exv4w17






Exhibit 4.17




SALE OF ASSETS AGREEMENT (NORTH)




between



PAMODZI GOLD FREE STATE (PROPRIETARY) LIMITED

(IN PROVISIONAL LIQUIDATION)



and



AVGOLD LIMITED



and



HARMONY GOLD MINING COMPANY LIMITED



       










 



 




TABLE OF CONTENTS




	 	 	 	 	 	 	 

	1
	 	PARTIES	 	 	1	 
	2
	 	INTERPRETATION	 	 	1	 
	3
	 	INTRODUCTION	 	 	13	 
	4
	 	CONDITIONS PRECEDENT 	 	 	14	 
	5
	 	MERGER NOTIFICATION TO COMPETITION AUTHORITIES   	 	 	16	 
	6
	 	TRIGGER EVENT 	 	 	17	 
	7
	 	SALE 	 	 	17	 
	8
	 	PURCHASE CONSIDERATION 	 	 	18	 
	9
	 	ESCROW ACCOUNT 	 	 	18	 
	10
	 	PAYMENT OF THE PURCHASE CONSIDERATION	 	 	19	 
	11
	 	CARE AND MAINTENANCE	 	 	19	 
	12
	 	CLOSING	 	 	20	 
	13
	 	VALUE OF SPECIFIED ASSETS	 	 	22	 
	14
	 	REVIEW OF BUILDINGS, FIXED ASSETS  AND EQUIPMENT AND INFRASTRUCTURE	 	 	22	 
	15
	 	BUSINESS LIABILITIES	 	 	23	 
	16
	 	REHABILITATION LIABILITIES 	 	 	23	 
	17
	 	CONDUCT OF SOUTH BUSINESS AND MANAGEMENT	 	 	23	 
	18
	 	WARRANTIES BY THE SELLER	 	 	25	 
	19
	 	GENERAL WARRANTIES	 	 	26	 
	20
	 	EMBARGO	 	 	27	 
	21
	 	CONFIDENTIALITY	 	 	27	 
	22
	 	PUBLICITY	 	 	29	 
	23
	 	SUPPORT	 	 	30	 
	24
	 	BREACH 	 	 	30	 
	25
	 	DISPUTE RESOLUTION	 	 	31	 
	26
	 	NOTICES AND DOMICILIA	 	 	32	 
	27
	 	BENEFIT OF THE AGREEMENT	 	 	33	 
	28
	 	APPLICABLE LAW AND JURISDICTION	 	 	33	 
	29
	 	GENERAL	 	 	33	 
	30
	 	COSTS 	 	 	34	 
	31
	 	SIGNATURE	 	 	35	 






ANNEXURES




ANNEXURE “1”    : PLAN AND COORDINATES

ANNEXURE “2”    : IMMOVABLE PROPERTY

ANNEXURE “3”    : SPECIFIED ASSETS

ANNEXURE “4”    : SURFACE RIGHT PERMITS

ANNEXURE “5”    : OLD ORDER MINING RIGHT




	 	 	 

	 
	 	 
	

	 	












 




 


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WHEREBY THE PARTIES AGREE AS FOLLOWS —





	1	 	PARTIES






	1.1	 	Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation); 
	 
	1.2	 	Avgold Limited; and
	 
	1.3	 	Harmony Gold Mining Company Limited.






	2	 	INTERPRETATION






	2.1	 	In this Agreement —






	2.1.1	 	clause headings are for convenience only and are not to be used in
its interpretation;
	 
	2.1.2	 	an expression which denotes —






	2.1.2.1	 	any gender includes the other genders;
	 
	2.1.2.2	 	a natural person includes a juristic person and vice versa; and
	 
	2.1.2.3	 	the singular includes the plural and vice versa.






	2.2	 	In this Agreement, unless the context indicates a contrary
intention, the following words and expressions bear the meanings assigned to them
and cognate expressions bear corresponding meanings —






	2.2.1	 	“Administration Expenses Agreement”  means the written
agreement entered into between Harmony and the Seller on 7 August 2009, in
terms of which Harmony agreed to pay the Seller an amount of R5,000,000
(five million rand) in respect of certain expenses to be incurred by the Seller;
	 
	2.2.2	 	“AFSA” means the Arbitration Foundation of Southern Africa;
	 
	2.2.3	 	“Agreement” means this sale of assets agreement;
	 
	2.2.4	 	“Applicable Date” means 7 August 2009;
	 
	2.2.5	 	“Buildings” means all buildings located on the Immovable Property,
the Surface Right Permits and the Servitudes and all fixtures, fittings and
contents therein as at the Applicable Date;





	 	 	 

	 
	 	 
	

	 	












 



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	2.2.6	 	“Business” means the gold mining, processing and related business
carried on by the Seller under the name and style of “President Steyn Gold Mine”
prior
to the Signature Date, which business included the operation of the Steyn
Shafts;
	 
	2.2.7	 	“Business Liabilities” means all liabilities of whatsoever nature or kind, and wherever and
howsoever arising, of the Seller other than the Rehabilitation Liabilities;
	 
	2.2.8	 	“Care and Maintenance” means all care and maintenance reasonably necessary in respect of
the Sale Assets which shall include, inter alia —






	2.2.8.1	 	the continuation of all water pumping activities at Steyn 9 Shaft (previously known as
Freddies 9 Shaft) so as to ensure that there is no build-up of water in the shaft;
	 
	2.2.8.2	 	the continuation of the dewatering of Steyn 9 Shaft (previously known as Freddies 9 Shaft)
so as to ensure that the water level remains below the 57 level pump station;
	 
	2.2.8.3	 	the continuation of the dewatering of Steyn 3 Shaft (previously known as Loraine 3 Shaft)
between 71 and 75 level, so as to allow for the future recommissioning of the pump station on
74 level;
	 
	2.2.8.4	 	the continuation of the dewatering of Steyn 3 Shaft (previously known as Loraine 3 Shaft)
so as to ensure that the water level remains below the 73 level station footwall; and
	 
	2.2.8.5	 	the provision of all necessary security services to ensure that the Sale Assets are secure
and cannot be accessed by unauthorised persons;






	2.2.9	 	“Companies Act” means the Companies Act, 1973;
	 
	2.2.10	 	“Competition Act” means the Competition Act, 1998;
	 
	2.2.11	 	“Competition Authorities” means the commission established pursuant to Chapter 4, Part A of
the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the
Competition Act or the appeal court established pursuant to Chapter 4, Part C of the
Competition Act, as the case may be;
	 
	2.2.12	 	“Condition Precedent Fulfilment Date” the date on which the last of the Conditions Precedent
has been fulfilled or waived, as the case may be;





	 	 	 

	 
	 	 
	

	 	












 



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	2.2.13	 	“Conditions Precedent” means the conditions precedent set out in clause 4.1;
	 
	2.2.14	 	 “Deed of Cession” means a notarial deed of cession of the New Order
Mining Right prepared by the Purchaser’s Attorneys;
	 
	2.2.15	 	“DMR” means the Department of Mineral Resources of the Government of the Republic of South
Africa;
	 
	2.2.16	 	“Effective Date” means if there has been —






	2.2.16.1	 	no deterioration or damage as contemplated in clause 14.1, the
2nd (second) business day after the Measurement Date; or






	2.2.16.1.1	 	deterioration or damage as contemplated in clause 14.1, the 2nd
(second) business day after the later of the Measurement Date and the date of determination
of the cost of restoration in terms of clause 14.1;






	2.2.17	 	“Employees” means all employees of the Seller who are employed exclusively or
predominantly in respect of the North Business, other than the Management Employees;
	 
	2.2.18	 	“Equipment and Infrastructure” means all equipment, infrastructure, spares and inventory
owned and used by the Seller in or in connection with the North Business —






	2.2.18.1	 	whether above or below the surface, and which was situated on or below the North Business
Area as at the Applicable Date; and/or
	 
	2.2.18.2	 	which is held by contractors or service suppliers for repair, refurbishment or
reconditioning;






	2.2.19	 	“Fixed Assets” means all assets owned by the Seller in addition to the Buildings, the
Equipment and Infrastructure and the Immovable Property, used in or in connection with the
North Business, whether above or below the surface, and which were situated on or below the
North Business Area as at the Applicable Date;
	 
	2.2.20	 	“Gold Work-in-Progress” means all gold bearing material derived from the North Business
which had not yet been processed and sold as at the Applicable Date;





	 	 	 

	 
	 	 
	

	 	












 



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	2.2.21	 	“Harmony” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in the
Republic of South Africa;
	 
	2.2.22	 	“Immovable Property” means the immovable property owned by the Seller and used in connection
with the North Business, details of which are listed in annexure “2”;
	 
	2.2.23	 	“Income Tax Act” means the Income Tax Act, 1962;
	 
	2.2.24	 	“Independent Auditors” means such independent auditors as may be agreed between the
Seller and the Purchaser, or failing agreement within 48 (forty eight) hours from the date of
a request by any Party for such agreement, appointed by the Executive President for the
time being of the South African Institute of Chartered Accountants from one of the 4 (four)
largest (based on number of partners) independent firms of auditors in South Africa at the
time;
	 
	2.2.25	 	“Intellectual Property” means all patents, registered and unregistered trade marks, service
marks, copyright, designs and applications for any of the aforegoing in any part of the world,
and any know-how, trade secrets and data associated with any of the aforegoing owned by the
Seller and used in or in connection with the North Business;
	 
	2.2.26	 	“Labour Relations Act” means the Labour Relations Act, 1995;
	 
	2.2.27	 	“Liquidators” means the provisional liquidators of the Seller being Allan David Pellow,
Barend Peterson, Deon Marius Botha, Enver Mohammed Motala, Gavin Cecil Gainsford and Johan
Engelbrecht;
	 
	2.2.28	 	“Management Employees” means all management level employees of the Seller who are employed
exclusively or predominantly in respect of the North Business;
	 
	2.2.29	 	“Management Termination Agreements” means written agreements in terms of section 197(6)
of the Labour Relations Act entered or to be entered into between the Seller, the Purchaser,
Harmony and the Management Employees, in terms of which the employment of the
Management Employees with the Seller will be terminated for operational reasons with effect
from a date which is prior to the Effective Date, and the Management Employees waive all of
their rights and claims against the Purchaser’s Group under





	 	 	 

	

	 	












 



5



	 	 	sections 197 and 197A of the
Labour Relations Act arising pursuant to the Sale.
	 
	2.2.30	 	“Measurement Date” means —






	2.2.30.1	 	the 2nd (second) business day immediately succeeding the day on which
the last of the Conditions Precedent has been fulfilled or waived, as the case may
be; or
	 
	2.2.30.2	 	if the Purchaser has indicated to the Seller at any time on or before the date referred
to in clause 2.2.30.1 that it is of the view that any of the Specified Assets has been
removed from the North Business Area, the 2nd (second) business day immediately
succeeding the day on which the value of such Specified Asset(s) is agreed or determined in
accordance with the provisions of clause 13.1;






	2.2.31	 	“Merger Notification” means the merger notice which may be submitted to the Competition
Authorities as contemplated in clause 5;
	 
	2.2.32	 	“Mining Titles Office” means the Mining Titles Office contemplated in section 2 of the
Mining Titles Registration Act, 1967;
	 
	2.2.33	 	“Minister” means the Minister of Mining;
	 
	2.2.34	 	“MPRDA” means the Mineral and Petroleum Resources Development Act, 2002;
	 
	2.2.35	 	“New Order Mining Right” means the mining right into which it is intended that the Old Order
Mining Right will be converted in terms of clause 4.1.4;
	 
	2.2.36	 	“North Business” means the gold mining, processing and related business carried on by the Seller under the name and style
of “President Steyn North Division” prior to the Signature Date, which business included the operation of the North Steyn Shafts;
	 
	2.2.37	 	“North Business Area” means the area outlined in green and labelled “MINING LEASE AREA” on the plan annexed hereto as
annexure “1”, which area is depicted by the coordinates listed in annexure “1”;
	 
	2.2.38	 	“North Steyn Shafts” means the gold mines known as Steyn 3 Shaft (previously known as Loraine 3 Shaft), Steyn 7 Shaft (previously known as Freddies
7 Shaft) and Steyn 9 Shaft (previously known as Freddies 9 Shaft)





	 	 	 

	 
	 	 
	

	 	












 



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	 	 	and the ventilation shafts known as Steyn 4 Shaft (previously known as Loraine 4 Shaft) and Steyn 8 Shaft (previously known as Freddies 8 Shaft);
	 
	2.2.39	 	“Old Order Mining Right” means all existing mineral rights, mining leases, mining licences,
surface right permits and other mining rights held by the Seller and which were used in
connection with the South Business prior to the Signature Date, including those listed in
annexure “4”;
	 
	2.2.40	 	“Parties” means the parties to this Agreement;
	 
