Agreement with Tanami Gold NL (Australia) dated May 9, 2006


    

      


      Exhibit
        4.3

       

       

       

      Agreement
        for Sale and Purchase 

      


      of
        the 

      


      Brocks
        Creek Gold Plant

      


      


       

      


      


      


       

      Tanami
        Gold NL 

       

      ABN
        51 000 617 176 

      


      and

      


      Goldbelt
        Resources (West Africa) SARL

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      File
        Ref: C:Agreements/

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      CONTENTS
        

       

      

        
          	
                  1.

                	
                  INTERPRETATION

                	
                  1

                
	
                  1.1

                	
                  Definitions

                	
                  1

                
	
                  1.2

                	
                  Rules
                    for interpreting this Agreement

                	
                  3

                
	
                  1.3

                	
                  Business
                    Days

                	
                  4

                
	 	 	 
	
                  2.

                	
                  AGREEMENT
                    TO SELL AND BUY THE SALE PROPERTY

                	
                  4

                
	
                  2.1

                	
                  Sale
                    and Purchase

                	
                  4

                
	
                  2.2

                	
                  Payment
                    of Purchase Price

                	
                  4

                
	
                  2.3

                	
                  Title,
                    property and risk

                	
                  5

                
	 	 	 
	
                  3.

                	
                  STATE
                    OF SALE PROPERTY

                	
                  5

                
	
                  3.1

                	
                  Sold
                    as is

                	
                  5

                
	
                  3.2

                	
                  Warranty
                    by Vendor

                	
                  5

                
	
                  3.3

                	
                  No
                    implied warranties

                	
                  6

                
	
                  3.4

                	
                  Acknowledgment
                    by Purchaser

                	
                  6

                
	
                  3.5

                	
                  No
                    reliance by Purchaser

                	
                  7

                
	
                  3.6

                	
                  Acknowledgment
                    by Purchaser

                	
                  7

                
	 	 	 
	
                  4.
                    

                	
                  REMOVAL
                    OF SALE PROPERTY

                	
                  8

                
	
                  4.1
                    

                	
                  Acknowledgement
                    by Purchaser

                	
                  8

                
	
                  4.2
                    

                	
                  Access
                    to the Mine before Removal Date

                	
                  8

                
	
                  4.3

                	
                  Method
                    and timing of Removal

                	
                  8

                
	 	 	 
	
                  5.

                	
                  LIABILITY
                    AND INDEMNITY

                	
                  9

                
	
                  5.1

                	
                  Indemnity

                	
                  9

                
	
                  5.2

                	
                  Vendor
                    not liable

                	
                  10

                
	
                  5.3

                	
                  No
                    entitlement for Purchaser to Claim

                	
                  11

                
	 	 	 
	
                  6.
                    

                	
                  INSURANCE

                	
                  11

                
	 	 	 
	
                  7.

                	
                  DEFAULT

                	
                  12

                
	
                  7.1

                	
                  Failure
                    to pay Purchase Price or remove Sale Property

                	
                  12

                
	 	 	 
	
                  8.

                	
                  APPROVALS

                	
                  13

                
	 	 	 
	
                  9.
                    

                	
                  GOODS
                    AND SERVICES TAX

                	
                  13

                
	
                  9.1
                    

                	
                  Definitions

                	
                  13

                
	
                  9.2

                	
                  Interpretation

                	
                  13

                
	
                  9.3

                	
                  GST
                    Exclusive Amounts

                	
                  13

                
	
                  9.4

                	
                  Payment
                    of GST

                	
                  13

                
	
                  9.5
                    

                	
                  Reimbursements

                	
                  14

                


        

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  10.
                    

                	
                  NOTICES

                	
                  14

                
	
                  10.1
                    

                	
                  How
                    to give a notice

                	
                  14

                
	
                  10.2
                    

                	
                  When
                    a notice is given

                	
                  14

                
	
                  10.3
                    

                	
                  Address
                    for notices

                	
                  15

                
	 	 	 
	
                  11.
                    

                	
                  GENERAL

                	
                  15

                
	
                  11.1
                    

                	
                  Force
                    Majeure

                	
                  15

                
	
                  11.2
                    

                	
                  Governing
                    law

                	
                  15

                
	
                  11.3
                    

                	
                  Liability
                    for expenses

                	
                  15

                
	
                  11.4
                    

                	
                  Giving
                    effect to this Agreement

                	
                  16

                
	
                  11.5
                    

                	
                  Waiver
                    of rights

                	
                  16

                
	
                  11.6
                    

                	
                  Operation
                    of this Agreement

                	
                  16

                
	
                  11.7
                    

                	
                  Operation
                    of indemnities

                	
                  16

                
	
                  11.8
                    

                	
                  Consents

                	
                  16

                
	
                  11.9

                	
                  Inconsistency
                    with other documents

                	
                  17

                
	
                  11.10
                    

                	
                  Time
                    is of the essence

                	
                  17

                
	
                  11.11
                    

                	
                  Counterparts

                	
                  17

                
	
                  11.12
                    

                	
                  Attorneys

                	
                  17

                


        



        
          	
                  SCHEDULE
                    1 - SITE ENTRY CONDITIONS

                	
                  19

                
	 	 
	
                  SCHEDULE
                    2 - ENVIRONMENTAL REQUIREMENTS

                	
                  21

                
	 	 
	
                  SCHEDULE
                    3 - CLEANUP REQUIREMENTS

                	
                  23

                
	 	 
	
                  SCHEDULE
                    4 - SALE PROPERTY

                	
                  24

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      



       

      AGREEMENT
        FOR SALE AND PURCHASE OF THE 

       

      BROCKS
        CREEK GOLD PLANT 

       

      


       

      DATE 
        October 2006.

       

      PARTIES
        

      


      Tanami
        Gold NL ABN
        51 000 617 176 (the Vendor)
        

       

      Goldbelt
        Resources (West Africa) SARL
        (the Purchaser)
        

       

      


       

      RECITALS
        

       

      A. The
        Vendor is the owner of the Sale Property. 

       

      B. The
        Purchaser on 29 September 2006 exercised an exclusive option to purchase
        the
        Sale Property.

       

      C. The
        Vendor wishes to sell to the Purchaser, and the Purchaser wishes to buy from
        the
        Vendor, the Sale Property on the terms and conditions set out in this Agreement.
        

      


       

      OPERATIVE
        PROVISIONS 

       

      1. INTERPRETATION 

       

       

      1.1    Definitions 

       

       

      The
        following definitions apply in this Agreement. 

       

      Agreement
        means this agreement. 

       

      Agreement
        Date
        means the date of execution of this Agreement. 

       

      Brocks
        Creek means
        the Brocks Creek Mine located on mining lease MLN1139 near Adelaide River,
        Northern Territory.

       

      Business
        Day
        means any day other than Saturday, Sunday or public holiday in Perth, Western
        Australia. 

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      Claim
        means, in relation to any person or corporation, a claim, action, proceeding
        or
        Loss incurred by or to be made or recovered by or against the person or
        corporation, however arising or whether present, unascertained, immediate,
        future or contingent and includes, without limitation, a claim for compensation.
        

       

      Cleanup
        Requirements
        means the requirements set out in Schedule 3. 

