 	 
	 	(g) 	
      Amended Shareholders’ Agreement. The shareholders
      of the Company, including the Sellers and the Buyer, shall have on the
      Signature Date executed and delivered the Amended Shareholders’
      Agreement.

	 	 	 
	 	(h) 	
      Adoption of new memorandum of incorporation. The
      shareholders of the Company, including the Sellers, shall have adopted and
      resolved to lodge a new memorandum of incorporation of the Company with
      the CIPC promptly following the Closing Date, which shall be in form and
      substance satisfactory to the Buyer, acting reasonably.

	 	 	 
	 	(i) 	
      Lodgement. PTM RSA and the Company shall have
      lodged the Notarial Deed of Cession (within 60 days of execution) at the
      Mineral and Petroleum Titles Registration Office in terms of section 11(4)
      of the MPRDA.

	 	 	 
	 	(j) 	
      Call Option. The parties to the Call Option shall
      have on the Signature Date executed and delivered the Call Option and the
      condition set out in clause 4.1.3 of the Call Option shall have been
      fulfilled on or before Closing Date.

	 	 	 
	 	(k) 	
      Due Diligence Data. The relevant Parties shall
      have initialled and are in possession of the encrypted USB devices
      containing the Due Diligence Data;







- 39 - 

	7.3 	
      Sellers’ Conditions



The Sellers shall be obliged to
complete the Closing only if each of the Conditions Precedent set out in the
following subsections of this Section 7.3 have been satisfied in full at or
before the Closing Date. Each of such Conditions Precedent is for the exclusive
benefit of the Sellers and the Sellers may waive any of them in whole or in part
in writing. 

	 	(a) 	
      Accuracy of Representations and Performance of
      Covenants. At the Closing Date, all of the representations and
      warranties of the Buyer made in or pursuant to this Agreement will be true
      and correct as if made at the Closing Date. At the Closing Date, the Buyer
      shall have observed or performed in all respects all of the obligations,
      covenants and agreements to be performed by it at or before the Closing
      Date. The Sellers shall have received immediately prior to Closing Date a
      certificate from a senior officer of the Buyer certifying, to the best of
      such officer’s knowledge, information and belief (after due enquiry) that
      the conditions in this Section 7.3(a) have been satisfied.

	 	 	 
	 	(b) 	
      Receipt of Closing Documentation. All
      documentation relating to the sale and purchase of the Purchased Shares
      including the Closing Documents and relating to the due authorization and
      completion of such sale and purchase and all actions and proceedings taken
      on or prior to the Closing in connection with the performance by the Buyer
      of its obligations under this Agreement shall be satisfactory to the
      Sellers and their counsel. The Sellers shall have received copies of the
      Closing Documents required to be delivered on or before Closing and all
      such documentation or other evidence as they may reasonably request in
      order to establish compliance with the terms and conditions of this
      Agreement, the consummation of the transactions contemplated hereby and
      the taking of all corporate proceedings in connection therewith in form
      (as to certification and otherwise) and substance satisfactory to the
      Sellers and their counsel.

	 	 	 
	 	(c) 	
      Consents, Authorizations and Registrations. All
      consents, approvals, Orders and authorizations of any Person or
      Governmental Authority (or registrations, declarations, filings or
      recordings with any of them), required for the Closing (other than routine
      post-closing notifications or filings), shall have been obtained or made
      on or before the Closing Date.

	 	 	 
	 	(d) 	
      Amended Shareholders’ Agreement. The Buyer shall
      have executed and delivered the Amended Shareholders’ Agreement.

	 	 	 
	 	(e) 	
      Due Diligence Data. The relevant Parties shall
      have initialled and are in possession of the encrypted USB devices
      containing the Due Diligence Data;

	 	 	 
	 	(f) 	
      Call Option. The parties to the Call Option shall
      have on the Signature Date executed and delivered the Call Option and the
      condition set out in clause 4.1.3 of the Call Option shall have been
      fulfilled on or before Closing Date.







- 40 - 

	7.4 	
      Waiver

	 	 
		
      Any Party may waive, by notice to the other Parties, any
      condition set forth in this Article 7 which is for its benefit. No waiver
      by a Party of any condition, in whole or in part, shall operate as a
      waiver of any other condition.

	 	 
	7.5 	
      Termination on Failure to Satisfy
  Conditions

	 	 
		
      If any condition set forth in Section 7.2 or 7.3 is not
      satisfied at the Closing Date any Party shall be entitled but not obliged,
      before the Closing Date (“Original Closing Date”) and on written notice to
      the other Parties, designate an extended closing date (“Extended Closing
      Date”) that is a Business Day that is not more than 10 Business Days after
      the Original Closing Date and if the condition remains unsatisfied at the
      Original Closing Date or the Extended Closing Date (as the case may be),
      or if it becomes apparent that any such condition cannot be satisfied at
      the Original Closing Date or the Extended Closing Date (as the case may
      be), the Party entitled to the benefit of such condition (the “First
      Party”) may terminate this Agreement by notice in writing to the other
      Party and in such event:




	 	(a) 	
      unless the other Party can show that the condition or
      conditions which have not been satisfied and for which the First Party has
      terminated this Agreement are not reasonably capable of being performed or
      caused to be performed as a result of a default by the First Party or have
      not been satisfied by reason of a default hereunder by the First Party,
      the First Party shall be released from all obligations hereunder;
    and

	 	 	 
	 	(b) 	
      unless the First Party can show that the condition or
      conditions which have not been satisfied and for which the First Party has
      terminated this Agreement ought to have been reasonably capable of being
      performed or caused to be performed by the other Party in the absence of a
      default by the other Party or have not been satisfied by reason of a
      default hereunder by the other Party, the other Party shall also be
      released from all obligations hereunder.