	2.2.41	 	“Plant Sale Agreement” means a written agreement entered or to be entered into between
Harmony and the Seller in terms of which Harmony acquires the gold processing plant owned by the Seller and known as the
“PSGM Plant” and associated assets;
	 
	2.2.42	 	“Prime Rate” means the publicly quoted basic rate of interest, compounded
monthly in arrears and calculated on a 365 (three hundred and sixty five) day year
irrespective of whether or not the year is a leap year, from time to time published by
Absa Bank Limited as being its prime overdraft rate, as certified by any representative
of that bank whose appointment and designation it will not be necessary to prove;
	 
	2.2.43	 	“Purchase Consideration” means the amount payable by the Purchaser to the Seller for the
Sale Assets in terms of this Agreement, details of which are set out in clause 8;
	 
	2.2.44	 	“Purchaser” means Avgold Limited, registration number 1990/007025/06, a
limited liability public company duly incorporated in the Republic of South Africa and a wholly owned subsidiary of Harmony;
	 
	2.2.45	 	“Purchaser’s Attorneys” means Cliffe Dekker Hofmeyr Incorporated, registration
number 2008/018923/21, a limited liability private company duly incorporated in the Republic
of South Africa;
	 
	2.2.46	 	“Purchaser’s Group” means the Harmony and its subsidiaries;
	 
	2.2.47	 	“Rehabilitation Fund” means the President Steyn Rehabilitation Trust, Master’s Reference
Number IT 1829/1998, a trust duly established in the Republic of South Africa;
	 
	2.2.48	 	“Rehabilitation Liabilities” means the Seller’s obligations to rehabilitate all
environmental disturbances, including health and pollution, and degradation





	 	 	 

	 
	 	 
	

	 	












 



7



	 	 	existing within
the North Business Area (including any object and/or thing beneath the North Business Area),
which obligations arose prior to the Effective Date, and shall include —






	2.2.48.1	 	all restoration, anti-pollution measures, anti-flooding measures, making safe,
rehabilitation, compliance with the terms of any rehabilitation plans and/or programs approved
by the DMR; and
	 
	2.2.48.2	 	all compliance with all lawful directives of all regulatory authorities;






	2.2.49	 	“Related Agreements” means the Waste Rock Dump Sale Agreement, the Plant Sale Agreement and
the South Sale Agreement;
	 
	2.2.50	 	“Sale” means the sale by the Seller of the Sale Assets to the Purchaser in terms
of this Agreement;
	 
	2.2.51	 	“Sale Assets” means all the assets owned by the Seller and used in or in connection with the
North Business, including —






	2.2.51.1	 	the Buildings;
	 
	2.2.51.2	 	the Gold Work-in-Progress;
	 
	2.2.51.3	 	the Equipment and Infrastructure;
	 
	2.2.51.4	 	the Fixed Assets;
	 
	2.2.51.5	 	the Immovable Property;
	 
	2.2.51.6	 	the Intellectual Property;
	 
	2.2.51.7	 	the New Order Mining Right;
	 
	2.2.51.8	 	the North Steyn Shafts;
	 
	2.2.51.9	 	the Slimes Dam;
	 
	2.2.51.10	 	the Stock;
	 
	2.2.51.11	 	all information and technical data relating to the North Business Area, including geology
reports, drill cores and the like;
	 
	2.2.51.12	 	all ore stockpiles; and
	 
	2.2.51.13	 	all prepaid expenses and deposits made in connection with the
North





	 	 	 

	 
	 	 
	

	 	












 



8



	 	 	Business,








	 	 	but specifically excluding the Waste Rock Dump;
	 
	2.2.52	 	“Seller” means Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation),
registration number 1998/019764/07, a limited liability private company duly incorporated in
the Republic of South Africa, duly represented herein by the Liquidators;
	 
	2.2.53	 	“Seller’s Designated Account” means the bank account nominated by the Seller, the details of
which are set out below, or such other account as the Seller may designate in writing on 5
(five) business days notice to the Purchaser —





	 	 	 

	Name of Account:
	 	Pamodzi Gold Free State (Proprietary)

	 
	 	Limited (In Liquidation)
	Bank:
	 	Absa Bank Limited
	Branch:
	 	Auckland Park
	Branch Code:
	 	632005
	Account Number:
	 	407 451 2528







	2.2.54	 	“Servitudes” means all servitudes granted to and used by the Seller in connection with the
Sale Assets, or which relate in any way to the Sale Assets, and which are capable of being
transferred by the Seller to the Purchaser;
	 
	2.2.55	 	“Signature Date” means the date of signature of this Agreement by the Party last signing;
	 
	2.2.56	 	“Slimes Dame” means the slimes dam shaded in “yellow” and labelled “PAMODZI SLIMES DAM” on
the plan attached hereto as annexure “1”;
	 
	2.2.57	 	“South Business” means the “South Business” as defined in the South Sale Agreement;
	 
	2.2.58	 	“South Sale Agreement” means a written agreement entered or to be entered into between Harmony and the
Seller in terms of which Harmony acquires the gold mining, processing and related business owned by the Seller and known as
“President Steyn South Division”;
	 
	2.2.59	 	“Specified Assets” means the assets listed in annexure “3”, which form part of the Sale
Assets, photographs of which were taken on the Applicable Date and are contained on 2 (two)
identical compact discs signed by the Parties on the Signature Date and held in escrow by each
of the Purchaser’s Attorneys





	 	 	 

	 
	 	 
	

	 	












 



9



	 	 	and Knowles Husain Lindsay Attorneys;
	 
	2.2.60	 	“Steyn Shafts” means the gold mines known as Steyn 1 Shaft, Steyn 2 Shaft, Steyn 3 Shaft
(previously known as Loraine 3 Shaft), Steyn 7 Shaft (previously known as Freddies
7 Shaft) and Steyn 9 Shaft (previously known as Freddies 9 Shaft) and the ventilation shafts
known as Steyn 1A Shaft, Steyn 4 Shaft (previously known as Loraine 4 Shaft) and Steyn 8 Shaft
(previously known as Freddies 8 Shaft);
	 
	2.2.61	 	“Stock” means the stock-in-trade of the Seller relating to the North Business at the
Applicable Date, comprising —






	2.2.61.1	 	raw materials;
	 
	2.2.61.2	 	packaging materials;
	 
	2.2.61.3	 	work in progress;
	 
	2.2.61.4	 	finished products; and
	 
	2.2.61.5	 	spares and consumables,






	 	 	and includes all Stock in transit to and from the Seller, Stock held on consignment by
third parties and Stock held for reworking or processing by third parties;
	 
	2.2.62	 	“Supporting Documentation” means the initial environmental management plan(s), mine works
programme(s), social and labour plan(s) and other documents submitted by or on behalf of the
Seller in support of its application to convert the Old Order Mining Right into the New Order
Mining Right;
	 
	2.2.63	 	“Surface Right Permits” means the surface right permits used by the Seller, in connection with the
Sale Assets, including those listed in annexure “4”;
	 
	2.2.64	 	“Termination Agreements” means the Union Termination and Recall Agreement and
the Management Termination Agreements;
	 
	2.2.65	 	“Trigger Event” means the occurrence of 1 (one) or more of the following —






	2.2.65.1	 	any of the Termination Agreements not being unconditional in all respects;
	 
	2.2.65.2	 	any of the Termination Agreements not being of full force and effect for any reason
whatsoever;





	 	 	 

	 
	 	 
	

	 	












 



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	2.2.65.3	 	any of the Termination Agreements having been amended or varied in any way whatsoever
without the Purchaser’s prior written consent;
	 
	2.2.65.4	 	the water level in Steyn 9 Shaft (previously known as Freddies 9 Shaft) having increased
to such an extent that the 57 level pump station is not fully operational in accordance with
its specifications;
	 
	2.2.65.5	 	the water level in Steyn 3 Shaft (previously known as Loraine 3 Shaft) having increased to
such an extent that the 69.5 level pump station is no longer able to pump water to 56 level at
the same rate as it did prior to the Seller being placed in provisional liquidation;
	 
	2.2.65.6	 	any of the Specified Assets, which has a value (as agreed or determined in
accordance with the provisions of clause 13) of R10,000,000 (ten million rand)
or more, having been removed from the North Business Area;
	 
	2.2.65.7	 	Specified Assets, which have an aggregate value (as agreed or determined in accordance
with the provisions of clause 13) of R10,000,000 (ten million rand) or more, having been
removed from the North Business Area;
	 
	2.2.65.8	 	the Seller being in breach of this Agreement or having failed to comply with any of its
obligations under this Agreement which are required to have been complied with as at the
Measurement Date;
	 
	2.2.65.9	 	any amendments having been made to the Supporting Documentation without the Purchaser’s
prior written approval; and
	 
	2.2.65.10	 	any one or more events, circumstances, conditions or changes which result in, or which
will result in, individually or in the aggregate, a material adverse impact on the Sale Assets
and which has reduced, or will reduce, the value of the Sale Assets on a permanent basis by at
least R10,000,000 (ten million rand), provided that any changes in market
conditions, of whatsoever nature or kind, including fluctuations in interest rates and
commodity prices and changes in the availability of products, shall not constitute a Trigger
Event and shall not be taken into account in any manner in determining any reduction in the
value of the Sale Assets;






	2.2.66	 	“Union Termination and Recall Agreement” means a written agreement(s) in terms of section
197(6) of the Labour Relations Act entered or to be entered into between the Seller, the
Purchaser, Harmony and the appropriate person(s) or body(ies) referred to in section
189(1) of the Labour Relations Act





	 	 	 

	 
	 	 
	

	 	












 



11



	 	 	in respect of the Employees (“Authorised Person”), in
terms of which the —






	2.2.66.1	 	Authorised Person agrees to the termination of the Employees’ employment with the Seller
for operational reasons with effect from a date which is prior to the Effective Date, and
waives all of the Employees’ and, where applicable, the Authorised Person’s, rights
and claims against the Purchaser’s Group under sections 197 and 197A of the Labour
Relations Act arising pursuant to the Sale; and
	 
	2.2.66.2	 	Purchaser or Harmony, as the case may be, agrees to recall some or all of the
Employees on and subject to specified terms and conditions;






	2.2.67	 	“VAT” means value-added tax as levied from time to time in terms of the VAT Act;
	 
	2.2.68	 	“VAT Act” means the Value-Added Tax Act, 1991;
	 
	2.2.69	 	“Warranties” means the warranties expressly given by the Seller to the Purchaser in terms of
this Agreement;
	 
	2.2.70	 	“Waste Rock Dump” mean the waste rock dump known as “Freddies 9 Shaft Waste Rock Dump”
which is owned by the Seller and situated on the Immovable Property; and

	 
	2.2.71	 	“Waste Rock Dump Sale Agreement” means a written agreement entered or to be entered into
between the Purchaser and the Seller in terms of which the Purchaser acquires the  Waste Rock Dump.






	2.3	 	Any substantive provision, conferring rights or imposing obligations on a Party and appearing
in any of the definitions in this clause 1 or elsewhere in this Agreement, shall be given
effect to as if it were a substantive provision in the body of the Agreement.
	 
	2.4	 	Words and expressions defined in any clause shall, unless the application of any such word or
expression is specifically limited to that clause, bear the meaning assigned to such word or
expression throughout this Agreement.
	 
	2.5	 	Subject to clauses 2.6, 2.8 and 2.17, defined terms appearing in this Agreement in title case
shall be given their meaning as defined, while the same terms appearing in lower case shall be
interpreted in accordance with their plain English meaning.





	 	 	 

	 
	 	 
	

	 	












 



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	2.6	 	The terms “holding company” and “subsidiary” shall bear the meanings assigned thereto in the
Companies Act.
	 
	2.7	 	A reference to any statutory enactment shall be construed as a reference to that enactment as
at the Signature Date and as amended or substituted from time to time.
	 
	2.8	 	Reference to “days” shall be construed as calendar days unless qualified by the word
“business”, in which instance a “business day” will be any day other than a Saturday, Sunday
or public holiday as gazetted by the government of the Republic of South Africa from time to
time. Any reference to “business hours” shall be construed as being the hours between 08h30
and 17h00 on any business day. Any reference to time shall be based upon South African
Standard Time.
	 
	2.9	 	Unless specifically otherwise provided, any number of days prescribed shall be
determined by excluding the first and including the last day or, where the last day falls
on a day that is not a business day, the next succeeding business day.
	 
	2.10	 	Where figures are referred to in numerals and in words, and there is any conflict between the
two, the words shall prevail, unless the context indicates a contrary intention.
	 
	2.11	 	No provision herein shall be construed against or interpreted to the disadvantage of a Party
by reason of such Party having or being deemed to have structured, drafted or introduced such
provision.
	 
	2.12	 	The Parties, unless specifically otherwise provided, shall be deemed to be contracting as
principals and not as agents.
	 