       

      Corporations
        Act
        means the Corporations
        Act 2001
        (Cth). 

       

      Encumbrance
        means any mortgage, charge, lien, writ, caveat or other encumbrance or third
        party interest of any nature. 

       

      Environmental Requirements
        means the requirements set out in Schedule 2. 

      


      Force
        Majeure Event
        any occurrence or omission as a direct or indirect result of which the party
        relying on it is prevented from or delayed in performing any of its obligations
        (other than a payment obligation) under this agreement and that is beyond
        the
        reasonable control of that party.

       

      Government
        Agency
        means: 

       

      
        	 	
                (a)

              	
                a
                  government or government department or other body;
                  

              


      

       

      
        	 	
                (b)

              	
                a
                  governmental, semi-governmental or judicial person; or
                  

              


      

       

      
        	 	
                (c)

              	
                a
                  person (whether autonomous or not) who is charged with the administration
                  of a law. 

              


      

       

      GST
        means the same as in the GST Law, and any applicable additional tax, penalty
        tax, fine, interest or other charge. 

       

      GST
        Law
        means the same as "GST law" means in A
        New Tax System (Goods and Services Tax) Act 1999
        (Cth). 

       

      Immediately
        Available Funds
        means cash or bank cheque. 

       

      Law
        means any legally binding law, legislation, statute, act, rule, order or
        regulation which is enacted, issued or promulgated by the State of Western
        Australia, Northern Territory, the Commonwealth of Australia or any relevant
        local authority. 

       

      Loss
        means any damage, cost, expense or liability incurred by the person concerned,
        however it arises and whether it is present or future, fixed or unascertained,
        actual or contingent. 

       

      Mine
        means the Brocks Creek Mine located on mining lease MLN1139 near Adelaide
        River.


       

      Mine Site
        Owner means
        the current owner or occupier of the Brocks Creek Mine.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Object
        means to make any Claim against the Vendor, raise any objection or requisition
        or withhold any payment required under this Agreement, rescind or terminate
        this
        Agreement. 

       

      Personnel
        means, as relevant, the officers, employees, agents, servants, contractors,
        subcontractors and licensees of a party. 

       

      Purchase
        Price
        means $2,000,000 (exclusive of GST). 

       

      Removal
        means the dismantling and removal of the Sale Property from the Mine, including
        the Cleanup Requirements. 

       

      Removal
        Date
        means 30 November 2006 or such later date agreed to by Mine Site Owner.


       

      Sale
        Property
        means the items listed in Schedule 4. 

       

      Site
        Entry Conditions
        means the conditions contained in Schedule 1. 

       

      Work
        Plan
        has the meaning set out in clause 4.2(b)(ii). 

       

      1.2    Rules
        for interpreting this Agreement 

       

       

      Headings
        are for convenience only, and do not affect interpretation. The following
        rules
        also apply in interpreting this Agreement, except where the context makes
        it
        clear that a rule is not intended to apply. 

       

       

         

        
          	
                  (a)

                	
                  A
                    reference to: 

                


        

      

       

      
        	 	
                (i)

              	
                legislation
                  (including subordinate legislation) is to that legislation as amended,
                  re-enacted or replaced, and includes any subordinate legislation
                  issued
                  under it; 

              


      

       

      
        	 	
                (ii)

              	
                a
                  document or agreement, or a provision of a document or agreement,
                  is to
                  that document, agreement or provision as amended, supplemented,
                  replaced
                  or novated; 

              


      

       

      
        	 	
                (iii)

              	
                a
                  party to this Agreement or to any other document or agreement includes
                  a
                  permitted substitute or a permitted assign of that party;
                  

              


      

       

      
        	 	
                (iv)

              	
                a
                  person includes any type of entity or body of persons, whether
                  or not it
                  is incorporated or has a separate legal identity, and any executor,
                  administrator or successor in law of the person; and
                  

              


      

      
         

        
          	 	
                  (v)

                	
                  anything
                    (including a right, obligation or concept) includes each part
                    of it.
                    

                


        

         

      

      
         

        
          	
                  (b)

                	
                  A
                    singular word includes the plural, and vice versa.
                    

                


        

         

        
          	
                  (c)

                	
                  A
                    word which suggests one gender includes the other genders.
                    

                


        

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

         

        
          	
                  (d)

                	
                  If
                    a word is defined, another part of speech has a corresponding
                    meaning.
                    

                


        

         

      

      
        	
                (e)

              	
                If
                  an example is given of anything (including a right, obligation
                  or
                  concept), such as by saying it includes something else, the example
                  does
                  not limit the scope of that thing. 

              


      

       

      
        	
                (f)

              	
                The
                  word agreement
                  includes an undertaking or other binding arrangement or understanding,
                  whether or not in writing. 

              


      

       

      
        	
                (g)

              	
                The
                  words subsidiary,
                  holding
                  company
                  and related
                  body corporate
                  have the same meanings as in the Corporations Act.
                  

              


      

       

      
        	
                (h)

              	
                A
                  reference to "dollars" or "$" is to an amount in Australian currency.
                  

              


      

       

      
        	
                (i)

              	
                Unless
                  otherwise provided, the provisions contained in this Agreement
                  shall
                  prevail over the provisions contained in the Schedules to this
                  Agreement,
                  to the extent of any inconsistency.


              


      

       

      1.3    Business
        Days 

       

      If
        the day on or by which a person must do something under this Agreement is
        not a
        Business Day: 

       

      
        	
                (a)

              	
                if
                  the act involves a payment that is due on demand, the person must
                  do it on
                  or by the next Business Day; and 

              


      

       

      
        	
                (b)

              	
                in
                  any other case, the person must do it on or by the previous Business
                  Day.
                  

              


      

       

      2. AGREEMENT
        TO SELL AND BUY THE SALE PROPERTY 

       

       

      2.1    Sale
        and Purchase 

       

       

      The
        Vendor agrees to sell to the Purchaser and the Purchaser agrees to buy from
        the
        Vendor the Sale Property free from any Encumbrance, for the Purchase Price
        and
        otherwise on the terms and conditions of this Agreement. 

       

      2.2    Payment
        of Purchase Price 

       

      The
        Purchase Price must be paid by the Purchaser to the Vendor (or as the Vendor
        may
        direct by notice to the Purchaser) as follows:

      


      
        	
                (a)

              	
                The
                  sum of $200,000 which has been paid by the Purchaser to the Vendor
                  on or
                  about 10 May 2006 as a non-refundable deposit, receipt of which
                  is hereby
                  acknowledged by the Vendor.

              


      

      


      
        	
                (b)

              	
                The
                  sum of $1,000,000 plus GST on no later than 4.00pm WST on Tuesday,
                  31
                  October 2006 or the date upon which the Purchaser commences removal
                  of the
                  Sale Property whichever is the earlier, receipt of which is acknowledged
                  by the Vendor.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                (c)

              	
                The
                  sum of $500,000 plus GST by no later than 4.00pm WST on Thursday,
                  30
                  November 2006.