For the avoidance of doubt, the Closing
Date shall only be capable of change to an Extended Closing Date on one
occasion.

ARTICLE 8 
INDEMNIFICATION 

	8.1 	
      Indemnification by
Sellers




	 	(a) 	
      Subject to Sections 8.1(b), 8.1(c) and 8.3 , following
      Closing, the Sellers shall jointly and severally, indemnify and hold
      harmless, the Buyer, including its officers, directors and employees
      (collectively, the “Buyer Indemnified Parties”) for, and will pay the
      amount of, any loss, liability, claim, damage or expense (including
      reasonable legal fees), whether or not involving a third party
  claim (collectively, “Damages”), suffered or incurred by the Buyer
Indemnified Parties and arising from or in connection with any breach by the
Sellers (or either of them) of any obligation, or any untruth or inaccuracy by
Sellers (or either of them) in this Agreement or in any Closing Document. 







- 41 -

	 	(b) 	
      Subject to 8.3, the Sellers jointly, in their Respective
      Proportions, indemnify and hold harmless the Buyer Identified Parties for
      Damages incurred by the Buyer Indemnified Parties and arising from or in
      connection with any breach by the Sellers (or either of them) of any
      representation or warranty made by Sellers (or either of them) in this
      Agreement or in any Closing Document, save for any representation or
      warranty expressly stated to be the several representations, warranties,
      covenants and liabilities of each Seller.

	 	 	 
	 	(c) 	
      Each Seller, solely, indemnifies and holds harmless the
      Buyer Identified Parties for Damages incurred by the Buyer Indemnified
      Parties arising from any breach by either of the Sellers in connection
      with any failure to fulfil their obligations in terms of Section 3.1 of
      this Agreement or for any defect in any Closing Document which prevents
      the transfer of the Purchased Shares being effected from either of the
      Sellers to the Buyer.

	 	 	 
	 		
      (collectively referred to as “a Buyer
      Claim”)




	8.2 	
      Indemnification by Buyer



Subject to Section 8.3, following
Closing, the Buyer shall indemnify and hold harmless Sellers and their
respective officers, directors and employees (collectively, the “Seller
Indemnified Parties”) for, and will pay the amount of, any Damages suffered
or incurred by the Seller Indemnified Parties and arising from or in connection
with any: 

	 	(a) 	
      breach by the Buyer of, or any untruth or inaccuracy of,
      any representation or warranty made by the Buyer in this Agreement or in
      any Closing Document; or

	 	 	 
	 	(b) 	
      breach or failure to perform any covenant to be performed
      by the Buyer in this Agreement or in any Closing Document.

	 	 	 
	 		
      (collectively referred to as “a Seller
    Claim”)




	8.3 	
      Limitation of Liability for
  Indemnities




	 	(a) 	
      Neither the Sellers nor the Buyer, as the case may be
      (each an “Indemnifying Party”), shall be liable to the others or their
      respective officers, directors and employees (each, an “Indemnified
      Party”) for, as the case may be, any Damages whether pursuant to Section
      8.1(a) or Section 8.1(b), as applicable or otherwise, unless and until the
      accumulated aggregate Damages of the Indemnified Party exceed $100,000.00
      (the “Basket”), in which event the Indemnifying Party shall thereafter be
      responsible for all Damages including the amount of the Basket.

	 	 	 
	 	(b) 	
      Notwithstanding anything to the contrary elsewhere in
      this Agreement, each Seller’s aggregate total liability under this Agreement,
including this Article 8, to the Buyer shall not in any circumstances
exceed the amount of the Purchase Price paid or payable to that Seller, and the
Buyer’s total liability under this Agreement, including this Article 8, to the Sellers shall not in any circumstances exceed the amount of the Purchase
Price. 







- 42 -

	 	(c) 	
      Notwithstanding anything to the contrary contained
      anywhere else in this Agreement the Parties shall not have any liability
      to each other under this Agreement:




	 	(i) 	
      for any consequential or special damage or loss,
      including loss of profit, loss of goodwill, injury to business reputation
      and/or loss of business opportunities;

	 	 	 
	 	(ii) 	
      to the extent that the entire circumstances or facts
      giving rise to a Buyer Claim are actually known to the Buyer including by
      way of disclosure to the Buyer in the Due Diligence Data (as applicable)
      not less than two business days prior to the Signature Date (in sufficient
      detail and with sufficient context in order for the Buyer to appreciate
      generally the existence of the Buyer Claim and the quantum of the Buyer
      Claim);

	 	 	 
	 	(iii) 	
      to the extent that the Claim is based on a liability that
      is contingent only, unless and until such contingent liability becomes due
      within the applicable periods referred to in Section 4.8; and

	 	 	 
	 	(iv) 	
      to extent that the Claim arises or is increased as a
      result of, or is otherwise attributable wholly or partly
  to:




	 	(A) 	
      in the case of a Buyer Claim, any act or omission by the
      Sellers or the Company at any time after the Signature Date at the request
      of, or with the approval of, the Buyer;

	 	 	 
	 	(B) 	
      in the case of a Seller Claim, any act or omission by the
      Buyer or at any time after the Signature Date at the request of, or with
      the approval of, a Seller;

	 	 	 
	 	(C) 	
      any voluntary act or omission on the part of the Party
      seeking to bring the Claim or its directors, officers, employees or agents
      at any time after the Signature Date;




	 	(v) 	
      any payment made by either Seller to the Buyer in respect
      of a Claim shall (if it occurs after the payment of the Purchase Price)
      constitute an amount repaid by the Seller and, accordingly, be a reduction
      in the amount of the Purchase Price paid in respect of the Purchased
      Shares that was previously received by the
Seller.