	2.13	 	The expiration or termination of this Agreement shall not affect such of the provisions of
this Agreement as expressly provide that they will operate after any such expiration or
termination or which of necessity must continue to have effect after such expiration or
termination, notwithstanding that the clauses themselves do not expressly provide for this.
	 
	2.14	 	The words “include” and “including” mean “include without limitation” and “including without
limitation”. The use of the words “include” and “including” followed by a specific example or
examples shall not be construed as limiting the meaning of the general wording preceding it.





	 	 	 

	 
	 	 
	

	 	







 











 




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	2.15	 	Whenever any person is required to act “as an expert and not as an arbitrator” in
terms of this Agreement, then—






	2.15.1	 	the determination of the expert shall (in the absence of manifest error) be final
and binding;
	 
	2.15.2	 	subject to any express provision to the contrary, the expert shall determine the
liability for his or its charges, which shall be paid accordingly;
	 
	2.15.3	 	the expert shall be entitled to determine such methods and processes as he or
it may, in his or its sole discretion, deem appropriate in the circumstances
provided that the expert may not adopt any process which is manifestly
biased, unfair or unreasonable;
	 
	2.15.4	 	the expert shall consult with the relevant Parties (provided that the extent of
the expert’s consultation shall be in his or its sole discretion) prior to rendering
a determination; and
	 
	2.15.5	 	having regard to the sensitivity of any confidential information, the expert shall
be entitled to take advice from any person considered by him or it to have
expert knowledge with reference to the matter in question.






	2.16	 	Any reference in this Agreement to “this Agreement” or any other agreement or
document shall be construed as a reference to this Agreement or, as the case
may be, such other agreement or document, as amended, varied, novated or
supplemented from time to time.
	 
	2.17	 	This Agreement incorporates the annexures which annexures shall have the
same force and effect as if set out in the body of this Agreement. In this
Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer
to clauses of and annexures to this Agreement.






	3	 	INTRODUCTION







	 
	3.1	 	The Seller is the beneficial, and where applicable registered, owner of the Sale
Assets.
	 
	3.2	 	The Purchaser wishes to purchase the Sale Assets and the Seller wishes to sell
the Sale Assets to the Purchaser on the terms and conditions herein contained.
	 
	3.3	 	The Parties wish to record in writing their agreement in respect of the above and
matters ancillary thereto.





					
	 	 	 	 	 
	 
	 	
	 	












 



14



	4	 	CONDITIONS PRECEDENT






	4.1	 	Save for clauses 1 to 5, clauses 11, 14 and 17 and clauses 19 to 31 (both inclusive) all of
which will become effective immediately, this Agreement is subject to the fulfilment of the
Conditions Precedent that —






	4.1.1	 	by not later than 17h00 on 30 October 2009, the Purchaser has entered into a
written agreement with Eskom Limited providing for the supply of electricity to
the North Business and South Business with an aggregate baseline of no less
than what was approved by Eskom Limited for the North Business and South
Business prior to the Seller being placed in provisional liquidation;
	 
	4.1.2	 	by not later than 17h00 on 30 October 2009, the Purchaser is satisfied, acting
reasonably, that all necessary steps have been taken and documents signed
so as to ensure that the Surface Right Permits and Servitudes can be
transferred to the Purchaser, and such transfers can, to the extent necessary,
be registered in the Mining Titles Office, forthwith after the Effective Date;
	 
	4.1.3	 	by not later than 17h00 on 21 December 2009, the Sale (to the extent
necessary) has been unconditionally approved by the Competition Authorities
in terms of the Competition Act, or conditionally approved on terms and
conditions acceptable to the Purchaser;
	 
	4.1.4	 	by not later than 17h00 on 29 January 2010, the Old Order Mining Right has
been converted into the New Order Mining Right in terms of Item 7 of
Schedule II to the MPRDA;
	 
	4.1.5	 	by not later than 17h00 on 29 January 2010, the Minister has granted approval
for the transfer of the New Order Mining Right from the Seller to the Purchaser
in terms of section 11 of the MPRDA and the Deed of Cession has been
executed;
	 
	4.1.6	 	by not later than 17h00 on 29 January 2010, each of the DMR and the South
African Revenue Service has, to the extent necessary, granted its approval for
the transfer of the amount referred to in clause 16.2 from the Rehabilitation
Fund to the Avgold Nature Conservation Fund;
	 
	4.1.7	 	by not later than 17h00 on 18 September 2009, The Industrial Development
Corporation of Southern Africa Limited has consented to the Sale and the
Seller has provided the Purchaser with written proof of such consent in a form
and substance acceptable to the Purchaser;





					
	 	 	 	 	 
	 
	 	
	 	












 



15



	4.1.8	 	by not later than 17h00 on 18 September 2009, the North Gauteng High
Court, Pretoria has approved the Sale;
	 
	4.1.9	 	by not later than 17h00 on 29 January 2010, the South Sale Agreement has
been entered into and has become unconditional in accordance with its terms,
save insofar as it is conditional on this Agreement becoming unconditional;
	 
	4.1.10	 	by not later than 17h00 on 8 September 2009, the Union Termination and
Recall Agreement has been entered into;
	 
	4.1.11	 	by not later than 17h00 on 20 November 2009, the Management Termination
Agreements have been entered into and have become unconditional in all
respects; and
	 
	4.1.12	 	by not later than 17h00 on 20 November 2009, a certificate of registration has
been granted to the Purchaser in respect of the Sale Assets under the
National Nuclear Regulator Act, 1999.






	4.2	 	The Parties shall use their commercially reasonable endeavours and the Parties
will co-operate in good faith to procure the fulfilment of the Conditions Precedent
as soon as reasonably possible after the Signature Date.
	 
	4.3	 	In the event that the Purchaser is of the view, acting reasonably, that it will not be
possible to fulfil the Conditions Precedent set out in clauses 4.1.4 and 4.1.5 either
timeously or at all, the Seller undertakes to take all such steps and do all such
things as are within its power to procure that, subject to the fulfilment of the
remaining Conditions Precedent, the Purchaser becomes the holder of a mining
right granted under the MPRDA in respect of the same area as is covered by the
Old Order Mining Right, and this Agreement will be deemed to have been
amended accordingly.
	 
	4.4	 	The Conditions Precedent set out in —






	4.4.1	 	clauses 4.1.1, 4.1.2, 4.1.4, 4.1.5, 4.1.6, 4.1.7 and 4.1.9 to 4.1.12 (both
inclusive) have been inserted for the benefit of the Purchaser which will be
entitled to waive fulfilment of any of the said Conditions Precedent, in whole or
in part, on written notice to the Seller prior to the expiry of the relevant time
periods set out in those clauses; and
	 
	4.4.2 	 	clauses 4.1.3 and 4.1.8 are not capable of being waived.






	4.5	 	The Purchaser shall be entitled to extend the date for fulfilment of all or any of the







					
	 	 	 	 	 
	 
	 	
	 	












 



16



	 	 	Conditions Precedent on written notice to the Seller, provided that no such extension
in respect of any Condition Precedent shall be more than 60 (sixty) business days in
the aggregate.
	 
	4.6	 	Unless all the Conditions Precedent have been fulfilled or waived, as the case may be, by not later than the
date for fulfilment thereof set out above (or such later date/s as may be extended in terms of clause 4.5 or as may
be agreed between the Parties in writing) the provisions of this Agreement, save for clauses 1 to 5, clauses 11 and
17 and clauses 19 to 31 (both inclusive) which will remain of full force and effect, will never become of any force
or effect and the status quo ante will be restored as near as may be possible and neither of the Parties will have
any claim against the other in terms hereof or arising from the failure of the Conditions Precedent, save for any
claims arising from a breach of clause 4.2.






	5	 	MERGER NOTIFICATION TO COMPETITION AUTHORITIES






	5.1	 	It is recorded that the Sale will result in a change in control, as contemplated by
Chapter 3 of the Competition Act, which will require the approval of the
Competition Authorities prior to this Agreement being implemented.
	 
	5.2	 	The Parties shall as soon as reasonably possible after the Signature Date and in
any event by not later than 20 (twenty) business days after the Signature Date
jointly instruct the Purchaser’s Attorneys to prepare and submit a merger notice in
respect of the Sale to the Competition Authorities in terms of the Competition Act,
for approval.
	 
	5.3	 	The Parties shall procure that the Merger Notification is submitted to the
Competition Authorities as soon as possible after the Signature Date.

	 
	5.4	 	Each of the Parties shall —






	5.4.1	 	sign all documents and expeditiously provide all necessary information upon
being required to do so;
	 
	5.4.2	 	use its commercially reasonable endeavours and shall take all such steps and
render all such assistance as may be reasonably necessary to procure that
the Merger Notification is properly prepared and duly submitted within the time
period specified in clause 5.3; and
	 
	5.4.3	 	do everything required by the Competition Authorities in order to enable the





					
	 	 	 	 	 
	 
	 	
	 	












 



17



	 	 	Merger Notification to be dealt with, to the extent that it is within its power to do
so.






	5.5	 	The Purchaser shall pay the costs of and associated with the filing of the Merger
Notification. These costs shall include the filing fee payable in connection with the
filing of the Merger Notification and the legal fees of the Purchaser’s Attorneys for
the preparation and submission of the Merger Notification but shall exclude each Party’s
other legal costs associated with the preparation of such Merger Notification (if any),
which costs will be for each Party’s own account.






	6	 	TRIGGER EVENT






	6.1	 	Notwithstanding the fulfilment or waiver of the Conditions
Precedent, the Purchaser shall not be obliged to pay the Purchase Consideration or proceed
with the Sale, and shall be entitled to terminate this Agreement on written notice
to the Seller, in the event that a Trigger Event has occurred at any time on or
before the Measurement Date.

	 
	6.2 	 	In the event that the Purchaser terminates this Agreement in accordance with the
provisions of clause 6.1, the status quo ante will be restored as near as may be
possible and, without prejudice to the Parties rights in terms of clause 24, none
of the Parties will have any claim against the other arising from such termination.






	7	 	SALE






	7.1	 	The Seller hereby sells to the Purchaser which hereby purchases the Sale
Assets.
	 
	7.2	 	Notwithstanding the Signature Date, the Sale will take place on the Effective Date
and ownership of and risk in and benefit attaching to the Sale Assets will, against
payment of the amount due and payable in terms of clause 10.1.1, pass to the
Purchaser on the Effective Date.
	 
	7.3	 	Possession and effective control of the Sale Assets will be given to the Purchaser
on the Effective Date.
	 
	7.4	 	Ownership of the Immovable Property will pass to the Purchaser on registration
of transfer.
	 
	7.5	 	The Purchaser shall be entitled to assign all its rights and obligations as
purchaser under this Agreement to any other company within the Purchaser’s
Group by notice in writing to the Seller, provided that any such substitute





					
	 	 	 	 	 
	 
	 	
	 	












 



18



	 	 	purchaser binds itself in writing to all the terms and conditions herein imposed on
the Purchaser by signing a deed of adherence to this Agreement, whereupon any
reference in this Agreement to the “Purchaser” (save for this clause 7.5) will be
deemed to be a reference to such substitute purchaser.
	 
	7.6	 	Harmony hereby undertakes to procure the payment of the Purchase Consideration by
the Purchaser in accordance with the provisions of this Agreement.






	8	 	PURCHASE CONSIDERATION
	 
	 	 	The Purchase Consideration is an amount equal to R100,000,000 (one hundred million
rand), less -






	8.1	 	the value (as agreed or determined in accordance with the provisions of clause
13) of any of the Specified Assets which have been removed from the North
Business Area at any time on or before the Effective Date;
	 
	8.2	 	the aggregate of the cost of restoration of the Buildings, Fixed Assets and
Equipment and infrastructure as agreed or determined in accordance with the
provisions of clause 14.1;
	 
	8.3	 	any amount deducted by the Purchaser in terms of clause 11.3; and
	 
	8.4	 	any amount paid by the Purchaser, or any member of the Purchaser’s Group, in
consultation with and for and on behalf of the Seller and/or the Liquidators (other
than in terms of the Administration Expenses Agreement) at any time prior to the
Effective Date and which has not been repaid or deducted from the purchase
consideration payable under the Waste Rock Dump Sale Agreement, the Plant
Sale Agreement or the South Sale Agreement,
	 
	 	 	plus VAT thereon.