              


      

      


      
        	
                (d)

              	
                A
                  final payment of $300,000 plus GST ("Final Payment") by no later
                  than
                  4.00pm WST on Friday, 29 December 2006 provided that in the event
                  that the
                  Purchaser has not fully complied with its obligations in terms
                  of clause 4
                  of this Agreement, the Final Payment shall be made not later than
                  4.00pm
                  WST on Thursday, 30 November 2006, and shall be increased by an
                  additional
                  payment of $200,000 ("Additional Payment") to be retained by the
                  Vendor to
                  meet such expenditure and costs which may be incurred by the Vendor
                  for
                  the reasonable Removal and Cleanup Requirements in terms of this
                  Agreement. Any portion of the Additional Payment not utilised by
                  the
                  Vendor for the reasonable Removal and Cleanup Requirements shall
                  be
                  returned to the Purchaser as soon as reasonably possible
                  thereafter.

              


      

      


      Provided
        that payments stated to be due pursuant to Section 2.2 of the Agreement on
        Thursday, 30 November 2006 may be made prior to 5:00 pm EST on Thursday,
        30
        November 2006 by way of wire transfer of such funds in trust to the solicitors
        for the Purchaser provided that such funds will be forwarded to the Vendor
        by
        the Purchaser forthwith upon execution of the Agreement.

       

      2.3    Title,
        property and risk 

       

      
        	
                (a)

              	
                The
                  Sale Property is at the Purchaser's sole risk on and from 29 September
                  2006 (“Commitment Date”).

              


      

       

      
        	
                (b)

              	
                From
                  the Commitment Date, the Vendor has no responsibility for deterioration
                  of
                  the condition and/or security of the Sale Property.
                  

              


      

       

      
        	
                (c)

              	
                The
                  title to and property in the Sale Property passes to the Purchaser
                  on and
                  from the date of receipt by the Vendor of the whole of the Purchase
                  Price
                  as specified in clauses 2.

              


      

      


       

      3. STATE
        OF SALE PROPERTY 

       

      3.1    Sold
        as is 

       

      
        	
                (a)

              	
                The
                  Sale Property is sold in an "as is, where is" condition - that
                  is, in its
                  existing location, state of repair and condition, with all faults
                  or
                  defects (if any) whether or not apparent.


              


      

       

      
        	
                (b)

              	
                The
                  sale and purchase of the Sale Property will not be invalidated
                  because of:
                  

              


      

       

      
         

        
          	 	
                  (i)

                	
                  any
                    defect or faults in any of the items of the Sale Property;
                    

                


        

      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
         

         

      

       

      
        
          	 	
                  (ii)

                	
                  any
                    misdescription.

                


        

      

       

      3.2    Warranty
        by Vendor 

       

       

      
        	
                (a)

              	
                The
                  Vendor warrants that, as at the Agreement Date and the date of
                  payment of
                  the Purchase Price under clauses 2.2:


              


      

       

      
        
          
            	 	
                    (i)

                  	
                    any
                      misdescription.it is the owner of the Sale
                      Property;

                  


          

        

      

       

      
        
          
            
              	 	
                      (ii)

                    	
                      the
                        Sale Property is free from any Encumbrance; and


                    


            

          

        

      

       

      
        
          
            
              	 	
                      (iii)

                    	
                      the
                        Vendor has the full corporate power and authority to execute
                        and deliver
                        this Agreement and to perform its obligations under this
                        Agreement.
                        

                    


            

          

        

         

        
          
            
              
                	 	
                        (iv)

                      	
                        the
                          Vendor has notified the Purchaser of faults or defects
                          of the Sale
                          Property, of which the Vendor is
                          aware.

                      


              

            

          

        

         

        
          
            
              	 	
                      (v)

                    	
                      the
                        sale of the Sale Property will not result in any default
                        or breach under
                        any applicable law, or the Vendor’s constating documents or any agreement
                        to which the Vendor is a
                        party.

                    


            

          

        

         

      

      
        	
                (b)

              	
                Other
                  than as set out above, the Vendor does not make any express or
                  implied
                  warranty or representation, including (without limitation) concerning
                  the
                  following: 

              


      

       

      
         

        
          
            
              	 	
                      (i)

                    	
                      the
                        state of repair or maintenance or serviceability of the Sale
                        Property;
                        

                    


            

          

        

         

        
          
            
              
                	 	
                        (ii)

                      	
                        quality,
                          fitness or suitability for any purpose of the Sale Property;
                          

                      


              

            

          

        

         

      

      
        
          
            
              	 	
                      (iii)

                    	
                      the
                        safety of the Sale Property; or


                    


            

          

        

         

        
          
            
              
                	 	
                        (iv)

                      	
                        compliance
                          with any Law or the requirements of any Government Agency
                          relating to or
                          to the use or operation of the Sale Property including
                          (without
                          limitation) the existence of any licence or permit or the
                          ability to
                          obtain any licence or permit.


                      


              

            

          

        

         

      

      
        
          	
                  (c)

                	
                  The
                    Vendor acknowledges that the Purchaser is relying upon the warranties
                    set
                    out in this Section 3.2 in entering into this Agreement and performing
                    its
                    obligations hereunder.

                


        

         

      

      3.3    No
        implied warranties 

       

      Any
        implied warranty or condition, whether statutory or otherwise and whether
        as to
        quality, state, condition, fitness for any particular purpose or as to any
        other
        matter or thing whatsoever is excluded from this Agreement so far to the
        extent
        possible at Law. 

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      3.4    Acknowledgment
        by Purchaser 

       

      The
        Purchaser acknowledges and warrants that as at the Commitment Date
        it:

       

      
        	
                (a)

              	
                has
                  been given an opportunity to inspect the Sale Property and to conduct
                  its
                  own inquiries concerning the Sale Property before entering into
                  this
                  Agreement; 

              


      

       

      
        	
                (b)

              	
                has
                  inspected the Sale Property and relies on that inspection;
                  

              


      

       

      
        	
                (c)

              	
                is
                  satisfied that the Sale Property is at the Mine;
                  

              


      

       

      
        	
                (d)

              	
                accepts
                  any liabilities, obligations, requisitions, directions, recommendations
                  and notices regarding the Sale Property incurred after the Execution
                  Date,
                  other than those made by the Vendor without the prior written consent
                  of
                  the Purchaser, and 

              


      

       

      
        	
                (e)

              	
                has
                  the full corporate power and authority to execute and deliver this
                  Agreement and to perform its obligations under this Agreement.
                  