- 43 - 

	8.4 	
      Notice of Claim

	 	 
		
      The Indemnified Party shall assert a Claim by giving
      notice (a “Notice of Claim”) to the Indemnifying Party as soon as
      practicable, and in any event no later than 30 days after the Indemnified
      Party becoming aware of the claim, which notice shall set out the basis
      for the claim, including by identifying the specific representation,
      warranty and/or covenant which is alleged to have been breached and an
      estimate of Damages.

	 	 
	8.5 	
      Defense of Claim or
Action




	 	(a) 	
      An Indemnifying Party shall have 30 days from receipt of
      the Notice of Claim (the “Notice Period”) to notify the Indemnified
      Party (i) whether or not the Indemnifying Party disputes the liability of
      the Indemnifying Party to the Indemnified Party hereunder with respect to
      such Notice of Claim and (ii) if applicable, whether or not it elects to
      defend the Indemnified Party against any third party action, proceeding or
      claim. In the event that the Indemnifying Party notifies the Indemnified
      Party within the Notice Period that it elects to defend the Indemnified
      Party with respect to such action, proceeding or claim, the Indemnifying
      Party shall be entitled to assume the defense or settlement thereof with
      counsel of its own choosing, and shall have the right to defend the
      Indemnified Party by appropriate proceedings, provided that such counsel
      shall be satisfactory to the Indemnified Party, acting reasonably. Subject
      to Section 8.3, all costs and expenses incurred by the Indemnifying Party
      in defending any such action, proceeding or claim shall be a liability of,
      and shall be paid by, the Indemnifying Party. If the Indemnified Party
      desires to participate in any such defense or settlement it may do so at
      its sole cost and expense, but control of such defense or settlement shall
      remain with the Indemnifying Party. Notwithstanding the foregoing, except
      with the prior written consent of the Indemnified Party, no Indemnifying
      Party, in the defense of any such action, proceeding or claim, shall
      consent to entry of any judgment or enter into any settlement that
      provides for injunctive or other nonmonetary relief affecting the
      Indemnified Party or that does not include as an unconditional term
      thereof the giving by each claimant or plaintiff to such Indemnified Party
      of a release from all liability with respect to such action, proceeding or
      claim. In the event that the Indemnified Party shall receive written
      advice of counsel that the Indemnified Party would have available to it
      one or more defenses or counterclaims that are in addition to, or
      inconsistent with, one or more of those that may be available to the
      Indemnifying Party in respect of such action, proceeding or claim or any
      litigation relating thereto, the Indemnified Party shall have the right at
      all times to take over and assume control over the defense, settlement,
      negotiations or litigation relating to any such action, proceeding or
      claim (provided such Indemnified Party shall only be entitled to one set
      of counsel in each applicable jurisdiction) and the cost thereof shall,
      subject to Section 8.3, be paid by the Indemnifying Party, provided that
      the Indemnified Party shall not settle any such action, proceeding or
      claim without the written consent of the Indemnifying Party.

	 	 	 
	 	(b) 	
      If the Indemnifying Party elects not to defend the
      Indemnified Party against such an action, proceeding or claim then the Indemnified Party may
engage counsel to defend, settle or otherwise dispose of such action, proceeding
or claim and the amount of any such action, proceeding or claim, or, if the same
be contested by the Indemnified Party, then, subject to Section 8.3, that
portion thereof as to which such defense is unsuccessful (and the reasonable
costs and expenses pertaining to such defense) shall be the liability of the
Indemnifying Party; provided, that in no event shall the Indemnifying Party be
liable to the Indemnified Party for the cost of employing or using in-house
legal counsel regardless of whether the Indemnified Party has, or has not,
assumed the defense or settlement of such action, proceeding or claim. 







- 44 -

	8.6 	
      Exclusive Remedy



Following Closing, except in the case
of intentional misrepresentation or fraud, this Article 8, together with
Sections 3.4.2(c), 9.5, 9.7 and 9.8, shall be the sole and exclusive remedy of
the Parties for any and all breaches of this Agreement. 

ARTICLE 9 
GENERAL 

	9.1 	
      Expenses

	 	 
		
      Each Party shall pay all expenses it incurs in
      authorizing, preparing, executing and performing this Agreement and the
      transactions contemplated hereunder, whether or not the Closing occurs,
      including all fees and expenses of its legal counsel, bankers, investment
      bankers, brokers, accountants or other representatives or consultants. If
      this Agreement is terminated, the obligation of a Party to pay its own
      expenses will be subject to any rights a Party may have arising from
      breach of the Agreement by another Party.

	 	 
	9.2 	
      Time

	 	 
		
      Time is of the essence of each provision of this
      Agreement.

	 	 
	9.3 	
      Notices




	 	(a) 	
      Method of Delivery. Any notice, demand or other
      communication (in this Section, a “notice”) required or permitted
      to be given or made hereunder shall be in writing and shall be
      sufficiently given or made if: (i) delivered in person during normal
      business hours on a Business Day and left with the recipient (for notice
      delivered to individuals) or with a receptionist or other responsible
      employee of the recipient at the applicable address set forth below; or
      (ii) sent by facsimile transmission or e-mail during normal business hours
      on a Business Day;



at the addresses set out below: 




- 45 - 


	Name 	Physical Address 	Telefax 
	  	  	  
	JOGMEC 	2-10-1 Toranomon, 	+81-3-6758-8058 
	  	Minato-ku, Tokyo 	  
	  	105-0001, 	  



Marked for the attention of: Taro
Kabashima
with a copy emailed to: kabashima-taro@jogmec.go.jp 
and to:
Herbert.Ono@mcmillan.ca
and to: bruce@fhinc.co.za