	9	 	ESCROW ACCOUNT






	9.1	 	On the 1st (first) business day after the later of the payment of the
respective purchase considerations under the Plant Sale Agreement and the Waste Rock
Dump Sale Agreement to the Seller, the Purchaser shall be obliged to pay an
amount of R100,000,000 (one hundred million rand) (“Escrow
Amount”) to the
Purchaser’s Attorneys with instructions that they -






	9.1.1	 	invest the Escrow Amount in an interest bearing trust account, with interest





					
	 	 	 	 	 
	 
	 	
	 	












 



19



	 	 	accruing for the benefit of the Purchaser, for a maximum period of 6 (six) months
from the Signature Date; and
	 
	9.1.2	 	pay the amounts set out in clause 10 on the dates referred to therein to the
Seller out of the Escrow Amount for and on behalf of the Purchaser and
thereafter refund the balance of the Escrow Amount, plus all interest accrued
thereon, to the Purchaser; or
	 
	9.1.3	 	repay the Escrow Amount, plus all interest accrued thereon, to the Purchaser
in the event that the Effective Date has not occurred by the expiry of a period
of 6 (six) months from the Signature Date.






	9.2	 	The provisions of this clause 9 shall constitute an instruction by the Purchaser to the Purchaser’s Attorneys to invest
the Escrow Amount in accordance with the provisions of section 78(2A) of the Attorney’s Act, 1979.






	10	 	PAYMENT OF THE PURCHASE CONSIDERATION






	10.1	 	The Purchase Consideration will be paid by the Purchaser against compliance by
the Seller with the provisions of clause 12, as follows -






	10.1.1	 	an amount equal to the Purchase Consideration less R10,308,235 (ten million
three hundred and eight thousand two hundred and thirty five rand), plus VAT
thereon, on the Effective Date; and
	 
	10.1.2	 	R10,308,235 (ten million three hundred and eight thousand two hundred and
thirty five rand), plus VAT thereon and interest at the Prime Rate less 3%
(three percent) from the Effective Date until the day immediately preceding the
date of payment, on the 2nd (second) business day after the transfer of the
amount referred to in clause 16.2.






	10.2	 	All payments to be made in terms of this Agreement will be made by electronic
transfer of immediately available and freely transferable funds to the Seller’s
Designated Account, free of any deductions or set-off whatsoever, in the currency
of the Republic of South Africa.






	11	 	CARE AND MAINTENANCE






	11.1	 	The Seller undertakes to -






	11.1.1  	 	carry out the Care and Maintenance between the Signature Date and the
Effective Date; and





					
	 	 	 	 	 
	 
	 	
	 	












 



20



	11.1.2	 	procure that it has sufficient employees or contract workers to carry out its
obligations in terms of clause 11.1.1.






	11.2	 	The Seller hereby undertakes to apply reasonable standards generally applied in
	 
	 	 	the South African mining industry in carrying out all Care and Maintenance
between the Signature Date and the Effective Date.
	 
	11.3	 	If, at any time prior to the Effective Date, the Seller has insufficient funds to carry
out all Care and Maintenance which the Purchaser deems appropriate, acting
reasonably, the Purchaser shall be entitled to either -






	11.3.1	 	procure that all Care and Maintenance is carried out at its expense and to
deduct all amounts expended by it in respect thereof from the Purchase
Consideration;
	 
	11.3.2	 	advance amounts to the Seller from time to time in order that the Seller is able
to carry out all Care and Maintenance and to deduct all such amounts
advanced to the Seller from the Purchase Consideration; or
	 
	11.3.3	 	terminate this Agreement on written notice to the Seller, in which event the
Purchaser shall have no further obligations to the Seller arising out of this
Agreement.






	11.4	 	In addition to the Care and Maintenance, the Sellers hereby undertake to ensure
that all -






	11.4.1	 	of the Sale Assets are maintained so that, on the Effective Date, they will be in
substantially same condition as they were on the Applicable Date; and
	 
	11.4.2	 	electronic information and records relating to the business is adequately
secure and backed up so that all such information and records are available to
the Purchaser on the Effective Date.






	12	 	CLOSING






	12.1	 	On the Effective Date representatives of the Parties shall meet at 10h00 at the offices of
the Purchaser’s Attorneys or such other place as the Parties may agree, at which meeting
the Seller will deliver to the Purchaser-






	12.1.1	 	a tax invoice in respect of the Purchase Consideration;
	 
	12.1.2	 	all of the Sale Assets, by such mode of actual or constructive delivery as shall
be appropriate in the circumstances; and





					
	 	 	 	 	 
	 
	 	
	 	












 



21



	12.1.3	 	to the extent to which they exist, all books, records and other relevant documents
pertaining solely to the North Business, provided that —






	12.1.3.1	 	insofar as the Seller is obliged in law to retain any such book, record or
document, it shall deliver a photocopy thereof to the Purchaser; and
	 
	12.1.3.2	 	if the Seller requires, at any time after the Effective Date, to make copies of
or inspect any such book, record or document relating to any period prior to
the Effective Date, in terms of or in order to comply with any law or other
legal obligation, it shall be entitled to do so during normal business hours
upon reasonable notice to the Purchaser.






	12.2	 	The Seller hereby undertakes to sign and execute, upon request by the
Purchaser, all such documents as may be required to procure, at the cost of the
Purchaser, the transfer and, to the extent possible, the registration of the transfer
of the Surface Right Permits, the Servitudes and any other Sale Assets into the
name of the Purchaser.
	 
	12.3	 	The Seller hereby undertakes to sign and execute, upon request by the
Purchaser, all such documents as may be required to procure, at the cost of the
Purchaser, the transfer of all or any licences which the Seller holds in respect of
any of the Sale Assets and/or the North Business.
	 
	12.4	 	The Parties may, by agreement in writing, dispense with a meeting on the
Effective Date and may instead ensure delivery of the documents referred to in
clause 12.1 and clause 12.2, and payment of the amount due and payable in
terms of clause 10.1.1, in such other manner as they agree to be convenient.
	 
	12.5	 	Transfer of the Immovable Property, the Surface Right Permits and the
Servitudes into the name of the Purchaser shall be given to the Purchaser
promptly after the Purchaser has paid the costs of and incidental to the transfer of
the Immovable Property, the Surface Right Permits and the Servitudes into the
name of the Purchaser. Transfer shall be effected by the Purchaser’s Attorneys.
The Purchaser and the Seller shall on request from the Purchaser’s Attorneys,
sign all documents required to be signed by the Purchaser’s Attorneys in order
that transfer of the Immovable Property, the Surface Right Permits and the
Servitudes may be effected.
	 
	12.6	 	Transfer of the New Order Mining Right into the name of the Purchaser shall be
effected by the Purchaser’s Attorneys at the Purchaser’s cost. The Purchaser
and the Seller shall on request from the Purchaser’s Attorneys sign all documents





					
	 	 	 	 	 
	 
	 	
	 	












 



22



	 	 	required to be signed by the Purchaser’s Attorneys in order that transfer of the
New Order Mining Right may be effected.
	 
	12.7	 	If the Seller fails to sign and execute any document referred to in this clause 12
within 5 (five) business days of any written request therefor by the Purchaser, the
Seller hereby irrevocably appoints the Purchaser as its attorney and agent in rem suam
to do all such things and sign and execute any documents on its behalf to procure the
relevant transfer or registration.






	13	 	VALUE OF SPECIFIED ASSETS






	13.1	 	The Specified Assets will be reviewed by the Parties on or as soon as possible
after the Condition Precedent Fulfilment Date. Should any of the Specified
Assets —






	13.1.1	 	which has a value of R10,000,000 (ten million rand) or more; and/or
	 
	13.1.2	 	which have an aggregate value of R10,000,000 (ten million rand) or more,






	 	 	have been removed from the North Business Area since the Applicable Date, the cost
of replacing such Specified Assets will be agreed between the Parties or, failing
agreement within 48 (forty eight) hours, be determined by the Independent Auditors
(acting as experts and not as arbitrators) at the request of either of the
Parties.






	13.2	 	If and to the extent that the Purchaser has not notified the Seller that it is of the
view that any of the Specified Assets —






	13.2.1	 	which has a value of R10,000,000 (ten million rand) or more; and/or
	 
	13.2.2	 	which have an aggregate value of R10,000,000 (ten million rand) or more,







	 	 	has/have been removed from the North Business Area since the Applicable Date,
within 10 (ten) business days of the Condition Precedent Fulfilment Date, there
will be deemed not to have been any such removal.






	14	 	REVIEW OF BUILDINGS, FIXED ASSETS AND EQUIPMENT AND
INFRASTRUCTURE






	14.1	 	The condition of the Buildings, the Fixed Assets and the Equipment and
Infrastructure will be reviewed by the Parties on or as soon as possible after the
Condition Precedent Fulfilment Date. Should the condition of any of the
Buildings, the Fixed Assets or the Equipment and Infrastructure have deteriorated





					
	 	 	 	 	 
	 
	 	
	 	












 



23



		 	or been damaged (excluding fair wear and tear) since the Applicable Date, the cost of
restoring such Buildings, Fixed Assets and/or Equipment and Infrastructure to the same
condition it was in on the Applicable Date will be agreed between the Parties or, failing
agreement within 48 (forty eight) hours, be determined by the Independent Auditors (acting
as experts and not as arbitrators) at the request of any of the Parties.
	 
	14.2	 	If and to the extent that the Purchaser has not notified the Seller that it is of the
view that there has been deterioration or damage as contemplated in clause 14.1 within 10
(ten) business days after the Condition Precedent Fulfilment Date, there will be deemed
not to have been any such deterioration or damage.






	15	 	BUSINESS LIABILITIES
	 
	 	 	The Seller hereby acknowledges and agrees that the Sale specifically excludes the Business
Liabilities.
	 
	16	 	REHABILITATION LIABILITIES






	16.1	 	The Seller hereby delegates the Rehabilitation Liabilities to the Purchaser, and
the Purchaser hereby assumes the Rehabilitation Liabilities, with effect from the
Effective Date.
	 
	16.2	 	The Seller will, as soon as possible after the Effective Date, and in any event by
no later than 60 (sixty) business days thereafter, procure the transfer of an
amount of R10,308,235 (ten million three hundred and eight thousand two
hundred and thirty five rand) from the Rehabilitation Fund to the Avgold Nature
Conservation Fund, together with 60.85% (sixty point eight five percent) of any
growth in such amount between the Signature Date and the date of transfer of
the amount.
	 
	16.3	 	The Seller warrants that, as at 21 July 2009, the amount standing to the credit of
the Rehabilitation Fund is not less than R16,940,402.96 (sixteen million nine
hundred and forty thousand four hundred and two rand and ninety six cents).






	17	 	CONDUCT OF NORTH BUSINESS AND MANAGEMENT






	17.1	 	The Seller shall procure that, from the Signature Date until the Effective Date, to the
extent that all or any part of the North Business is carried on in any manner whatsoever that
it will be carried on in substantially the usual and ordinary course, and the Seller shall
not enter into any contract or commitment or do





					
	 	 	 	 	 
	 
	 	
	 	












 



24



	 	 	anything which, in any such case, is out of the ordinary or usual course of the North
Business, without obtaining the prior written consent of the Purchaser, which consent may
not be unreasonably withheld or delayed. In particular, but without limitation to the
generality of the aforegoing, the Seller undertakes that from the Signature Date until the
Effective Date it will not —






	17.1.1	 	alter the existing nature or scope of the North Business;
	 
	17.1.2	 	manage the North Business otherwise than in accordance with its business
and trading policies and practices up to the Signature Date, except as may be
necessary to comply with any statutory changes;
	 
	17.1.3	 	remove any of the Sale Assets (or any part thereof) from the North Business
Area for any reason whatsoever, or allow anyone else to so remove any of the
Sale Assets (or any part thereof);
	 
	17.1.4	 	enter into any transaction in respect of or in connection with the North
Business other than on arms’-length terms and for full and proper
consideration;
	 
	17.1.5	 	dispose of or enter into any agreement to dispose of (whether by one
transaction or by a series of transactions) the whole or any substantial or
material part of the North Business;
	 
	17.1.6	 	incur or agree to incur any capital expenditure in respect of or in connection
with the North Business other than in the normal course of business;
	 
	17.1.7	 	enter into or agree to enter into any joint venture, partnership or agreement or
other venture in respect of or in connection with the North Business for the
sharing of profits or assets;
	 
	17.1.8	 	enter into or agree to enter into any death, retirement, profit-sharing, bonus,
share option, share incentive or other scheme for the benefit of any of the
Employees or make any variation (including, but without limitation, any
increase in the rates of contribution) to any such existing scheme or effect any
keyman insurance;
	 
	17.1.9	 	commence, compromise or discontinue any legal, administrative, regulatory or
arbitration proceedings (other than routine debt collection) in respect of or in
connection with the North Business; or
	 
	17.1.10	 	make or agree to any amendment, variation, deletion, addition, renewal or





					
	 	 	 	 	 
	 
	 	
	 	

















 






25





	 	 	extension to or of, terminate or give any notice or intimation of termination of
or breach or fail to comply with the terms of any of the Material Contracts.