              


      

      


       

      3.5    No
        reliance by Purchaser 

       

      Without
        limiting any other exclusion or limitation of liability of the Vendor, the
        Purchaser acknowledges, agrees and warrants that, except as set out in this
        Agreement: 

       

      
        
          	
                  (a)

                	
                  is
                    satisfied as to the nature, quality and condition of the Sale
                    Property;
                    

                


        

         

      

      
        	
                (b)

              	
                in
                  entering into this Agreement, it has not relied on any express
                  or implied
                  statement, representation or warranty, or any other conduct, made
                  by or on
                  behalf of the Vendor or the Vendor's Personnel as to:
                  

              


      

       

      
        
          
            
              
                	 	
                        (i)

                      	
                        the
                          Sale Property; 

                      


              

            

          

           

          
            
              
                
                  	 	
                          (ii)

                        	
                          any
                            potential for the Purchaser to obtain a benefit from
                            the purchase of the
                            Sale Property;

                        


                

              

            

          

           

        

        
          
            
              
                	 	
                        (iii)

                      	
                        the
                          viability, profitability, condition, state of repair, fitness
                          or
                          suitability for any use or purpose of the Sale Property;
                          

                      


              

            

          

           

          
            
              
                
                  	 	
                          (iv)

                        	
                          any
                            engineering, development concept or other plans in relation
                            to the Sale
                            Property or the compliance of the Sale Property with
                            those plans; and
                            

                        


                

              

            

          

        

      

      
      

       

      
        	
                (c)

              	
                it
                  has relied upon its own enquiries relating to and inspection of
                  the Sale
                  Property; 

              


      

       

      
        	
                (d)

              	
                it
                  has formed its own view and relied on its own assessment of the
                  prospects
                  of, and procedure for, the Removal;


              


      

       

      
        	
                (e)

              	
                it
                  accepts the Sale Property in its present condition and state of
                  repair and
                  subject to all defects (if any) whether latent or patent and entirely
                  at
                  its own risk including (without limitation) risk in respect of
                  any damage,
                  dilapidation or breakdown of any nature that may occur prior to
                  the
                  Commitment Date;
                  and 

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                (f)

              	
                it
                  has not relied upon the skill or judgment of the Vendor in any
                  way.
                  

              


      

       

      3.6    Acknowledgment
        by Purchaser 

       

      The
        Purchaser acknowledges that the Vendor would not have entered into this
        Agreement but for the acknowledgment contained in clauses 3.4 and 3.5.


       

      4.
         REMOVAL
        OF SALE PROPERTY

       

      4.1     Acknowledgement
        by Purchaser

       

      The
        Purchaser acknowledges that the Vendor is not the Mine Site Owner of the
        Mine
        where the Sale Property is located.

       

      In
        the event that the Mine Site Owner continues as the Registered Manager for
        the
        Brocks Creek plant site area, the Purchaser acknowledges that all issues
        relating to site access and work conditions for the plant dismantling activities
        will be under the direction of the Mine Site Owner. 

       

      4.2     Access
        to the Mine before Removal Date 

       

      The
        Purchaser further acknowledges that:

       

      
        	
                (a)

              	
                Access
                  to the Mine for removal of Sale Property will be co-ordinated with
                  the
                  Mine Site Owner. 

              


      

       

      
        	
                (b)

              	
                In
                  advance of any of its Personnel entering the Mine, provide the
                  Mine Site
                  Owner with: 

              


      

      
         

        
          
            
              
                
                  	 	
                          (i)

                        	
                          a
                            full list of the names and details of all of its Personnel
                            who will be
                            entering the Mine in order to conduct the Removal; and
                            

                        


                

              

            

             

            
              
                
                  
                    	 	
                            (ii)

                          	
                            a
                              detailed work plan regarding the Removal (Work Plan).
                              

                          


                  

                

              

            

          

        

      

      
      

       

      
        	
                (c)

              	
                The
                  Mine Site Owner may refuse the Purchaser’s Personnel access to the Mine if
                  the Purchaser’s Personnel do not reasonably comply with the Site Entry
                  Conditions (as listed in Schedule 1).


              


      

       

      4.3    Method
        and timing of Removal 

       

      
        	
                (a)

              	
                The
                  Purchaser will provide the Vendor and the Mine Site Owner with
                  the name
                  and contact details of its authorised representative who shall
                  be
                  responsible for arranging and managing the Removal.
                  

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
        	
                (b)
                  

              	
                The
                  Purchaser bears the risk and expense of the Removal.
                  

              


      

       

      
        	
                (c)
                  

              	
                The
                  Removal will be conducted in accordance with the Cleanup Requirements
                  (as
                  listed in Schedule 3). 

              


      

       

      
        	
                (d)
                  

              	
                The
                  Purchaser acknowledges that the Mine Site Owner may at any time
                  and at its
                  discretion, with seven (7) days prior notice in writing to the
                  Purchaser,
                  withdraw its care and maintenance Personnel from the Mine.
                  

              


      

       

      
        	
                (e)
                  

              	
                The
                  Purchaser will, in the course of the Removal, comply with all reasonable
                  directions of the representatives of the Mine which directions
                  may include
                  a reasonable program for orderly progress of the Removal.
                  

              


      

       

      
        	
                (f)
                  

              	
                The
                  Purchaser will comply, and cause its Personnel to comply, with
                  the Site
                  Entry Conditions and the Environmental Requirements of the Mine
                  Site Owner
                  

              


      

       

      
        	
                (g)
                  

              	
                Despite
                  anything in the Site Entry Conditions to the contrary, the Purchaser
                  will
                  endeavour to: 

              


      

      
        
           

          
            
              
                
                  
                    	 	
                            (i)

                          	
                            finalise
                              the Removal of the Sale Property from the Mine on or
                              before the Removal
                              Date; and 

                          


                  

                

              

               

              
                
                  
                    
                      	 	
                              (ii)

                            	
                              within
                                5 Business Days of the Removal, provide a notice
                                in writing to the Vendor
                                and the Mine Site Owner that the Purchaser has completed
                                the Removal.
                                

                            


                    

                  

                

              

            

          

        

        
        

      

      
      

       

      
        	
                (h)
                  

              	
                The
                  Purchaser will coordinate with the Mine Site Owner, prior to any
                  removal
                  activity, the rerouting of the incoming electrical feed, such that
                  the
                  Mine Site Owner’s administration facility and workshops are supplied with
                  electrical power directly from the grid. Further to this, any electrical
                  components which form part of the Sale Property, is to be removed
                  in a
                  professional and workmanlike manner which ensures that the other
                  plant and
                  equipment situated at the Mine and the Mine site itself is left
                  in a safe
                  state and hazard-free condition 

              


      

       

      
        	
                (i)

              	
                The
                  Purchaser must ensure that after the Removal:


              


      

       

      
        
          
            
              
                
                  	 	
                          (i)

                        	
                          the
                            area upon which the Sale Property was situated;


                        


                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    	 	
                            (ii)

                          	
                            the
                              area upon which the Sale Property was dismantled; and
                              

                          


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    	 	
                            (iii)

                          	
                            any
                              areas immediately adjacent to these specified areas,
                              

                          


                  

                

              

            

          

        

      

       

      are
        left in a safe, clean and tidy state and hazard-free condition to the extent
        that any such contrary condition results from the Purchaser's maintenance
        of the
        Sale Property and its removal by the Purchaser or its Personnel. 

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        	
                (j)
                  

              	
                Without
                  limiting the generality of clauses 4.3(h) and 4.3(i), the Purchaser
                  must
                  remove and/or make safe any structures which are ancillary to or
                  associated with the Sale Property and whether previously required
                  to
                  support the Sale Property or otherwise.


              


      

       

      
        	
                (k)

              	
                The
                  Purchaser must ensure, and cause its Personnel to ensure, that
                  any damage
                  done to the Mine and the Mine Site Owner’s structures and infrastructure
                  as a result of the Purchaser's or its Personnel's activity (including,
                  but
                  not limited to, roads and overhead power lines) is rectified at
                  the
                  Purchaser’s cost.