	Name 	Physical Address 	Telefax 
	  	  	  
	Tiger Gate 	2nd Floor Bridge House 	  
	  	Boundary Terraces 	  
	  	Mariendahl Lane 	  
	  	Newlands, Cape Town 	  
	  	7700 South Africa 	  



Marked for the attention of: Mandy
Collis 
with a copy emailed to: mandy@gmgfinancial.com, 
and to:
kabashima-taro@jogmec.go.jp 
and to: Herbert.Ono@mcmillan.ca 
and to:
bruce@fhinc.co.za


	Name 	Physical Address 	Telefax 
	  	  	  
	Mnombo 	19 Edward Street 	+27 11 447 1000 
	  	Westdene 	  
	  	Benoni 	  



Marked for the attention of: Mlibo
Mgudlwa 
with a copy emailed to: mmgudlwa@platinumgroupmetals.co.za


	Name 	Physical Address 	Telefax 
	  	  	  
	PTM RSA 	1st Floor, Platinum House 	+27 11 447 1000 
	  	24 Sturdee Avenue 	  
	  	Rosebank 	  



Marked for the attention of: Michael
Wasserfall 
with a copy emailed to: mike@platinumgroupmetals.co.za
and to:
allan.reid@cdhlegal.com




- 46 - 


	Name 	Physical Address 	Telefax 
	  	  	  
	PTM 	Bentall Tower 5 	+1 604 484 4710 
	  	Suite 788 - 550 Burrard Street 	  
	  	Vancouver,BC 	  
	  	Canada V6C 2B5 	  



Marked for the attention of: Frank
Hallam 
with a copy emailed to: frh@platinumgroupmetals.net


	Name 	Physical Address 	Telefax 
	  	  	  
	Implats 	2 Fricker Road 	     +27 11 731-9254 
	  	Fax: (011) 731-9254 	  
	  	Illovo 	  
	  	Johannesburg 	  
	  	2196 	  



Marked for the attention of: The
Company Secretary
With a copy emailed to Tebogo.llale@implats.co.za


	Name 	Physical Address 	Telefax 
	  	  	  
	Company 	1st Floor, Platinum House 	     +27 11 447 1000 
	  	24 Sturdee Avenue 	  
	  	Rosebank 	  



Marked for the attention of: Michael
Wasserfall 
with a copy emailed to: mike@platinumgroupmetals.co.za and

allan.reid@cdhlegal.com 

	 	(b) 	
      Deemed Delivery. Each notice sent in accordance with this
      Section shall be deemed to have been received: (i) in the case of personal
      delivery, if delivered before 5:00 p.m. (in the place of receipt), on the
      day it was delivered; otherwise, on the first Business Day thereafter; or
      (ii) in the case of facsimile transmission or e-mail, on the same day that
      it was sent if sent on a Business Day and the acknowledgement of receipt
      is received by the sender before 5:00 p.m. (in the place of receipt) on
      such day, and otherwise on the first Business Day thereafter. Any Party
      may change its address for notice by written notice delivered to the other
      Parties.







- 47 - 

	9.4 	
      Dispute Resolution




	 	(a) 	
      Any litigation, controversy, disagreement, difference or
      claim that may arise between the Parties regarding the interpretation,
      performance, termination, force, nullity, voidability or validity to or in
      connection with this Agreement (“Dispute”), which cannot be solved
      by unanimous agreement by the affected Parties, shall be resolved in
      accordance with this Section 9.4.

	 	 	 
	 	(b) 	
      Any Shareholder may refer the Dispute for the final
      resolution of the Dispute in question and subject to Section 9.4(d). The
      arbitration shall be held at Johannesburg before a single arbitrator in
      accordance with the rules of the Arbitration Foundation of Southern Africa
      (“AFSA”), which arbitration shall be administered by AFSA, subject
      to the following:




	 	(i) 	
      the proceedings of the arbitration shall be conducted in
      English; and

	 	 	 
	 	(ii) 	
      all documents, memoranda, filings and related documents
      shall be submitted in English.




	 	(c) 	
      Should AFSA, as an institution, not be operating at that
      time or not be accepting requests for arbitration for any reason, then the
      arbitration shall be conducted in accordance with the AFSA rules for
      commercial arbitration (as last applied by AFSA) before a single
      arbitrator appointed by agreement between the parties to the Dispute or
      failing agreement within 10 Business Days of the demand for arbitration,
      then any party to the dispute or difference shall be entitled to forthwith
      call upon the chairperson of the Bar Council of the city or town in which
      the registered office of the Company is situated (or which is closest
      thereto) to nominate the arbitrator, provided that the person so nominated
      shall be an advocate or attorney of not less than 15 years standing as
      such. The person so nominated shall be the duly appointed arbitrator in
      respect of the Dispute. In the event of the attorneys of the parties to
      the Dispute failing to agree on any matter relating to the administration
      of the arbitration, such matter shall be referred to and decided by the
      arbitrator whose decision shall be final and binding on the parties to the
      dispute.

	 	 	 
	 	(d) 	
      The Parties expressly submit themselves to the
      jurisdiction of the judges and courts of South Africa for any matter which
      cannot be lawfully arbitrated.

	 	 	 
	 	(e) 	
      Nothing herein contained shall be deemed to prevent or
      prohibit a Party to the arbitration from applying to the appropriate court
      for urgent relief or for judgment in relation to a liquidated
  claim.

	 	 	 
	 	(f) 	
      Pending settlement of any Dispute, the Parties shall
      abide by their obligations under this Agreement without prejudice to a
      final adjustment in accordance with a judgment of court or an award
      rendered in an arbitration settling such dispute.