	17.2	 	The Seller shall, between the Signature Date and the Effective Date, keep the
Purchaser appraised of all and any material decisions which the Seller intends to
make in respect of the North Business, it being specifically recorded and agreed
that nothing in this clause 17 shall entitle the Purchaser to determine and/or
materially influence any such material decision, it being recorded, for the
avoidance of doubt, that the Purchaser shall not be entitled to manage and/or
control the North Business or any part thereof, in any way before the Effective
Date.
	 
	17.3	 	The Seller shall procure that the Purchaser and its employees, agents,
representatives and advisers have full and unrestricted access to the Sale Assets
at all times between the Signature Date and the Effective Date for planning
purposes and to monitor compliance by the Seller with the provisions of
clause 11.
	 
	17.4	 	The Seller shall, between the Signature Date and the Effective Date, deliver
copies of all notices, reports, plans and correspondence created or received by it
and/or the Liquidators and which materially affect the Sale Assets to the
Purchaser.






	18	 	WARRANTIES BY THE SELLER






	18.1	 	The Seller hereby warrants to and in favour of the Purchaser that —






	18.1.1	 	the Seller is the sole and beneficial owner of the Sale Assets (other than the
Surface Right Permits) and the Liquidators have the right and are able to sell
and give free and unencumbered title to the Sale Assets to the Purchaser;
	 
	18.1.2	 	the Seller is the beneficial holder of the Surface Right Permits, same being
registered in the names of Free State Consolidated Gold Mines (Operations)
Limited or Freddies Consolidated Mines Limited, as the case may be, and the
Seller and the Liquidators will use their best endeavours to give free and
unencumbered title to the Surface Right Permits to the Purchaser; and
	 
	18.1.3	 	subject to the fulfilment of the Conditions Precedent, no person has any right
(whether pursuant to any option, right of first refusal or otherwise) to purchase
or acquire (whether as security or otherwise) any of the Sale Assets other than
the right to purchase trading stock in the normal course of business for value.





					
	 	 	 	 	 
	 
	 	
	 	












 



26



	18.2	 	Each Warranty will —






	18.2.1	 	be a separate Warranty and will in no way be limited or restricted by reference
to or inference from the terms of any other Warranty or by any other words in
this Agreement;
	 
	18.2.2	 	unless the context indicates a contrary intention, be given as at the Signature
Date and the Effective Date; and
	 
	18.2.3	 	continue and remain in force notwithstanding the completion of the Sale.






	18.3	 	It is recorded that the Purchaser has entered into this Agreement on the strength
of the Warranties and on the basis that the Warranties will be correct on the
Signature Date and the Effective Date.
	 
	18.4	 	Save for the Warranties and representations expressly given or made in this
Agreement, no warranties or representations are given or made, in respect of the
Sale Assets, or any other matter whatsoever, whether express, tacit or implied,
and the Sale Assets are being sold on a voetstoots basis.






	19	 	GENERAL WARRANTIES






	19.1	 	Each of the Parties hereby warrants to and in favour of the other that —






	19.1.1	 	it has the legal capacity and has taken all necessary corporate action required
to empower and authorise it to enter into this Agreement;
	 
	19.1.2	 	this Agreement constitutes an agreement valid and binding on it and
enforceable against it in accordance with its terms;
	 
	19.1.3	 	the execution of this Agreement and the performance of its obligations
hereunder does not and shall not —






	19.1.3.1	 	contravene any law or regulation to which that Party is subject;
	 
	19.1.3.2	 	contravene any provision of that Party’s constitutional documents; or
	 
	19.1.3.3	 	conflict with, or constitute a breach of any of the provisions of any other
agreement, obligation, restriction or undertaking which is binding on it.






	19.2	 	Each of the representations and warranties given by the Parties in terms of
clause 19.1, shall —






	19.2.1	 	be a separate warranty and will in no way be limited or restricted by inference





					
	 	 	 	 	 
	 
	 	
	 	












 



27



	 	 	from the terms of any other warranty or by any other words in this Agreement;
	 
	19.2.2	 	continue and remain in force notwithstanding the completion of any or all the
transactions contemplated in this Agreement; and
	 
	19.2.3	 	prime facie be deemed to be material and to be a material representation
inducing the other Parties to enter into this Agreement.






	20	 	EMBARGO
	 
	 	 	The Seller undertakes that during the period from the Signature Date to the Effective
Date or until the failure of this Agreement to become unconditional in terms of clause
4 or to it being finally terminated for any reason (i.e. the termination is not, or is
no longer, the subject of any dispute resolution process) it will not enter into any
negotiation with, or seek to solicit any interest from, any third party in relation to
the sale of the North Business, the Sale Assets or any part thereof, whether directly
or indirectly.
	 
	21	 	CONFIDENTIALITY






	21.1	 	The Parties undertake that during the operation of, and after the expiration,
termination or cancellation of, this Agreement for any reason, they will keep
confidential —






	21.1.1	 	any information which a Party (“Disclosing Party”) communicates to the
other Party (“Recipient”) and which is stated to be or by its nature is intended
to be confidential;
	 
	21.1.2	 	all other information of the same confidential nature concerning the North
Business or the business of a Disclosing Party which comes to the knowledge
of the Recipient whilst it is engaged in negotiating the terms of this Agreement
or after its conclusion, including —






	21.1.2.1	 	details of the Disclosing Party’s financial structures and operating results;
and
	 
	21.1.2.2	 	details of the Disclosing Party’s strategic objectives and planning.






	21.2	 	If a Recipient is uncertain about whether any information is to be treated as
confidential in terms of this clause 21, it shall be obliged to treat it as such
until
written clearance is obtained from the Disclosing Party.
	 
	21.3	 	Each Party undertakes, subject to clause 21.4, not to disclose any information





					
	 	 	 	 	 
	 
	 	
	 	












 



28



	 	 	which is to be kept confidential in terms of this clause 21, nor to use such
information for its own or anyone else’s benefit.
	 
	21.4	 	Notwithstanding the provisions of clause 21.3, a Recipient shall be entitled to
disclose any information to be kept confidential if and to the extent only that the
disclosure is bona fide and necessary for the purposes of carrying out its duties in
terms of this Agreement.
	 
	21.5	 	The obligation of confidentiality placed on the Parties in terms of this clause 21
shall cease to apply to a Recipient in respect of any information which —






	21.5.1	 	is or becomes generally available to the public other than by the negligence or
default of the Recipient or by the breach of this Agreement by the Recipient;
	 
	21.5.2	 	the Disclosing Party confirms in writing is disclosed on a non-confidential
basis;
	 
	21.5.3	 	has lawfully become known by or come into the possession of the Recipient
on a non-confidential basis from a source other than the Disclosing Party
having the legal right to disclose same, provided that such knowledge or
possession is evidenced by the written records of the Recipient existing at the
Signature Date; or
	 
	21.5.4	 	is disclosed pursuant to a requirement or request by operation of law,
regulation or court order, to the extent of compliance with such requirement or
request only and not for any other purpose,






	 	 	provided that —






	21.5.5	 	the onus shall at all times rest on the Recipient to establish that information
falls within the exclusions set out in clauses 21.5.1 to 21.5.4;
	 
	21.5.6	 	information will not be deemed to be within the foregoing exclusions merely
because such information is embraced by more general information in the
public domain or in the Recipient’s possession; and
	 
	21.5.7	 	any combination of features will not be deemed to be within the foregoing
exclusions merely because individual features are in the public domain or in
the Recipient’s possession, but only if the combination itself and its principle of
operation are in the public domain or in the Recipient’s possession.






	21.6	 	In the event that the Recipient is required to disclose confidential information of





					
	 	 	 	 	 
	 
	 	
	 	












 



29



	 	 	the Disclosing Party as contemplated in clause 21.5.4, the Recipient will —






	21.6.1	 	advise the Disclosing Party thereof in writing prior to disclosure, if possible;
	 
	21.6.2	 	take such steps to limit the disclosure to the minimum extent required to
satisfy such requirement and to the extent that it lawfully and reasonably can;
	 
	21.6.3	 	afford the Disclosing Party a reasonable opportunity, if possible, to intervene in
the proceedings;
	 
	21.6.4	 	comply with the Disclosing Party’s reasonable requests as to the manner and
terms of any such disclosure; and
	 
	21.6.5	 	notify the Disclosing Party of the recipient of, and the form and extent of, any
such disclosure or announcement immediately after it is made.






	22	 	PUBLICITY






	22.1	 	Subject to clause 22.3, each Party undertakes to keep confidential and not to
disclose to any third party, save as may be required in law (including, where
applicable, by the rules of any securities exchange on which the shares of either
of the Parties, or the shares of a holding company of either of the Parties, may be
listed) or permitted in terms of this Agreement, the nature, content or existence of
this Agreement.
	 
	22.2	 	No announcements of any nature whatsoever will be made by or on behalf of a
Party relating to this Agreement without the prior written consent of the other
Parties, save for any announcement or other statement required to be made in
terms of the provisions of any law (or, where applicable, by the rules of any
securities exchange on which the shares of either of the Parties, or the shares of
a holding company of either of the Parties, may be listed), in which event the
Party obliged to make such statement will first consult with the other Parties in
order to enable them in good faith to attempt to agree the content of such
announcement, which (unless agreed) must go no further than is required in
terms of such law or rules. This will not apply to a Party wishing to respond to
any other Party which has made an announcement of some nature in breach of
this clause.
	 
	22.3	 	This clause 22 shall not apply to any disclosure made by a Party to its
professional advisors or consultants, provided that they have agreed to the same
confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in





					
	 	 	 	 	 
	 
	 	
	 	












 



30



	 	 	connection with any matter relating to this Agreement or arising out of it.






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






	24.1	 	If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to
remedy such breach within 5 (five) business days (“Notice Period”) of written
notice requiring the breach to be remedied, then the Party giving the notice
(“Aggrieved Party”) will be entitled, at its option to —






	24.1.1	 	claim immediate specific performance of all or any of the Defaulting Party’s
obligations under this Agreement, with or without claiming damages, whether
or not such obligation has fallen due for performance; or
	 
	24.1.2	 	cancel this Agreement, with or without claiming damages, in which case
written notice of the cancellation shall be given to the Defaulting Party, and the
cancellation shall take effect on the giving of the notice.






	24.2	 	It is agreed that a breach of any of the Related Agreements by any of the parties
to those agreements, and a failure to remedy any such breach in the time period
provided therefore, shall ipso facto constitute a breach of this Agreement entitling
any Party to exercise the rights set out in this clause 24, provided that the Party
exercising such rights is not the party which is in breach of the relevant Related
Agreement.
	 
	24.3	 	In the event that the —






	24.3.1	 	Plant Sale Agreement is terminated as a result of the occurrence of a Trigger
Event (as defined in that agreement); and/or
	 
	24.3.2	 	South Sale Agreement is terminated as a result of the occurrence of a Trigger
Event (as defined in that agreement) or, at any time prior to the
implementation of all or any part of the South Sale Agreement, in accordance
with the provisions of clause 11.3.3 of that agreement,





					
	 	 	 	 	 
	 
	 	
	 	












 



31



	 	 	the Purchaser shall be entitled to forthwith terminate this Agreement on written notice
to the Seller.
	 
	24.4	 	The Aggrieved Party’s remedies in terms of this clause 24 are without prejudice to any
other remedies to which the Aggrieved Party may be entitled in law.






	25	 	DISPUTE RESOLUTION






	25.1	 	In the event of there being any dispute or difference between the Parties arising
out of this Agreement, the said dispute or difference shall on written demand by
any Party be submitted to arbitration in Johannesburg in accordance with the
AFSA rules, which arbitration shall be administered by AFSA.
	 
	25.2	 	Should AFSA, as an institution, not be operating at that time or not be accepting
requests for arbitration for any reason, then the arbitration shall be conducted in
accordance with the AFSA rules for commercial arbitration (as last applied by
AFSA) before an arbitrator appointed by agreement between the parties to the
dispute or failing agreement within 10 (ten) business days of the demand for
arbitration, then any party to the dispute shall be entitled to forthwith call upon the
chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided
that the person so nominated shall be an advocate of not less than 10 (ten) years
standing as such. The person so nominated shall be the duly appointed
arbitrator in respect of the dispute. In the event of the attorneys of the parties to
the dispute failing to agree on any matter relating to the administration of the
arbitration, such matter shall be referred to and decided by the arbitrator whose
decision shall be final and binding on the Parties.
	 
	25.3	 	Any party to the dispute may appeal the decision of the arbitrator or arbitrators in
terms of the AFSA rules for commercial arbitration.
	 
	25.4	 	Nothing herein contained shall be deemed to prevent or prohibit any Party from
applying to the appropriate court for urgent relief or for judgment in relation to a
liquidated claim.
	 
	25.5	 	Any arbitration in terms of this clause 25 (including any appeal proceedings) shall
be conducted in camera and the Parties shall treat as confidential details of the
dispute submitted to arbitration, the conduct of the arbitration proceedings and
the outcome of the arbitration.
	 