              


      

      


       

      5. LIABILITY
        AND INDEMNITY 

       

      5.1    Indemnity 

       

      
        	
                (a)
                  

              	
                The
                  Purchaser will indemnify the Vendor against any Claim or Loss suffered
                  or
                  incurred by the Vendor (including Claims made against the Vendor
                  by third
                  parties) in relation to: 

              


      

       

      
         

        
          
            
              
                
                  
                    	 	
                            (i)

                          	
                            a
                              failure by the Purchaser to comply with its obligations
                              under this
                              Agreement; and


                          


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	
                              (ii)

                            	
                              any
                                damage caused to the Mine or any property at the
                                Mine due to the
                                dismantling or removal of the Sale Property by the
                                Purchaser or by any
                                third party.


                            


                    

                  

                

              

            

          

           

          
            
              
                
                  
                    
                      	 	
                              (iii)

                            	
                              claims
                                by any person against the Vendor in respect of personal
                                injury or death or
                                loss of or damage to any property due to the dismantling
                                or removal of the
                                Sale Property by the Purchaser or by any third
                                party.

                            


                    

                  

                

              

            

          

        

         

      

      
        	
                (b)

              	
                Any
                  action by the Vendor against the Purchaser for any Claim or Loss
                  suffered
                  or incurred by the Vendor (including Claims made against the Vendor
                  by
                  third parties) must be notified in writing on or before the date
                  being 3
                  years after the Agreement Date. 

              


      

       

      
        	
                (d)

              	
                Notwithstanding
                  anything to the contrary in this Agreement, the Purchaser will
                  not be
                  responsible for and shall have no liability for any clean-up,
                  decontamination, remedial action or making good under any environmental
                  legislation in relation to the Mine (including the area referred
                  to in
                  clause 4.3(i)): 

              


      

       

      
         

        
          
            
              
                
                  
                    	 	
                            (i)

                          	
                            existing
                              before the Commitment Date; or


                          


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	
                              (ii)

                            	
                              except
                                to the extent specifically set out in the Cleanup
                                Requirements as listed
                                in Schedule 3.


                            


                    

                  

                

              

            

          

           

           

          
            
               

            

            
              10

              
                

              

            

            
               

            

          

           

          
            
              
                
                  
                    
                      	 	
                              (iii)

                            	
                              resulting
                                from the act or omissions of third parties not acting
                                on behalf of the
                                Purchaser.

                            


                    

                  

                

              

            

          

        

      

       

      5.2    Vendor
        not liable 

       

      The
        Vendor is not liable for any Claim or Loss (whether direct or consequential)
        of
        any kind whatsoever: 

       

      
        	
                (a)

              	
                that
                  is directly or indirectly caused by:


              


      

       

      
        
          
            
              
                
                  
                    	 	
                            (i)

                          	
                            the
                              Sale Property or any inadequacy for any purpose or
                              any defect in it or the
                              use of such Sale Property by the Purchaser;


                          


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	
                              (ii)

                            	
                              the
                                performance (or any lack thereof) in respect of the
                                Sale Property or any
                                part of it; or


                            


                    

                  

                

              

            

          

           

        

      

      
        	
                (b)

              	
                in
                  relation to any repairs, servicing, maintenance or adjustments
                  to the Sale
                  Property or in relation to any delay in providing the same or in
                  relation
                  to any interruption to or loss of use of the Sale Property by the
                  Purchaser for any reason; and 

              


      

       

      
        	
                (c)

              	
                in
                  relation to the state of repair or condition of or any other matter
                  concerning the Sale Property, unless as a result of damage to the
                  Sale
                  Property resulting from the Vendor's or Vendors Personnel's negligence
                  or
                  misconduct. 

              


      

      


       

      5.3    No
        entitlement for Purchaser to Claim 

       

      Subject
        to clause 3.2 hereof, the Purchaser shall not Object in respect of:


       

      
        	
                (a)

              	
                any
                  error, misstatement or omission in the description or particulars
                  of the
                  Sale Property; 

              


      

       

      
        	
                (b)

              	
                any
                  liability, obligation, requisition, direction, recommendation or
                  notice
                  relating to the Sale Property; 

              


      

       

      
        	
                (d)

              	
                any
                  matter upon which, in this Agreement:


              


      

       

      
         

        
          
            
              
                
                  
                    	 	
                            (i)

                          	
                            the
                              Vendor gives no warranty;


                          


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	
                              (ii)

                            	
                              the
                                Purchaser states that it has not relied, including
                                any statement,
                                representation or warranty; or


                            


                    

                  

                

              

            

          

        

      

      
      

       

      
        	
                (e)

              	
                anything
                  to do with the Sale Property that is specified in clause 3 as a
                  matter
                  that the Purchaser acknowledges or provides a warranty in relation
                  to.
                  

              


      

      


       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      6.
         INSURANCE

       

       

      
        	
                (a)
                  

              	
                The
                  Purchaser shall, and shall procure that any third party contractors
                  engaged to perform the Removal do, obtain, maintain and pay for
                  the
                  following insurances: 

              


      

       

      
        
          
            
              
                
                  
                    	 	
                            (i)

                          	
                            Workers'
                              Compensation Insurance including common law cover which
                              shall comply with
                              the laws for the time being in force in the Northern
                              Territory of
                              Australia;


                          


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	
                              (ii)

                            	
                              Comprehensive
                                General Public Liability (Bodily Injury and Property
                                Damage) Insurance
                                with the Vendor named in the schedule for their respective
                                rights and
                                interests as Principal. The limit of such insurance
                                shall not be less than
                                $5,000,000.


                            


                    

                  

                

              

            

          

        

      

      
      

       

      
        	
                (b)

              	
                Upon
                  request by the Vendor or the Mine Site Owner from time to time
                  the
                  Purchaser will provide to the Vendor or the Mine Site Owner copies
                  of the
                  insurance policies referred to in clause 6(a) and certificates
                  and other
                  evidence including policy numbers, names of insurers and the expiration
                  dates of the policies to enable the Vendor or Mine Site Owner to
                  determine
                  whether the policies meet the requirements of clause 6(a), premiums
                  have
                  been paid and the policies are being properly maintained.
                  

              


      

       

      7. DEFAULT 

       

       

      7.1    Failure
        to pay Purchase Price or remove Sale Property

       

       

      
        	
                (a)

              	
                If
                  the Purchaser fails to pay the Purchase Price (or any component
                  thereof)
                  in accordance with clause 2, or to remove all of the Sale Property
                  within
                  the time specified in clause 4.3(g)(i), the Vendor may, after providing
                  the Purchaser with seven days written notice to rectify its default
                  and
                  the Purchaser having failed to do so, do any one or more of the
                  following:
                  

              


      

       

      
        
          
            
              
                
                  
                    
                      	 	
                              (i)

                            	
                              issue
                                proceedings against the Purchaser for recovery of
                                the balance of the
                                purchase price and/or for damages for breach of
                                contract;

                            


                    

                  

                

              

            

          

           

          
            
              
                
                  
                    
                      
                        	 	
                                (ii)

                              	
                                in
                                  the event of failure to pay in accordance with
                                  Clause 2, within 30 days of
                                  the Vendor giving notice thereof to the Purchaser,
                                  resell the remaining
                                  Sale Property or cause it to be resold by auction
                                  or by private sale;
                                  