	 	 	 
	 	(g) 	
      Any arbitration in terms of this Section 9.4 (including
      any appeal proceedings) shall be conducted in camera and the Parties shall
      treat as confidential details of the Dispute submitted to arbitration, the conduct of the
arbitration proceedings and the outcome of the arbitration. 







- 48 -

	 	(h) 	
      This Section 9.4 will continue to be binding on the
      Parties notwithstanding any termination or cancellation of the Agreement
      or any withdrawal or relinquishment by a Shareholder.

	 	 	 
	 	(i) 	
      The Parties agree that the written demand by a party to
      the Dispute in terms of Section 9.4(b) that the Dispute be submitted to
      arbitration is to be deemed to be a legal process for the purpose of
      interrupting extinctive prescription in terms of the Prescription Act,
      1969.




	9.4.2 	
      No agency

	 	 
		
      Each Party confirms it is acting on its own behalf and
      not for the benefit of any other person.

	 	 
	9.5 	
      Breach

	 	 
	9.5.1 	
      For the purposes of this Section a breach shall be deemed
      to be material if:




	 	(a) 	
      it is incapable of being remedied by payment, goes to the
      root of the contract, and the Party committing the breach fails to remedy
      it within 14 Business Days of receipt of written notice from any other
      Party calling on it to do so; or

	 	 	 
	 	(b) 	
      it is capable of being remedied by payment, goes to the
      root of the contract, and the Party committing the breach fails to remedy
      the breach or make the payment in question within 14 Business Days of
      receipt of written notice from any other Party calling on it to do
    so.

	 	 	 
	 	(c) 	
      If any Party commits a material breach of this agreement,
      then, without prejudice to any other claim that any other party may have,
      whether under this Agreement or in law, including, without limitation, any
      claim for damages, that Party may cancel this Agreement on written notice
      to the defaulting Party, and all other
Parties.




	9.5.2 	
      If any Party commits any other breach of this Agreement
      and fails to remedy that breach within 14 Business Days of written notice
      from any other Party calling on the Party in default to do so, then the
      Party giving notice may claim specific performance or damages or both, as
      the case may be, but shall have no right of cancellation.

	 	 
	9.6 	
      Assignment




	 	(a) 	
      The Buyer may, without the consent of the Sellers, assign
      this Agreement and its rights and benefits hereunder to its Affiliate on
      condition that the Buyer guarantees its Affiliate’s performance of all of
      the Buyer’s obligations under this Agreement.







- 49 - 

	 	(b) 	
      JOGMEC and Tiger Gate may, without the consent of any of
      the other Parties, cede their rights and delegate their obligations under
      this Agreement to a JOGMEC Related Party (as defined in the Shareholders
      Agreement), provided that the JOGMEC Related Party shall assume all of
      JOGMEC’s rights and obligations under this Agreement as well as in the
      Shareholders Agreement and the Call Option against execution and delivery
      of the relevant Accession Undertaking.

	 	 	 
	 	(c) 	
      Subject to Section (a) and (b) above, (i) no Party may
      assign any rights or benefits under this Agreement to any Person; (ii)
      each Party agrees to perform its covenants and obligations under this
      Agreement itself, and not to arrange in any way for any other Person to
      perform those covenants and obligations; and (iii) no assignment of
      benefits or arrangement for substituted performance by one Party shall be
      of any effect against any other Party except to the extent that such other
      Party has consented to it in writing.

	 	 	 
	 	(d) 	
      Subject to Sections (a) and (b) above, this Agreement
      shall enure to the benefit of and be binding upon the Parties and their
      respective heirs, administrators, executors, personal representatives,
      successors (including any successor by reason of amalgamation or statutory
      arrangement of any Party) and permitted
assigns.




	9.7 	
      Further Assurances

	 	 
		
      Each Party shall do such acts and shall execute such
      further documents, conveyances, deeds, assignments, transfers and the
      like, and will cause the doing of such acts and will cause the execution
      of such further documents as are within its power, as any other Party may
      in writing at any time and from time to time reasonably request be done
      and or executed, in order to give full effect to the provisions of this
      Agreement and the Closing Documents.

	 	 
	9.8 	
      Remedies Cumulative

	 	 
		
      The rights and remedies of the Parties under this
      Agreement are cumulative and in addition to, without prejudice to, and not
      in substitution for, any rights or remedies provided by law. Any single or
      partial exercise by any Party of any right or remedy for default or breach
      of any term, covenant or condition of this Agreement does not waive,
      alter, affect or prejudice any other right or remedy to which such Party
      may be lawfully entitled for the same default or breach.

	 	 
	9.9 	
      Public Announcements

	 	 
		
      Before the Closing Date, no Party shall make any public
      statement or issue any press release concerning the transactions
      contemplated by this Agreement except as may be necessary, in the opinion
      of counsel to the Party making such disclosure, to comply with the
      requirements of all Applicable Law and the rules of any applicable stock
      exchange. If any such public statement or release is so required, the
      Party making such disclosure shall consult with the other Parties prior to
      making such statement or release, and the Parties shall use all reasonable
      efforts, acting in good faith, to agree upon a text for
  such statement or release which is satisfactory to all Parties,
provided such agreement is not unreasonably delayed. 







- 50 -

	9.10 	
      Entire Agreement



This Agreement, constitutes the entire
agreement between the Parties pertaining to the subject matter hereof and
supersedes all prior agreements, negotiations, discussions and understandings,
undertakings, statements, arrangements, promises, representations and
agreements, whether written or oral, between the Parties. There are no
representations, warranties, conditions, undertakings, commitments, other
agreements or acknowledgements, whether direct or collateral, express or
implied, that form part of or affect this Agreement, or which induced any Party
to enter into this Agreement or on which reliance is placed by any Party, except
as specifically set forth in this Agreement, or the Closing Documents. 