	25.6	 	This clause 25 will continue to be binding on the Parties notwithstanding any
termination or cancellation of the Agreement.





					
	 	 	 	 	 
	 
	 	
	 	












 



32



	25.7	 	The Parties agree that the written demand by any Party to the dispute in terms of
clause 25.1 that the dispute or difference be submitted to arbitration, is to be deemed
to be a legal process for the purpose of interrupting extinctive prescription in terms
of the Prescription Act, 1969.






	26	 	NOTICES AND DOMICILIA






	26.1	 	The Parties select as their respective domicilia citandi et executandi the following
physical addresses, and for the purposes of giving or sending any notice provided for or
required under this Agreement, the said physical addresses as well as the following telefax
numbers —





	 	 	 	 	 
	Name	 	Physical Address	 	Telefax
	Seller

	 	c/o Knowles Husain

Lindsay Attorneys

4th Floor, The Forum

2 Maude Street

Sandown, Sandton
	 	+27 11 669 6299







	 	 	Marked for the attention of: Ian Lindsay





	 	 	 	 	 
	Name	 	Physical Address	 	Telefax
	Purchaser and Harmony

	 	Block 27

Randfontein Office Park 

Corner Main Reef Road &

Ward Avenue 

Randfontein 

Republic of South Africa
	 	+27 11 684 0188







	 	 	Marked for the attention of: The Company Secretary
	 
	 	 	provided that a Party may change its domicilium or its address for the purposes of
notices to any other physical address or telefax number in the Republic of South Africa
by written notice to the other Parties to that effect. Such change of address will be
effective 5 (five) business days after receipt of the notice of the change.
	 
	26.2	 	All notices to be given in terms of this Agreement will be given in writing, in English,
and will —






	26.2.1	 	be delivered by hand or sent by telefax;
	 
	26.2.2	 	if delivered by hand during business hours, be presumed to have been
received on the date of delivery. Any notice delivered after business hours or
on a day which is not a business day will be presumed to have been received
on the following business day; and





					
	 	 	 	 	 
	 
	 	
	 	

















 






33




	26.2.3	 	if sent by telefax during business hours, be presumed to have been
received on the date of successful transmission of the telefax. Any telefax sent
after business hours or on a day which is not a business day will be presumed to
have been received on the following business day.






	26.3	 	Notwithstanding the above, any notice given in writing in English, and actually
received by the Party to whom the notice is addressed, will be deemed to have
been properly given and received, notwithstanding that such notice has not been
given in accordance with this clause.
	 
	26.4	 	The Parties record that whilst they may correspond via email during the currency
of this Agreement for operational reasons, no formal notice required in terms of
this Agreement, nor any amendment of or variation to this Agreement may be
given or concluded via email.






	27	 	BENEFIT OF THE AGREEMENT
	 
	 	 	This Agreement will also be for the benefit of and be binding upon the successors in
title and permitted assigns of the Parties or any of them.
	 
	28	 	APPLICABLE LAW AND JURISDICTION






	28.1	 	This Agreement will in all respects be governed by and construed under the laws
of the Republic of South Africa.
	 
	28.2	 	For the purpose of clause 25.4 or for the purpose of making the arbitration award
an order of court, the Parties hereby consent and submit to the non-exclusive
jurisdiction of the North Gauteng High Court, Pretoria in any dispute arising from
or in connection with this Agreement. The Parties agree that any costs awarded
will be recoverable on an attorney-and-own-client scale unless the Court
specifically determines that such scale shall not apply, in which event, subject to
any specific determination by the Court, the costs will be recoverable in
accordance with the High Court tariff, determined on an attorney-and-client scale.






	29	 	GENERAL






	29.1	 	This Agreement constitutes the whole of the agreement between the Parties
relating to the matters dealt with herein and, save to the extent otherwise
provided herein, no undertaking, representation, term or condition relating to the
subject matter of this Agreement not incorporated in this Agreement shall be
binding on any of the Parties.





					
	 	 	 	 	 
	 
	 	
	 	












 



34



	29.2	 	No addition to or variation, deletion, or agreed cancellation of all or any clauses
or provisions of this Agreement will be of any force or effect unless in writing and
signed by the Parties.
	 
	29.3	 	No waiver of any of the terms and conditions of this Agreement will be binding or
effectual for any purpose unless in writing and signed by the Party giving the
same. Any such waiver will be effective only in the specific instance and for the
purpose given. Failure or delay on the part of any Party in exercising any right,
power or privilege hereunder will not constitute or be deemed to be a waiver
thereof, nor will any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise of any other right,
power or privilege.
	 
	29.4	 	All provisions and the various clauses of this Agreement are, notwithstanding the
manner in which they have been grouped together or linked grammatically,
severable from each other. Any provision or clause of this Agreement which is or
becomes unenforceable in any jurisdiction, whether due to voidness, invalidity,
illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction
only and only to the extent that it is so unenforceable, be treated as pro non
scripto and the remaining provisions and clauses of this Agreement shall remain
of full force and effect. The Parties declare that it is their intention that this
Agreement would be executed without such unenforceable provision if they were
aware of such unenforceability at the time of execution hereof.
	 
	29.5	 	Neither this Agreement nor any part, share or interest herein nor any rights or
obligations hereunder may be ceded, delegated or assigned by any Party without
the prior written consent of the other Parties, save as otherwise provided herein.
	 
	29.6	 	This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
Agreement as at the date of signature of the Party last signing one of the
counterparts.






	30	 	COSTS
	 
	 	 	Each Party will bear and pay its own legal costs and expenses of and incidental to
the negotiation, drafting, preparation and implementation of this Agreement. For the
purposes of clarity and without limiting the generality of the aforegoing, it is agreed
that the Purchaser shall bear all costs of and incidental to the fulfilment of the
Conditions Precedent contained in clauses 4.1.3 and 4.1.12.





					
	 	 	 	 	 
	 
	 	
	 	












 



35



	31	 	SIGNATURE
	 
	 	 	Signed on behalf of the Parties, each signatory hereto warranting that he/she has due
authority to do so.




SIGNED at SANDTON on 8 SEPTEMBER 2009




	 	 	 	 	 

	 

	 	For and on behalf of 
PAMODZI GOLD FREE
STATE 
(PROPRIETARY) LIMITED (IN

PROVISIONAL LIQUIDATION)
	 	 
	 
	 	 	 	 
	 

	 		 	 
	 

	 	 	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	JOINT PROVISIONAL LIQUIDATORS	 	 
	 

	 	 	 	 
	 

	 	(UNDER POWER OF ATTORNEY)

Name of Signatory	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Designation of Signatory	 	 





SIGNED at SANDTON on 8 SEPTEMBER 2009




	 	 	 	 	 

	 

	 	For and on behalf of

AVGOLD LIMITED
	 	 
	 
	 	 	 	 
	 

	 		 	 
	 

	 	 	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 

	 	R.A.L. Atkinson	 	 
	 

	 	 	 	 
	 

	 	Name of Signatory	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 

	 	 	 	 
	 

	 	Designation of Signatory	 	 






					
	 	 	 	 	 
	 
	 	
	 	












 



36

SIGNED at SANDTON on 8 SEPTEMBER 2009




	 	 	 	 	 

	 

	 	For and on behalf of

HARMONY GOLD MINING COMPANY
LIMITED
	 	 
	 
	 	 	 	 
	 

	 		 	 
	 

	 	 	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 

	 	R.A.L. Atkinson	 	 
	 

	 	 	 	 
	 

	 	Name of Signatory	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 

	 	 	 	 
	 

	 	Designation of Signatory	 	 






					
	 	 	 	 	 
	 
	 	
	 	

















 





			
	WESTRUST (PTY) LTD 

1st FLOOR 

41 CENTRAL STREET 

HOUGHTON 

2198
	 	P O BOX 10527

JOHANNESBURG

2000

TEL: (011) 728 3222






POWER OF ATTORNEY TO ADMINISTER ESTATES




I, the undersigned,




ALLAN DAVID PELLOW




do hereby nominate constitute and appoint




GAVIN CECIL GAINSFORD




In the following Estates :




Pamodzi Gold Free State (Pty) Limited (in Liquidation)

Master’s Reference No. T2258/09

Pamodzi Gold East Rand (Pty) Limited (In Liquidation)

Master’s Reference No. T2257/09




Irrevocably and in rem suam, jointly and severally with Power of Substitution, to be my
lawful Attorney and Agent in my name, place and stead to appear before the Master of the
High Court, or before any Magistrate, at his or their offices, likewise before any
Commissioner, and to appear at all Meetings of Creditors to be held in Insolvent Estates and
Companies in Liquidation and then and there, on my behalf to file and prove claims against
the said Estate, to vote for me in the election of a Trustee or Liquidator, to accept
appointments on my behalf, to administer the Estates and prepare and sign liquidation
accounts, reports and any other documents and further to represent me in all matters or
things relating to the administration of said Estates, including the right to vote on an
Offer of Compromise and generally for effecting the purpose aforementioned to do or cause to
be done whatsoever will be requisite, as fully and effectually, to all intents and purposes
as I might or could do if personally present and acting herein; hereby ratifying, allowing
and confirming and promising and agreeing to ratify, allow and confirm all and whatsoever my
said Attorney or Agent shall lawfully do or cause to be done in the premises by virtue of
these premises.




GIVEN UNDER MY HAND AT JOHANNESBURG THIS 19 DAY OF AUGUST 2009 in the presence of the
undersigned witnesses.




WITNESSES:




	 	 	 	 	 

	1.
	 		 	 
	 
	 	 	 	 
	2.

	 	
	 	






 









 





ANNEXURE “1”




PLAN AND COORDINATES




					
	 	 	 	 	 
	 
	 	
	 	






 









 
















 









 








MINING LEASE BOUNDARY COORDINATES PRESIDENT STEYN NORTH




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	L0 27	 	WGS 84 Lo 27	 	Latitude WGS 84	 	Longitude WGS 84	 
	 	 	Y	 	 	X	 	 	Y	 	 	X	 	 	dd	 	 	mm	 	 	ss.ssss	 	 	dd	 	 	mm	 	 	ss.ssss	 
	WE1
	 	 	37379.681	 	 	 	3075384.090	 	 	 	37415.399	 	 	 	3075677.034	 	 	 	27	 	 	 	47	 	 	 	38.5932	 	 	 	26	 	 	 	37	 	 	 	13.2087	 
	KD1
	 	 	36886.681	 	 	 	3075715.990	 	 	 	36922.399	 	 	 	3076008.934	 	 	 	27	 	 	 	47	 	 	 	49.4243	 	 	 	26	 	 	 	37	 	 	 	31.1808	 
	BN3
	 	 	33215.830	 	 	 	3078190.600	 	 	 	33251.548	 	 	 	3078483.544	 	 	 	27	 	 	 	49	 	 	 	10.1591	 	 	 	26	 	 	 	39	 	 	 	45.0309	 
	MG1
	 	 	32801.181	 	 	 	3078470.090	 	 	 	32836.899	 	 	 	3078763.034	 	 	 	27	 	 	 	49	 	 	 	19.2753	 	 	 	26	 	 	 	40	 	 	 	0.1538	 
	I
	 	 	31688.178	 	 	 	3079220.268	 	 	 	31723.896	 	 	 	3079513.212	 	 	 	27	 	 	 	49	 	 	 	43.7418	 	 	 	26	 	 	 	40	 	 	 	40.7500	 
	MA1
	 	 	30743.241	 	 	 	3080014.792	 	 	 	30778.959	 	 	 	3080307.736	 	 	 	27	 	 	 	50	 	 	 	9.6317	 	 	 	26	 	 	 	41	 	 	 	15.2054	 
	MB1
	 	 	30753.241	 	 	 	3080413.792	 	 	 	30788.959	 	 	 	3080706.736	 	 	 	27	 	 	 	50	 	 	 	22.5926	 	 	 	26	 	 	 	41	 	 	 	14.8028	 
	MC1
	 	 	30942.241	 	 	 	3082113.792	 	 	 	30977.959	 	 	 	3082406.736	 	 	 	27	 	 	 	51	 	 	 	17.8023	 	 	 	26	 	 	 	41	 	 	 	7.7365	 
	MD1
	 	 	30756.241	 	 	 	3083918.792	 	 	 	30791.959	 	 	 	3084211.736	 	 	 	27	 	 	 	52	 	 	 	16.4539	 	 	 	26	 	 	 	41	 	 	 	14.3665	 
	ME1
	 	 	31851.241	 	 	 	3083672.792	 	 	 	31886.959	 	 	 	3083965.736	 	 	 	27	 	 	 	52	 	 	 	8.3701	 	 	 	26	 	 	 	40	 	 	 	34.3619	 
	MF1
	 	 	31832.241	 	 	 	3083823.792	 	 	 	31867.959	 	 	 	3084116.736	 	 	 	27	 	 	 	52	 	 	 	13.2771	 	 	 	26	 	 	 	40	 	 	 	35.0419	 
	MH1
	 	 	32660.241	 	 	 	3084578.792	 	 	 	32695.959	 	 	 	3084871.736	 	 	 	27	 	 	 	52	 	 	 	37.7315	 	 	 	26	 	 	 	40	 	 	 	4.6993	 
	MJ1
	 	 	33354.241	 	 	 	3084405.792	 	 	 	33389.959	 	 	 	3084698.736	 	 	 	27	 	 	 	52	 	 	 	32.0499	 	 	 	26	 	 	 	39	 	 	 	39.3459	 
	MK1
	 	 	33211.241	 	 	 	3085040.792	 	 	 	33246.959	 	 	 	3085333.736	 	 	 	27	 	 	 	52	 	 	 	52.6908	 	 	 	26	 	 	 	39	 	 	 	44.5096	 
	ML1
	 	 	33950.241	 	 	 	3085208.792	 	 	 	33985.959	 	 	 	3085501.736	 	 	 	27	 	 	 	52	 	 	 	58.0815	 	 	 	26	 	 	 	39	 	 	 	17.4752	 
	C
	 	 	34605.241	 	 	 	3082375.792	 	 	 	34640.959	 	 	 	3082668.736	 	 	 	27	 	 	 	51	 	 	 	25.9902	 	 	 	26	 	 	 	38	 	 	 	53.8260	 
	PP7
	 	 	35248.381	 	 	 	3082414.390	 	 	 	35284.099	 	 	 	3082707.334	 	 	 	27	 	 	 	51	 	 	 	27.1835	 	 	 	26	 	 	 	38	 	 	 	30.3147	 
	WE1
	 	 	37379.681	 	 	 	3075384.090	 	 	 	37415.399	 	 	 	3075677.034	 	 	 	27	 	 	 	47	 	 	 	38.5932	 	 	 	26	 	 	 	37	 	 	 	13.2087	 