                              


                      

                    

                  

                

              

            

          

        

        
        

        
           

          
            
              
                
                  
                    
                      
                        	 	
                                (iii)

                              	
                                except
                                  as permitted hereunder, store the remaining Sale
                                  Property, or cause the
                                  remaining Sale Property to be stored, at the Purchaser's
                                  risk and expense;
                                  
                                   

                                

                              


                      

                    

                  

                

              

            

             

            
              
                
                  
                    
                      
                        
                          	 	
                                  (iv)

                                	
                                  in
                                    the event of failure to pay in accordance with
                                    Clause 2, within 30 days of
                                    the Vendor giving notice thereof to the Purchaser,
                                    destroy or otherwise
                                    dispose of the remaining Sale Property;
                                    and

                                


                        

                      

                    

                  

                

              

            

          

          
          

          
             

            
              
                
                  
                    
                      
                        
                          	 	
                                  (v)

                                	
                                  in
                                    the event of failure to pay in accordance with
                                    Clause 2, within 30 days of
                                    

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        	 	
                                 

                              	
                                 the
                                  Vendor giving notice thereof to the Purchaser,
                                  retain the remaining Sale
                                  Property.


                              


                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

       

       

      
         

        
          	
                  (b)

                	
                  If
                    the Vendor takes action under clause 7.1(a), the Vendor shall
                    be entitled
                    to recover from the Purchaser all costs associated with any insurance,
                    transport and storage. 

                


        

         

      

      8. APPROVALS

       

      The
        Purchaser shall be responsible for securing all approvals and authorities
        necessary for the purchase of the Sale Property in terms hereof including
        the
        removal of the Sale Property from the Mine. The Vendor covenants and agrees
        to
        cooperate in securing all approvals and authorities necessary for the purchase
        of the Sale Property in terms hereof including the removal of the Sale Property
        from the Mine.

       

      9.
         GOODS
        AND SERVICES TAX 

       

      The
        Purchaser, provided it is not exempt from payment of GST, shall pay GST in
        respect of the Purchase Price in accordance with the terms hereof.

       

      9.1    Definitions 

       

      Words
        in this clause 9 have the same meaning as in the GST Law, unless the context
        makes it clear that a different meaning is intended. 

       

      9.2    Interpretation 

       

      If
        a party is a member of a GST group, references to GST which the party must
        pay
        and to input tax credits to which the party is entitled include GST which
        the
        representative member of the GST group must pay and input tax credits to
        which
        the representative member is entitled. 

       

      9.3    GST
        Exclusive Amounts 

       

      All
        amounts stated in this Agreement are GST exclusive unless otherwise indicated.
        

       

      9.4    Payment
        of GST 

       

      If
        an amount in this Agreement is not stated as GST inclusive then the following
        provisions apply: 

       

      
        	
                (a)

              	
                a
                  recipient of a taxable supply under or in connection with this
                  Agreement
                  must pay to the supplier, in addition to the GST exclusive consideration
                  for the taxable supply, an amount equal to any GST paid or payable
                  by the
                  supplier in respect of the taxable supply; and


              


      

       

      
        	
                (b)

              	
                the
                  recipient must make that payment to the supplier as and when the
                  GST
                  exclusive consideration or part of it is provided, except that
                  the
                  recipient need not pay unless the recipient has received a tax
                  invoice (or
                  an adjustment note) for that taxable supply.


              


      

       

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      9.5     Reimbursements 

       

      Where
        a supplier incurs a cost or expense for which it may be reimbursed by,
        indemnified against, claim against or set-off against another party under
        this
        Agreement, the amount to be paid or credited is the cost or expense (reduced
        by
        the input tax credit that the supplier is entitled to claim in respect of
        that
        cost or expense) plus the amount in respect of GST payable by the recipient.
        

       

      10.
         NOTICES 

       

      10.1     How
        to give a notice 

       

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

       

      
        	
                (a)
                  

              	
                in
                  writing, signed by or on behalf of the person giving it;
                  

              


      

       

      
        	
                (b)
                  

              	
                addressed
                  to the person to whom it is to be given; and


              


      

       

      
        	
                (c)
                  

              	
                either:
                  

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        	 	
                                (i)

                              	
                                delivered
                                  or sent by pre-paid mail (by airmail, if the addressee
                                  is overseas) to
                                  that person's address; or


                              


                      

                    

                  

                

              

            

             

            
              
                
                  
                    
                      
                        
                          	 	
                                  (ii)

                                	
                                  sent
                                    by fax to that person's fax number and the machine
                                    from which it is sent
                                    produces a report that states that it was sent
                                    in full.
                                    

                                


                        

                      

                    

                  

                

              

            

          

          
          

          
             

            10.2    When
              a notice is given 

          

        

      

       

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

       

      
        	
                (a)

              	
                if
                  it is delivered or sent by fax: 

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  (i)

                                	
                                  by
                                    5.00 pm (local time in the place of receipt)
                                    on a Business Day - on that
                                    day; or


                                


                        

                      

                    

                  

                

              

               

              
                
                  
                    
                      
                        
                          
                            	 	
                                    (ii)

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

                                  


                          

                        

                      

                    

                  

                

              

            

            
            

             

          

        

      

      
        	
                (b)

              	
                if
                  it is sent by mail: 

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  (i)

                                	
                                  within
                                    Australia - 3 Business Days after posting; or
                                    

                                


                        

                      

                    

                  

                

              

               

              
                
                  
                    
                      
                        
                          
                            	 	
                                    (ii)

                                  	
                                    to
                                      or from a place outside Australia - 7 Business
                                      Days after posting.
                                      

                                  


                          

                        

                      

                    

                  

                

              

            

            
            

             

             

            
              
                 

              

              
                15

                
                  

                

              

              
                 

              

            

             

            10.3    Address
              for notices 

          

        

      

       

       

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

       

       

      
        	Vendor: 	 
	
                Address:
                  

              	
                Tanami
                  Gold NL

              
	 	
                Level
                  4, 50 Colin Street, 

              
	 	
                West
                  Perth, WA 6005 

              
	
                Fax
                  number: 

              	
                (08)
                  9212 5900 

              
	
                Attention:
                  

              	
                Denis
                  Waddell

              
	 	 
	
                Purchaser:

              	 
	
                Address:
                  

              	
                Goldbelt
                  Resources Limited,

              
	 	
                Sterling
                  Tower, 372 Bay Street, Suite 1201

              
	
              	
                Toronto,
                  Ontario, Canada, M5H 2W9

              
	
                Fax
                  number: 

              	
                (416)
                  364 7120

              
	
                Attention:
                  

              	
                Collin
                  Ellison

              


      

       

      11.
         GENERAL 

       

      11.1    Force
        Majeure

       

       

      
        	 	
                In
                  the event that the obligations of a Party are affected by a Force
                  Majeure
                  Event then that Party must give immediate notice of the event to
                  the other
                  Party and use its best endeavours to remove, overcome or minimise
                  the
                  effect of the Force Majeure Event as quickly as possible. The Parties
                  undertake to consult in good faith to agree such actions as may
                  be
                  necessary to overcome the effects occasioned by a Force Majeure
                  Event.