	9.11 	
      Amendment



This Agreement may be amended, modified
or supplemented only by the written agreement of the Buyer and the Sellers. 

	9.12 	
      Variation and waiver



No variation of this Agreement shall be
effective unless it is in writing and signed in manuscript by the Parties (or
their authorised representatives) and no form of electronic signature or
electronic communication or exchange shall constitute compliance with this
requirement. 

	9.13 	
      Severability



If any provision, including any phrase,
sentence, clause, section or subsection, of this Agreement is determined by a
court of competent jurisdiction to be illegal, invalid, inoperative or
unenforceable for any reason, such circumstances shall not have the effect of
rendering such provision in question illegal, invalid, inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision contained herein illegal, invalid, inoperative or unenforceable to any
extent whatsoever. Upon any such determination, the Parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible. 

	9.14 	
      Agreement survives Closing



This Agreement (other than obligations
that have already been fully performed) remains in full force after Closing.





- 51 - 

	9.15 	
      Costs

	 	 
		
      Except as expressly provided in this Agreement, each
      Party shall pay its own costs and expenses incurred in connection with the
      negotiation, preparation and execution of this Agreement (and any
      documents referred to in it).

	 	 
	9.16 	
      Counterparts

	 	 
		
      This Agreement may be executed in any number of
      counterparts. Each executed counterpart will be deemed to be an original.
      All executed counterparts taken together will constitute one
    agreement.

	 	 
	9.17 	
      Facsimile Execution

	 	 
		
      To evidence the fact that a Party has executed this
      Agreement, such Party may send a copy of its executed counterpart to all
      other Parties by e-mail, in a Portable Document Format (PDF) file. That
      Party will be deemed to have executed this Agreement on the date it sent
      such e-mail. In such event, such sending Party shall forthwith deliver to
      the other Parties the counterpart of this Agreement originally executed by
      such Party.

	 	 
	9.18 	
      Independent Legal Advice

	 	 
		
      Each of the Parties hereby acknowledges and agrees that:
      (i) it has had an opportunity to obtain independent legal advice before
      entering into this Agreement; (ii) it fully understands the advantages and
      disadvantages of obtaining such independent legal advice; (iii) it
      understands the respective rights and obligations of the parties under,
      and the nature and consequences of, this Agreement; and (iv) it is signing
      this Agreement voluntarily.



TO WITNESS THEIR
AGREEMENT, the Parties have duly executed this Agreement. 




- 52 - 

Counterpart Signature: 

Signed at  on 16 October, 2017 

Impala Platinum Holdings Limited 

	/s/
      Nico Muller 	 
	Authorised and warranting that authority 	 
	 	 
	 	 
	 	 
	/s/
      Brenda Berlin 	 
	Authorised and warranting that authority 	 






- 53 - 

Counterpart Signature: 

Signed at Vancouver on 13 October, 2017 

Platinum Group Metals (RSA) Proprietary Limited 

	/s/ R. Michael
      Jones 	 
	Authorised and warranting that authority 	 
	 	 
	 	 
	 	 
	/s/ Frank R.
      Hallam 	 
	Authorised and warranting that authority 	 






- 54 - 

Counterpart Signature: 

Signed at Sandton on 16 October, 2017 

Tiger Gate Platinum (RF) Proprietary Limited 

	/s/ Amanda Collis
    	 
	Authorised and warranting that authority 	 
	  	 
	  	 
	  	 
	  	 
	Authorised and warranting that authority 	 






- 55 - 

Counterpart Signature: 

Signed at Tokyo, Japan on 13th of October, 2017 

Japan Oil, Gas and Metals National Corporation 

	/s/ Takafumi
      Tsujimoto 	 
	Authorised and warranting that authority 	 
	  	 
	  	 
	  	 
	  	 
	Authorised and warranting that authority 	 






- 56 - 

Counterpart Signature: 

Signed at Vancouver on October 13, 2017 

Waterberg JV Resources Proprietary Limited 

	/s/ R. Michael
      Jones 	 
	Authorised and warranting that authority 	 
	 	 
	 	 
	 	 
	/s/ Frank R.
      Hallam 	 
	Authorised and warranting that authority 	 






- 57 - 

SCHEDULES 

Schedule A 

FORM OF DEED OF ACCESSION UNDERTAKING

	To: 	Waterberg JV Resources (Pty) Ltd 
	 	[Insert Address] 
	 	 
	Attention: 	[Insert] 
	 	 
	And To: 	Impala Platinum Holdings Limited 
	 	[Insert Address] 
	 	 
	Attention: 	[Insert] 
	 	 
	And To: 	Platinum Group Metals (RSA) (Pty) Ltd 
	 	[Insert Address] 
	 	 
	Attention: 	[Insert] 
	 	 
	And To: 	Tiger Gate Platinum (Pty) Ltd 
	 	[Insert Address] 
	 	 
	Attention: 	[Insert] 
	 	 
	And To: 	Japan Oil, Gas and Metals National Corporation
    
	 	[Insert Address] 
	 	 
	Attention: 	[Insert] 
	 	 
	From: 	[Insert name of additional Shareholder]
      (the “Additional Shareholder”) 
	 	 
	Date: [Insert] 


Dear Sirs 
SHARE PURCHASE AGREEMENT DATED [INSERT] 2017
IN RESPECT OF THE SALE OF SHARES IN WATERBERG JV RESOURCES (PTY) LTD (the ”Share
Purchase Agreement”) 




- 58 - 

	1. 	
      We, [•] (“the Acceding Party”), refer to
      the Share Purchase Agreement. This is an Accession Undertaking as
      contemplated in the Share Purchase Agreement. Terms used in this Accession
      Undertaking shall have the same meaning as in the Share Purchase
      Agreement.