 









 








ANNEXURE “2”




IMMOVABLE PROPERTY





	•	 	Portion 2 (Portion of Portion 1) of the Farm Weltevreden No. 205, District
Odendaalsrus, Free State Province, in extent of 63,2853 hectares, held under Title
Deed No T35822/2001.
	 
	•	 	Portion 2 (Portion of Portion 1) of The Farm Spes Bona No. 210, District
Odendaalsrus, Free State Province, in extent of 67,3347 hectares, held under Title
Deed No T35822/2001.
	 
	•	 	Portion 3 of the Farm Spes Bona No. 210, District Odendaalsrus, Free State Province,
in extent of 200,3034 hectares, held under Title Deed No T35822/2001.
	 
	•	 	Remaining Extent of the Farm Van Den Hevers Rust No. 410, District Odendaalsrus,
Free State Province, in extent of 537,7563 hectares, held under Title Deed No
T35822/2001.





					
	 	 	 	 	 
	 
	 	
	 	






 









 






ANNEXURE “3”




SPECIFIED ASSETS




					
	 	 	 	 	 
	 
	 	
	 	







 











 










	 	 	 	 	 	 	 
	Shaft / Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Loraine 3#

	 	Man Winder
	 	As per the original audit
	 	Condition remained the same as in the original audit
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Barlows Winder
	 	As per the original audit
	 	Condition remained the same as in the original audit
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Rock Winder Surface
	 	As per the original audit
	 	Condition remained the same as in the original audit
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Man Winder Spare Rope
	 	As per the original audit
	 	Condition remained the same as in the original audit
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Sheave wheels
	 	As per the original audit
	 	Condition remained the same as in the original audit













 









 













	 	 	 	 	 	 	 
	Shaft / Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Loriane 3#

	 	Main Fans
	 	3 x Units
	 	Condition remained the same as in the
original audit
	 
	 	 	 	 	 	 
	Loriane 3#

	 	Main Fans substation
	 	Building with switchgear and transformer outside
	 	Working condition, busbars were
replaced since previous audit
	 
	 	 	 	 	 	 
	Loriane 3#

	 	Compressor
	 	As per the original audit
	 	Condition remained the same as in the
original audit. Found building to be
locked and secured.
	 
	 	 	 	 	 	 
	Loriane 3#

	 	Compressor
	 	As per the original audit
	 	Condition remained the same as in the
original audit. Found building to be
locked and secured.














 









 













	 	 	 	 	 	 	 
	Shaft / Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Loriane 3 #

consumer substation

	 	Main consumer
substation
	 	Building with switchgear
	 	Condition remained the same as in the
original audit. Found area locked and under
alarm security.














 









 













	 	 	 	 	 	 	 
	Shaft/ Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Loraine 3#

	 	Office Blocks
	 	Various office buildings in Concrete brick
	 	Good.
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Change house
	 	One building compartmentalised into
several cloak rooms.
	 	Good.
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Lamp room
	 	This area was screened and locked and all
racks was in place with all lamps removed
	 	Removed from racks due to security reasons
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Workshops
	 	Various shops with the riggershop been
burnt down
	 	Remained in the same condition as in the original audit
	 
	 	 	 	 	 	 
	Loraine 3#

	 	Stores
	 	1 Stores building.
	 	Good.














 









 













	 	 	 	 	 	 	 
	Shaft /	 	 	 	 	 	 
	Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Freddies 9#

	 	Man Winder (WP
2167A)
	 	2 x 2100 hp GEC DC double drum
	 	Good
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Service Winder
	 	250 hp. single drum
	 	Poor — stripped and
without rope or cage. No
change since previous
visit
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Rock Winder (WP
2157A)
	 	2 x 2100 hp GEC DC double drum
	 	Good
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Man and Rock
	 	One spare set motor bearings
	 	Fair
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Man and Rock
	 	One spare motor
	 	Good
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Man and Rock
	 	6 x spare safety detaching
hooks-working life unknown
	 	Fair — working life unknown
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Man Winder
	 	One spare conveyance-not reconditioned
	 	Poor














 









 













	 	 	 	 	 	 	 
	Shaft / Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Freddies 9#

	 	Main Fan No. 1
	 	2000 kw
	 	2000 kw-switchgear, transformers and supply
cables stripped. Damage due to stripping
increased by 50% since three months ago.
Mechanicaly good
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Main Fan No. 2
	 	2000 kw
	 	2000 kw-switchgear, transformers and supply
cables stripped. Damage due to stripping
increased by 50% since three months ago.
Mechanicaly good
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Fan impeller
	 	Spare
	 	Good
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Compressor
	 	25000 cfm vwt 809
	 	Basement flooded, switchgear stripped,
top cooler missing, but no change since
previous visit.
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Compressor
	 	25000 cfm vwr 565
	 	25000 cfm vwr 565 3600 kw —  basement
flooded, switchgear stripped, but no change
since previous visit
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Compressor cosumer
sub station
	 	1 and 2 Meterpanel
	 	8 x GEC Alstom breakers missing. No change
since previous visit. Rest of sub in good
condition.














 









 













	 	 	 	 	 	 	 
	Shaft / Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Freddies 9#

	 	Panels & Switchgear
	 	1 and 2 Meterpanel
	 	No. 2 meterpanel cables stolen from
Eskom. Tie feeders between No. 1 and No. 2
panel stolen. No change.
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Main Feeders
	 	2 x 95 mm2 shaft feeders, 1 x 95 mm2
surface infrastructure, 2 x 150 mm2
man hoist feeders only.
	 	Good, but feeders to the other machinery all
stolen. No change
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Interconnectors
with other shafts
	 	Nil	 	 
	 
	 	 	 	 	 	 
	Freddies 9#

	 	powerfactor
correction
equipment
	 	Two banks
	 	Poor. Stripped — no change since previous visit














 









 













	 	 	 	 	 	 	 
	Shaft / Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Freddies 9#

	 	Office Blocks
	 	Three blocks
	 	Fair. No change since previous visit.
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Change house
	 	Newly built
	 	Newly built, but badly vandalized. No
change since previous visit.
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Lamp room
	 	Small with offices
	 	Fair. Couple of racks with two chargers. No
lamps. No change
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Workshops
	 	Three blocks
	 	Fair, but no change
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Stores
	 	One
	 	Fair, but no change












 









 













	 	 	 	 	 	 	 
	Shaft / Location	 	Asset Name	 	Asset Description	 	Asset Condition
	Freddies 9#

	 	Fridgeplant 1
	 	Hitachi 2200 kw
	 	Poor. Compressor stolen, switchgear and
supply cables stripped, Gas not converted. No
change.
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Fridgeplant 2
	 	Hitachi 2200 kw
	 	Poor. Switchgear and supply cables stripped.
Gas not converted. No change
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Bulk air cooler
	 	One
	 	Fair, but no change
	 
	 	 	 	 	 	 
	Freddies 9#

	 	Cooling towers
	 	 	 	Poor












 











 





ANNEXURE “4”




SURFACE RIGHT PERMITS




STEYN 7 AND 9 SHAFTS



	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	Two rights of
way 50 Cape
Feet wide on
Kalkkuil 153
and Erfdeel
198, district
Odendaalsrus

	 	0 1/52
	 	SR 18
	 	None
	 	Freddies Consolidated Mines Limited
	 
	 	 	 	 	 	 	 	 
	Two rights of
way 50 Cape
Feet wide on
Kalkkuil 153
and Eva 127,
district
Odendaalsrus

	 	0 3/52
	 	SR 17
	 	None
	 	Freddies Consolidated Mines Limited
	 
	 	 	 	 	 	 	 	 
	Explosives
magazine with
fencing and
store yard
with fencing
on Ophir 405,
district
Odendaalsrus

	 	0 48/55
	 	SR 209
	 	None
	 	Free State Consolidated Gold Mines
(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	1.   Slimes
dam with
fencing

	 	0 56/56
	 	SR 263
	 	4831/2005
	 	Free State Consolidated Gold Mines
(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Slimes
water dam
with fencing
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.   Engineering
workshops
with fencing
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.   Second-hand
yard with
fencing on
Marthina’s
Gift 299,
district
Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mine road on
Dolly 404,
district
Odendaalsrus

	 	0 3/57
	 	SR 359
	 	4813/2005
	 	Free State Consolidated Gold Mines
(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Mine roads on
Paleis Heuvel
323, district
Odendaalsrus

	 	0 17/57
	 	SR 380
	 	4832/2005
	 	Free State Consolidated Gold Mines
(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Mine electric
power
sub-station
with fencing
on Mijannie
66

	 	0 82/56
	 	SR 344
	 	4279/2005
	 	Free State Consolidated Gold Mines
(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Mine roads
and a mine
railway
siding on
Paleis Heuvel
323 and
Kalkkuil 153,
district
Odendaalsrus

	 	0 18/57
	 	SR 358
	 	4707/2005
	 	Free State Consolidated Gold Mines
(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Mine road on
Dolly 404 nd
Ophir 405

	 	0 34/57
	 	SR 381
	 	4823/2005
	 	Free State Consolidated Gold Mines
(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Mine road on
Marthina’s
Gift 299,
Paleis Heuvel
323 and Dolly
404, district
Odendaalsrus

	 	0 48/57
	 	SR 366
	 	4742/2005
	 	Free State Consolidated Gold Mines
(Operations) Limited






					
	 	 	 	 	 
	 
	 	
	 	












 



 


Page 2



	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	Electric
power sub-station with
fencing on Marthina’s Gift
299, district Odendaalsrus

	 	0 62/57
	 	SR 389
	 	4833/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Simes dam with fencing on
Kalkkuil 153

	 	0 15/58
	 	SR 469
	 	4834/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Mine road on Marthina’s
Gift 299, district
Odendaalsrus

	 	0 27/58
	 	SR 468
	 	4820/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	1.   Slimes pipe line

	 	0 76/58
	 	SR 516
	 	4830/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Underground electric
cables

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.   Water pipe lines
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.   Overhead mine
telephone lines, on
Marthina’s Gift 299,
district Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1.   Compounds with fencing

	 	0 6/59
	 	SR 211
	 	4754/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Mine police barracks
with fencing, on farms
Marthina’s Gift 299,
Paleis Heuvel 323 and
Kalkkuil 153, district
Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Evaporation dam with
fencing on Paleis Heuvel
323 and Dolly 404,
district Odendaalsrus

	 	0 25/59
	 	SR 492
	 	4799/2005
	 	Free State Geduld Mines Limited
	 
	 	 	 	 	 	 	 	 
	European recreation ground
with fencing on Paleis
Heuvel 323, district
Odendaalsrus

	 	0 56/59
	 	SR 600
	 	4914/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Married quarters with
fencing on Paleis Heuvel
323, district Odendaalsrus

	 	0 3/60
	 	SR 557
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Underground electric cable
on Paleis Heuvel 323,
district Odendaalsrus

	 	0 11/60
	 	SR 634
	 	4748/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Recreation grounds with
fencing on Paleis Heuvel
323 and Ophir 405,
district Odendaalsrus