              


      

       

      11.2     Governing
        law 

       

       

      
        	
                (a)

              	
                This
                  Agreement is governed by the law in force in Western Australia.
                  

              


      

       

      
        	
                (b)

              	
                Each
                  party submits to the non-exclusive jurisdiction of the courts exercising
                  jurisdiction in Western Australia, and any court that may hear
                  appeals
                  from any of those courts, for any proceedings in connection with
                  this
                  Agreement, and waives any right it might have to claim that those
                  courts
                  are an inconvenient forum. 

              


      

       

      11.3
         Liability
        for expenses 

       

      
        	
                (a)
                  

              	
                Subject
                  to clause 11.2(b), each party must pay its own expenses incurred
                  in
                  negotiating, executing and registering this document.
                  

              


      

       

      
        	
                (b)
                  

              	
                The
                  Purchaser must pay any stamp duty assessed on this Agreement.
                  

              


      

       

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      11.4
         Giving
        effect to this Agreement 

       

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

       

      11.5
         Waiver
        of rights 

       

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


       

      
        	
                (a)
                  

              	
                no
                  other conduct of a party (including a failure to exercise, or delay
                  in
                  exercising, the right) operates as a waiver of the right or otherwise
                  prevents the exercise of the right;


              


      

       

      
        	
                (b)
                  

              	
                a
                  waiver of a right on one or more occasions does not operate as
                  a waiver of
                  that right if it arises again; and 

              


      

       

      
        	
                (c)
                  

              	
                the
                  exercise of a right does not prevent any further exercise of that
                  right or
                  of any other right. 

              


      

       

      11.6
         Operation
        of this Agreement 

       

      
        	
                (a)

              	
                This
                  Agreement contains the entire agreement between the parties about
                  its
                  subject matter. Any previous understanding, agreement, representation
                  or
                  warranty relating to that subject matter is replaced by this Agreement
                  and
                  has no further effect. 

              


      

       

      
        	
                (b)
                  

              	
                Any
                  right that a person may have under this Agreement is in addition
                  to, and
                  does not replace or limit, any other right that the person may
                  have.
                  

              


      

       

      
        	
                (c)
                  

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

              


      

       

      11.7
         Operation
        of indemnities 

       

      
        	
                (a)

              	
                Each
                  indemnity in this Agreement survives the expiry of this Agreement
                  for a
                  period of 2 years. 

              


      

       

      
        	
                (b)
                  

              	
                A
                  party may recover a payment under an indemnity in this Agreement
                  before it
                  makes the payment in respect of which the indemnity is given.
                  

              


      

       

      11.8
         Consents 

       

      Where
        this Agreement contemplates that the Vendor may agree or consent to something
        (however it is described), the Vendor may: 

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      
        	
                (a)
                  

              	
                agree
                  or consent, or not agree or consent, in its absolute discretion;
                  and
                  

              


      

       

      
        	
                (b)
                  

              	
                agree
                  or consent subject to conditions, 

              


      

       

      unless
        this Agreement expressly contemplates otherwise. 

       

      11.9 Inconsistency
        with other documents 

       

      If
        this Agreement is inconsistent with any other document or agreement between
        the
        parties, this Agreement prevails to the extent of the inconsistency.


       

      11.10
         Time
        is of the essence 

       

      Except
        as otherwise provided in this Agreement, time is of the essence of this
        Agreement. 

       

      11.11
         Counterparts 

       

      This
        Agreement may be executed in counterparts. 

      11.12
         Attorneys 

       

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

       

      EXECUTED
        as an agreement. 

       

      
        	
                SIGNED
                  by Tanami
                  Gold NL in
                  the presence of: 

              	
                 

              	
                 

              
	
                Director
                  

              	
                 

              	
                Secretary
                  

              
	 	 	 
	
                Name
                  

              	
                 

              	
                Name
                  

              
	
                DENNIS
                  WADDELL

              	
                 

                 

              	
                JOHN
                  TRAICOS

              


      

      


      
        	
                SIGNED
                  by Goldbelt
                  Resources (West Africa) 

                SARL
                  in
                  the presence of: 

                 

              	
                 

                 

              	
                 

                 

              
	
                Director
                  

              	
                 

              	
                CFO
                  

              
	 	 	 
	
                Name
                  

              	
                 

              	
                Name
                  

              
	
                COLLIN
                  ELLISON

              	 	
                HEMDAT
                  SAWH

              


      

       

      


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


       

      SCHEDULE
        1
        - SITE ENTRY CONDITIONS

       

       

      


       

      INSPECTION/REMOVAL
        OF SALE PROPERTY 

       

      The
        Purchaser and its subcontractors acknowledge that the Mine operates under
        the
        current Mining Management Act 2001 (NT) and all activity is under the control
        of
        the Mine Site Owner's nominated representatives. 

       

      All
        persons entering the mine sites do so entirely at their own risk. 

       

      Minimum
        clothing requirements are sturdy, covered shoes, sleeved shirt and shorts.
        

       

      Persons
        under 16 years of age may not be permitted on site. 

       

      All
        vehicles driven onto site will be inspected by security at the entry gate
        on
        both entry and exit. No alcohol, firearms or pets are permitted on site.
        

       

      Parking
        is restricted to the marked areas and no visitors' vehicles will be permitted
        beyond the parking areas. 

       

      Visitors
        must follow instructions issued by mine staff. 

       

       

      Site
        Access for Removal: 

       

      The
        Purchaser and its subcontractors will be permitted on site as directed by
        the
        Mine Site Owner. 

       

      Persons
        under 16 years of age will not be permitted on site. 

       

      All
        vehicles driven onto site will be inspected by security. 

       

      Parking
        is restricted to the marked areas and no visitors vehicles will be permitted
        beyond the parking areas. 

       

      Any
        person on site to remove purchased items must follow instructions issued
        by mine
        staff. Failure to do so may result in immediate revocation of permission
        to be
        on the mine site. 

       

       

      Removal
        of Other Items: 

       

      Other
        items are generally those that require the use of tools or mechanical lifting
        equipment. The Vendor's nominated representative, or his delegated staff,
        reserve the right to vary the description and requirements as he considers
        appropriate and may require evidence of public liability insurance and workers'
        compensation insurance. 

       

      Minimum
        clothing requirements during Removal are steel-toed safety boots, trousers,
        sleeved shirt, safety helmet, glasses and such other personal protective
        equipment as directed by the mine manager or his delegated staff. 

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      Major
        Dismantling: 

       

      Dismantling
        is generally described as that work that involves the disassembly of equipment,
        structures and buildings requiring the use of elevated work platforms or
        work
        baskets and/or handling of hazardous substances. The Vendor's nominated
        representative or his delegated staff reserve the right to vary the description
        and requirements as he considers appropriate. 

       

      The
        Purchaser and/or its subcontractors who have completed an OH&S
        pre-qualification to the satisfaction of mine management shall be permitted
        on
        site to undertake major dismantling work. 

       

      Commencement
        of dismantling works shall not be undertaken without the Vendor's nominated
        representative or his delegated staff’s permission, which shall not be
        unreasonably withheld. 

       

       

      Mobile
        Plant: 

       

      All
        mobile plant will be inspected by mine personnel before being permitted to
        work
        on site. 