	 	 
	2. 	
      This Accession Undertaking is delivered to the
      Shareholders pursuant to clause 9.6(b) of the Share Purchase
    Agreement.

	 	 
	3. 	
      We hereby confirm and undertake to and in favour of the
      parties to the Share Purchase Agreement that, as from the date of
      acceptance of this Accession Undertaking by the parties to the Share
      Purchase Agreement, we shall:




	 	3.1 	
      become a party to the Share Purchase Agreement;

	 	 	 
	 	3.2 	
      observe and perform all of the obligations expressed in
      the Share Purchase Agreement to be assumed by a party to that
      Agreement;

	 	 	 
	 	3.3 	
      assume all of the obligations expressed in the Share
      Purchase Agreement which pertain specifically to the Shares we hold;
      and

	 	 	 
	 	3.4 	
      be bound by all of the provisions of the Share Purchase
      Agreement as if we had been an original party to the Share Purchase
      Agreement as a signatory.




	4. 	
      The Acceding Party confirms that it has been supplied
      with a copy of the Share Purchase Agreement.

	 	 
	5. 	
      This Accession Undertaking may be executed in any number
      of counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Accession
Undertaking.

	 	 
	6. 	
      This Accession Undertaking shall be governed by and
      construed in accordance with the laws of South
Africa.



Yours faithfully 
For and on behalf of 
[Insert Acceding
Party] 

	 	 
	Name: 	 
	Capacity: 	 
	Who warrants his authority hereto 	 






- 59 - 

Schedule B 

PROSPECTING RIGHTS 

	 	• 	
      “Prospecting Right 11013 (1265PR)” - the
      prospecting right granted to PTM RSA under and in terms of section 17 of
      the MPRDA, being prospecting right with MPT number 376/2009 (PR) and DMR
      reference number LP 30/5/1/1/2/1265 (PR), as amended / varied in terms of
      section 102 of the MPRDA, to prospect for platinum group metals, gold ore,
      chrome ore, nickel ore, copper ore, molybdenum ore, rare earths, silver
      ore, cobalt, zinc and lead over the farms Kirstenspruit 351 LR, Niet
      Mogelyk 371 LR, Bayswater 370 LR, Disseldorp 369 LR, Carlsruhue 390 LR and
      Ketting 368 LR, situated in the Magisterial / Administrative District of
      Polokwane, Limpopo Province, measuring 13714.6450 hectares in extent. On
      22 May 2013, the farm Goedetrouw 366 LR, measuring 1607.6406 hectares in
      extent, was added to Prospecting Right 1265 in terms of section 102 of the
      MPRDA under notarial amendment of prospecting right, protocol no 3 of
      2013, with the prospecting right now measuring 15 256.96 hectares in total
      extent, as renewed under notarial deed of renewal 11013 (PR); 

	 	  	
      

	 	• 	
      “Prospecting Right 10667” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with MPT number 153/2013 (PR) and DMR reference number
      LP 30/5/1/1/2/10667 (PR), to prospect for lead, copper ore, silver ore,
      nickel ore, rare earths, gold ore, cobalt, chrome ore, zinc ore,
      molybdenum ore and platinum group elements over the farms Groenepunt 354
      LR, Rosamond 357 LR and Millstream 358 LR, situated in the Magisterial /
      Administrative District of Blouberg, Limpopo Province, measuring 6254.80
      hectares in extent; 

	 	  	
      

	 	• 	
      “Prospecting Right 10668” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with MPT number 161/2013 (PR) and DMR reference number
      LP 30/5/1/1/2/10668 (PR), to prospect for lead, copper, silver, nickel,
      rare earths, gold, cobalt, chrome, zinc, molybdenum and platinum group
      metals over the farms Breda 373 LR, Duren 387 LR and Polen 389 LR,
      situated in the Magisterial / Administrative District of Mogalakwena,
      Limpopo Province, measuring 3 953.05 hectares in extent; 

	 	  	
      

	 	• 	
      “Prospecting Right 10804” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with DMR reference number LP 30/5/1/1/2/10804 (PR), to
      prospect for nickel ore, chrome ore, copper ore, gold ore, iron ore,
      vanadium ore and platinum group elements over Portion 1 of the farm
      Goedetrouw 366 LR, Portion 1 and the Remaining Extent of the farm Norma
      365 LR, Portion 2 and the Remaining Extent of the farm Uitkyk 394 LR,
      Schoongezicht 362 LR, Early Dawn 361 LR, Old Langsine 360 LR, Barenen 152
      LR, Langbryde 324 LR, Lomondside 323 LR, Ritterhouse 151 LS, Miltonduff
      322 LR, Terwieschen 77 LS, Brodie Hill 76 LS and Willhansshohe 78 LS,
      situated in the Magisterial / Administrative District of Mogalakwena,
      Limpopo Province, measuring 26 961.59 hectares in extent; 

	 	  	
      

	 	• 	
      “Prospecting Right 10805” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with MPT number 49/2015 (PR) and DMR reference number LP
      30/5/1/1/2/10805 (PR), to prospect for platinum group metals, gold ore,
      chrome ore, nickel ore, copper ore, iron ore and vanadium ore over the
      farms Blackhill 317 LR, Bognafuran 318 LR, Gallashiels 316 LR, Liepsig 264
      LR, Mont Blanc 328 LR, Nieuwe Jerusalem 327 LR, Sweet Home 315 LR and The
      Park 266 LR, situated in the Magisterial / Administrative District of
      Blouberg, Limpopo Province, measuring 17 734.80 hectares in extent;
  







- 60 - 

	 	• 	
      “Prospecting Right 10806” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with DMR reference number LP 30/5/1/1/2/10806 (PR), to
      prospect for platinum group metals on the Farms Berg-en-Dal 276 LR, La
      Rochelle 310 LR, Langlaagte 279 LR, Les Fontaines 271 LR, Normandy 312 LR,
      Silvermyn 311 LR, Springfields 268 LR and Windhoek 307 LR situated in the
      Magisterial District of Blouberg, Limpopo Province, measuring 13 143.53
      hectares in extent; 

	 	  	
       

	 	• 	
      “Prospecting Right 10809” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with DMR reference number LP 30/5/1/1/2/10809 (PR), to
      prospect for iron ore and vanadium ore over the farms Groenepunt 354 LR,
      and Millstream 358 LR, situated in the Magisterial / Administrative
      District of Blouberg, Limpopo Province, measuring 3676.59 hectares in
      extent; 

	 	  	
       

	 	• 	
      “Prospecting Right 10810” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with MPT number 163/2013 (PR) and DMR reference number
      LP 30/5/1/1/2/10810 (PR), to prospect for platinum group metals, gold ore,
      chrome ore, nickel ore, copper ore, iron ore and vanadium ore over the
      farms Udney 321 LR and Millbank 325 LR, situated in the Magisterial /
      Administrative District of Blouberg, Limpopo Province, measuring 4 189.86
      hectares in extent; and 

	 	  	
       

	 	• 	
      “Prospecting Right 11286” - the prospecting right
      granted to PTM RSA under and in terms of section 17 of the MPRDA, being
      prospecting right with DMR reference number LP 30/5/1/1/2/11286 (PR), to
      prospect for chrome, cobalt, copper, gold, iron, lead, molybdenum, nickel,
      platinum group metals, rare earths, silver, vanadium and zinc over the
      Remaining Extent and Portion 1 of the farm Buffelshoek 261 LR, the farm
      The Bul Bul 5 LS, the Remaining Extent and Portion 1 of the farm Inveraan
      262 LS, the farms Beauley 260 LR, Dantzig 3 LS, In-Der- Mark 7 LS, The
      Glade 2 LS, The Grange 257 LR, the Remaining Extent and Portion 1 of the
      farm Innes 6 LS and the farm Nairn 74 LS, situated in the Blouberg
      Magisterial area, Limpopo Province, measuring 19 912.44 hectares in
      extent. 







- 61 - 

Schedule C 

PURCHASE SHARES SCHEDULE 

	Seller 	Share Number 	Percentage of Equity in the
      Company 	Purchase Price 
	  	  	  	  
	PTM RSA 	18,848 	8.6% 	$17.2 million 
	  	  	  	  
	  	  	  	  
	JOGMEC or its 
nominee, Tiger Gate 	14,027 	6.4% 	$12.8 million 






- 62 - 

Schedule D 

COMPANY’S AUTHORISED AND ISSUED SECURITIES 

Authorised Securities 

	Ordinary Shares 	1 000 000 
	 	 
	Issued Securities 	  
	 	 
	Ordinary Shares 	219167 






- 63 - 

Schedule E 

OWNERS (INCLUDING BENEFICIAL OWNERS) OF SHARES


	Owner or Beneficial Owner 	Number of Shares 	Percentage of Shares 
	  	  	  
	  	  	  
	PTM RSA 	100050 	45.65% 
	  	  	  
	  	  	  
	Tiger Gate (for and on 
behalf of JOGMEC) 	62134 	28.35% 
	  	  	  
	Mnombo Wethu 
Consultants (Pty) Ltd 	56983 	26% 






- 64 - 

Schedule F 

LICENSES NECESSARY FOR OWNERSHIP AND USE OF
ASSETS 

	 	1. 	
      Prospecting Rights

	 	2. 	
      Approved Prospecting Works Programmes

	 	3. 	
      Approved Environmental Authorisations

	 	4. 	
      Approved Financial Provisions for rehabilitation of the
      Property Area







- 65 - 

Schedule G 

COMPANY’S CONTRACTS 

	 	1. 	
      A Surface Lease Agreement concluded between PTM RSA and
      various owners each holding a 3.33% share of the farm Ketting 368 LR. The
      Surface Lease Agreement makes provision for the Prospecting Right 11013
      (1265PR) over the farm Ketting 368LR to be assigned to the Company. Upon
      the cession of the Prospecting Right 11013 (1265PR), the PTM RSA shall be
      entitled, to assign all its rights and obligations under the Surface Lease
      Agreement to the Company. PTM RSA shall transfer or procure the transfer
      of the Surface Lease Agreement to the Company as soon as practicable after
      the Signature Date.







- 66 - 

Schedule H 

DISCLOSURES WITH RESPECT TO PROSPECTING RIGHTS


As to the Prospecting Rights: 

	 	1. 	
      On 7 August 2013 the Department of Mineral Resources
      issued an instruction in terms of section 93 of the MPRDA regarding a
      compliance inspection conducted on the farms Niet Mogelykk 371 LR,
      Kirstenspruit 351 LR, Bayswater 370 LR, Disseldorp 369 LR and Carlsruhe
      390 LR in relation to Prospecting Right 11013PR (1265), which raised
      concerns about the unauthorised drilling of boreholes. The non-compliance
      was addressed by PTM RSA. No further action has been taken by the
      Department of Mineral Resources.

	 	 	 
	 	2. 	
      The prospecting fees have been paid and are up to
      date.







- 67 - 

Schedule I 

COMPANY’S INSURANCE 




- 68 -