       

      Cranes
        and forklifts must be certified in accordance with the requirements of the
        Northern Territory Work Health Authority. 

       

      All
        lifting equipment, including chains, slings and shackles shall carry current
        certification from NATA registered tester. 

       

      Operators
        shall be holders of certification issued by the Northern Territory Work Health
        Authority or appropriate interstate statutory authority, appropriate for
        the
        equipment being operated. 

      
        
           

        

        
          20

          
            

          

        

        
           

        

      


       

      SCHEDULE
        2 - ENVIRONMENTAL REQUIREMENTS

       

      The
        Purchaser and its Personnel participating in the removal of equipment, salvage
        materials or infrastructure from the Mine site acknowledge the following
        requirements and restrictions, relating to environmental protection:


       

      (a) Refuse: 

       

      (i)
         all
        solid and domestic waste products (including food, plastics, wood, small
        items
        of scrap metal) are to be collected within the work area and removed to the
        site
        refuse tip at the end of each day; 

       

      (ii)
         all
        loads of refuse remove to the dump are to be sufficiently secured to prevent
        the
        loss of a load in transit; 

       

      (iii)
         drums
        or large containers are to be crushed prior to disposal in the tip; and


       

      (iv)
         the
        disposal method for liquid wastes may vary depending upon the product. The
        Purchaser must confirm with the Vendor, its officers, servants, agents or
        contractors prior to disposing of a liquid waste at the Mine site. 

       

      (b)
         Chemical
        and Hydrocarbons (oil, fuel, lubricants):
        

       

      (i)
         any
        fuel, oil or lubricants requiring removal from machinery prior to transport
        is
        to be collected in sealed containers. It is the responsibility of the Purchaser
        to remove containers from the Mine site for disposal at any appropriate location
        by the Purchaser. The Purchaser must not dump any material at the Mine; and
        

       

      (ii)
         all
        spillages of a chemical, fuel, oil or lubricant are to be reported immediately
        to the relevant Mine Site Owner, its officers, servants, agents or contractors
        and clean up procedures initiated. 

       

      (c)
         Fire:
        

       

      (i)
         extreme
        care must be taken when using cutting equipment near vegetation, especially
        dry
        grass. All precautions must be taken to avoid the generation of sparks and
        the
        ignition of vegetation; 

       

      (ii)
         in
        the event of a fire, the Purchaser must contact the Mine Site Owner, its
        officers, servants, agents or contractors immediately and commence extinguishing
        the fire. 

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      (d)
         Vegetation
        and Land: 

       

      In
        the event that access to infrastructure or salvage items is hindered by
        vegetation, the Purchaser must contact the Mine Site Owner, its officers,
        servants, agents or contractors to gain approval to trim or remove the
        vegetation, prior to proceeding. 

       

      (e)
         Vehicles
        and Equipment: 

       

      Vehicles
        and equipment of the Purchaser are to remain in their designated parking
        area at
        all times. Vehicles are not permitted outside the designated parking area
        or off
        designated roads or laydown areas unless prior permission has been received
        from
        the Mine Site Owner, its officers, servants, agents or contractors. The Mine
        Site Owner, its officers, servants, agents or contractors may require any
        vehicles found away from the designated area to be removed from the Mine
        site.


       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      


       

      SCHEDULE
        3 - CLEANUP REQUIREMENTS

       

       

      The
        Purchaser shall: 

       

      
        	
                (a)

              	
                remove
                  from the Mine, all items of plant, equipment, structures (other
                  than
                  concrete and underground pipework and electrical cable), machinery
                  and
                  scrap that forms part of the Sale Property; 

              


      

       

      
        	
                (b)

              	
                leave
                  the area referred to in clause 4.3(i) of the Agreement in a clean
                  rubbish
                  free condition with only clean concrete and underground pipework
                  and
                  electrical cable structures remaining;


              


      

       

      
        	
                (c)
                  

              	
                collect
                  and dispose of all hazardous wastes removed during dismantling
                  of the Sale
                  Property; 

              


      

       

      
        	
                (d)
                  

              	
                collect
                  and dispose of offsite, all hydrocarbons removed during dismantling
                  of the
                  Sale Property in accordance with the prevailing regulatory procedures
                  for
                  a NT mine site and in consultation with the Mine Site Owner's nominated
                  representative. Should hydrocarbon spillage occur, removal of contaminated
                  material to a designated bioremediation site will be undertaken
                  by the
                  Purchaser and the contaminated material treated;
                  

              


      

       

      
        	
                (e)
                  

              	
                collect
                  and dispose of inert waste removed during dismantling of the Sale
                  Property
                  and clean up materials to a designated area within the tailings
                  dam; and
                  

              


      

       

      
        	
                (f)
                  

              	
                clean
                  all items leaving the site to remove all accretions to ensure off
                  site
                  contamination cannot occur. 

              


      

       

      
        	
                (g)

              	
                repair
                  any damage caused to property of the Mine Site Owner or to public
                  roads or
                  infrastructure by trafficking of plant, equipment or structures
                  to or from
                  the Mine.

              


      

       

      Except
        as provided in paragraph (e) above, the Purchaser is not responsible for
        or
        required to remove any soil, hazardous wastes or hydrocarbons or conduct
        remediation of any contamination existing at the Mine (including the area
        referred to in clause 4.3(i) of the Agreement) before the Agreement Date.
        

      
        
           

        

        
          23

          
            

          

        

        
           

        

      


       

      SCHEDULE
        4 - SALE PROPERTY

       

       

      BROCKS
        CREEK ASSET LIST 

       

      Crushing:
        ROM bin 

          Plate
        feeder


          Jaw
        crusher,
        complete with drive 

          Discharge
        conveyor 

          Tramp
        detector or magnet

          Dust
        collector 

          Transfer
        chutes 

          Stockpile
        conveyor 

       

      Stockpile
        & Reclaim: Reclaim feeders 

          Emergency
        feeder 

          Reclaim/mill
        feed conveyor

          Lime
        Silo


       

      Milling
        & Classification: SAG mill, complete with drive 

          Ball
        mill,
        complete with drive 

          Cyclone
        feed
        pumps and hoppers 

          Cyclone
        cluster and associated pipework 

          Trash
        screen


       

      Leaching
        & Adsorption: 1 x leach and 6 x adsorption tanks c/w agitators

          Intertank
        screen and launders 

          Loaded
        carbon
        and safety screens 

          Tailings
        pumps

          Oxygen
        Plant


       

      Elution
        & Gold Room: Elution column, heater and heat exchanges 

          Regeneration
        kiln 

          Gold
        room
        building 

       

      Services:
        Assorted water pumps/tanks 

          Plant
        air
        compressors 

          Reagent
        storage and mixing facilities 

          Electrical
        switch room and control room 

          Transformers
        and switchgear, specific to the plant 

      


      Ancillary:
        Laboratory building and contents 

          Drawings,
        manuals and applicable data pertaining to the plant

          Spare
        parts
        (assorted) 

      


      For
        the avoidance of doubt, the Administration office complex, the first
        aid/training room, the workshop and store, are excluded from the Sale Property.
        

       

       

      
        
           

        

        
          24