	 	0 32/60
	 	SR 647
	 	4791/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Recreation ground with
fencing on Paleis Heuvel

	 	0 34/60
	 	SR 624
	 	4751/2005
	 	Free State Consolidated Gold Mines






					
	 	 	 	 	 
	 
	 	
	 	












 



Page 3


	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	323 and
Ophir 405,
district
Odendaalsrus

	 	 	 	 	 	 	 	(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Miniature rifle
range with
fencing on
Paleis Heuvel
323 and Ophir
405, district
Odendaalsrus

	 	0 37/60
	 	SR 625
	 	4746/2005
	 	Free State Geduld Mines Limited
	 
	 	 	 	 	 	 	 	 
	Compressed air
pipe line on
Kalkkuil 153,
district
Odendaalsrus

	 	0 3/62
	 	SR 736
	 	4809/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	1.   Underground
water pipe line

	 	0 4/62
	 	SR 751
	 	4747/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Underground
electric
cables, on
Kalkkuil 153
and Paleis
Heuvel 323,
district
Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Underground
telephone
cables on
Marthina’s Gift
299, Paleis
Heuvel 323 and
Kalkkuil 153,
district
Odendaalsrus

	 	0 7/62
	 	SR 752
	 	4664/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	1.    Underground
mine telephone
cable

	 	0 49/62
	 	SR 778
	 	4805/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Underground
water pipe line
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.   Underground
electric power
cable, on Ophir
405, district
Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Underground
telephone cable
on Paleis
Heuvel 323,
Flavour 421,
Kalkkuil No 153
and Philippi
414, district
Odendaalsrus

	 	0 5/63
	 	SR 811
	 	4801/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	1.   Extension
to area for
married
quarters

	 	0 20/63
	 	SR 831
	 	4807/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Recreation
ground with
fencing
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.   Mine road
on Kalkkuil 153
and Paleis
Heuvel 323,
district
Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Water pipe line
with branches
on Flavour 421,
Philippi No
414, Kalkkuil
153, Marthina’s
Gift 299 and
Paleis Heuvel
323, district
Odendaalsrus

	 	0 49/63
	 	SR 737
	 	4803/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	1.   Water and
slimes pipe
lines

	 	0 50/63
	 	SR 750
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited






					
	 	 	 	 	 
	 
	 	
	 	












 



Page 4


	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	2.   Underground drain pipe lines
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.   Extension to evaporation dam with
Fencing on Marthina’s Gift 299, Dolly
404, district Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1.   Underground electric cable with
sub-station

	 	0 51/63
	 	SR 864
	 	4781/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Underground water pipeline on
Paleis Heuvel 323, district
Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1.   Water pipeline

	 	0 1/64
	 	SR 851
	 	None
	 	Free State Consolidated Gold Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Water drains with branches

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.   Water pipeline and underground
electric power cable
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.   Water pipeline, underground
electric power cable and underground
telephone cable
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5.   Underground telephone cable
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6.   Underground electric power cables
and water pipelines, on Kalkkuil 153,
Paleis Heuvel 323 and Ophir 405,
district Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1.   Shaft equipment area with fencing

	 	0 8/65
	 	SR 922
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	2.   Road, water and compressed air
pipes, telephone and electric cables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3.   Water, air pipes and cables, on
Philippi 414 and Kalkkuil No 153,
district Odendaalsrus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Underground electric cable on
Kalkkuil 153 district
Odendaalsrus

	 	0 19/65
	 	SR 931
	 	4786/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Water pipeline on Paleis Heuvel 323,
district Odendaalsrus

	 	0 26/65
	 	SR 937
	 	4811/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Strips of land to serve as

	 	0 4/66
	 	SR 945
	 	4788/2005
	 	Free State Consolidated Gold Mines






					
	 	 	 	 	 
	 
	 	
	 	












 



Page 5


	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	a
windbreak with
fencing on
Kalkkuil 153 and
Philippi 414,
Odendaalsrus

	 	 	 	 	 	 	 	(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Underground
electric cables,
telephone cables
and water
pipelines on
Paleis Heuvel
323, district
Odendaalsrus

	 	0 14/66
	 	SR 957
	 	4793/2005
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Extension to
shaft equipment
with fencing on
Philippi 414,
district
Odendaalsrus

	 	0 8/67
	 	SR 968
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Underground sewer
pipeline on
Kalkkuil 153,
district
Odendaalsrus

	 	0 19/67
	 	SR 994
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Extension to
second-hand yard
with fencing on
Marthina’s Gift
299, district
Odendaalsrus

	 	0 20/67
	 	SR 1008
	 	4835/2005
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Underground sewer
pipeline on
Marthina’s Gift
299, district
Odendaalsrus

	 	0 24/67
	 	SR 1007
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Mine storm water
drains with
fencing on
Marthina’s Gift
299, district
Odendaalsrus

	 	0 31/67
	 	SR 993
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Extension to
shaft equipment
area with
fencing on
Kalkkuil 153,
district
Odendaalsrus

	 	114/68
	 	0 26/68
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	6” water
pipeline on
Paleis Heuvel
323, district
Odendaalsrus

	 	126/68
	 	0 51/68
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Water pipeline on
Paleis Heuvel
323, district
Odendaalsrus

	 	132/68
	 	0 27/68
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Mine road on
Kalkkuil 153 and
Paleis Heuvel
323, district
Odendaalsrus

	 	133/68
	 	0 50/68
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Underground
sewer pipelines
on Paleis Heuvel
323, district
Odendaalsrus

	 	197/68
	 	SR 995
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Slimes
pipeline on
the Kalkkuil
153, Paleis
Heuvel 323,
Marthina’s
Gift 299,
district
Odendaalsrus

	 	1/71
	 	0 33/70
	 	4665/2005
	 	Free State
Consolidated Gold
Mines (Operations)
Limited






					
	 	 	 	 	 
	 
	 	
	 	












 



Page 6


	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	Recreation with
fencing on Kalkkuil
153, Odendaalsrus

	 	40/71
	 	SR 1031
	 	4682/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Slimes pipeline on
Kalkkuil 153

	 	97/71
	 	0 30/70
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Mine nursery with
fencing on Paleis
Heuvel 323, district
Odendaalsrus

	 	80/73
	 	0 63/73
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to Waste Rock
Dump with fencing
Kalkkuil 153

	 	198/75
	 	0 290/75
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Water pipeline — Paleis
Heuvel 323

	 	52/76
	 	0 110/76
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to explosives
magazines with fencing
— Ophir 405

	 	204/76
	 	0 274/75
	 	4817/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to mines
security with fencing
— Paleis Heuvel 323

	 	207/76
	 	0 318/76
	 	4803/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to recreation
with fencing on Ophir
405, Paleis Heuvel 323

	 	208/76
	 	0 335/76
	 	4802/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to
evaporation dam with
fencing Dolly 404

	 	209/76
	 	0 319/76
	 	4812/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Administration offices
for residential
quarters, security road
with fencing —
Marthina’s Gift 299

	 	16/77
	 	0 331/76
	 	4814/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Administration offices
for residential
quarters on Paleis
Heuvel 323 and Kalkkuil
153

	 	4/77
	 	0 309/76
	 	4806/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to shaft
equipment with fencing
on Philippi 414

	 	19/77
	 	0 301/76
	 	4818/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Residential quarters,
with fencing on Paleis
Heuvel 323

	 	29/77
	 	0 26/77
	 	None
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to waste rock
dump — Kalkkuil 153

	 	45/77
	 	0 338/76
	 	4816/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Extension to
residential quarters
with fencing — Paleis
Heuvel 323

	 	127/78
	 	0 462/77
	 	4794/2005
	 	Free State Consolidated Gold
Mines (Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Slimes pipe lines — farm

	 	13/79
	 	0 284/78
	 	4798/2005
	 	Free State Consolidated Gold Mines






					
	 	 	 	 	 
	 
	 	
	 	












 



Page 7


	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	Marthina’s Gift 299

	 	 	 	 	 	 	 	(Operations) Limited
	 
	 	 	 	 	 	 	 	 
	Storm water drain on
Paleis Heuvel 323

	 	214/79
	 	0 159/79
	 	4796/2005
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Extension to
recreation ground on
Paleis Heuvel 323

	 	20/80
	 	0 30/80
	 	None
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Extension to slimes
dam, with fencing on
Marthina’s Gift 299

	 	157/81
	 	0 187/81
	 	4808/2005
	 	Free State
Consolidated Gold
Mines (Operations)
Limited
	 
	 	 	 	 	 	 	 	 
	Liquor outlet with
fencing on Paleis
Heuvel No 323

	 	175/81
	 	0 203/81
	 	4800/2005
	 	Free State
Consolidated Gold
Mines (Operations)
Limited






STEYN 3 SHAFT




	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	Core yard with fencing

	 	0 10/60
	 	SR 623
	 	None
	 	President Steyn Gold Mines
(Free State) (Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Mine road with fencing

	 	0 13/60
	 	SR 621
	 	None
	 	President Steyn Gold Mines
(Free State) (Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Shaft equipment area with
fencing

	 	0 14/60
	 	SR 618
	 	None
	 	President Steyn Gold Mines
(Free State) (Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Area for water evaporation

	 	0 27/60
	 	SR 651
	 	 	 	SRP Abandoned on 27 October 1962
	 
	 	 	 	 	 	 	 	 
	Area for water evaporation

	 	0 28/60
	 	SR 650
	 	None
	 	Avgold Limited
	 
	 	 	 	 	 	 	 	 
	Explosive magazine with
fencing

	 	0 36/60
	 	SR 642
	 	None
	 	President Steyn Gold Mines
(Free State) (Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Area for waste rock dump

	 	0 40/60
	 	SR 660
	 	None
	 	Avgold Limited
	 
	 	 	 	 	 	 	 	 
	Mine railway line and
mine road, air and water
pipe lines, underground
telephone and electric
cables

	 	0 42/60
	 	SR 661
	 	None
	 	Avgold Limited
	 
	 	 	 	 	 	 	 	 
	Extension to shaft
equipment area with
fencing

	 	0 43/60
	 	SR 656
	 	None
	 	President Steyn Gold Mines
(Free State) (Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	An underground electric
cable and a sewerage pipe
line

	 	0 44/60
	 	S.667
	 	None
	 	President Steyn Gold Mines
(Free State) (Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Air and water pipe lines

	 	0 45/60
	 	SR 668
	 	None
	 	President Steyn Gold Mines
(Free State) (Proprietary)
Limited






					
	 	 	 	 	 
	 
	 	
	 	












 



Page 8


	 	 	 	 	 	 	 	 	 
	Description	 	SRP NO	 	R M T NO	 	New SRP No	 	Registered Holder
	 
	 	 	 	 	 	 	 	 
	Mine railway
line and mine road

	 	0 46/60
	 	SR 663
	 	None
	 	Avgold Limited
	 
	 	 	 	 	 	 	 	 
	Mine road, water
pipeline and u/g
electric cable

	 	0 47/60
	 	SR 666
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Compound and sports
ground with fencing

	 	0 63/60
	 	SR 615
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Mine police
barracks with
fencing

	 	0 3/61
	 	SR 645
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	An underground
electric cable,
compressed air and
water pipe lines, a
sewerage pipe line,
a storm water drain
and mine road

	 	0 22/62
	 	SR 782
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Electric power
substation with
fencing

	 	0 26/62
	 	SR 809
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Underground
electric cables

	 	0 15/63
	 	SR 868
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Water pipe line,
compressed air
pipe, electric
cable and telephone
line with fencing

	 	73/1974
	 	0 19/74
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Shaft equipment
area with fencing

	 	120/1974
	 	0 190/74
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited
	 
	 	 	 	 	 	 	 	 
	Reduction works
with fencing

	 	22/76
	 	0 53/76
	 	None
	 	President Steyn
Gold Mines (Free
State)
(Proprietary)
Limited






AGRICULTURAL LAND




	 	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	Agriculture
with fencing on
Spes Bona 210,
district
Odendaalsrus

	 	030/60
	 	SR643
	 	None
	 	Loraine Gold Mines Limited
	 
	 	 	 	 	 	 	 	 
	Agriculture with
fencing on Spes
Bona

	 	44/71
	 	0 107/70
	 	None
	 	President Steyn






					
	 	 	 	 	 
	 
	 	
	 	












 



 


ANNEXURE “5”




OLD ORDER MINING RIGHT




					
	 	 	 	 	 
	 
	 	
	 	







 











 









	G.P.-S. 010-0233 MD 109E
Republic of South Africa
Republiek van Suid-Afrika
DEPARTMENT OF MINERAL AND ENERGY AFFAIRS
MINING LICENCE
[Minerals Act, 1991: Section 9 (1) read with 9 (3) (e)]
10 JUL 2002
Office date stamp
Licence No. 8/2002
Office reference FS 5/3/2/500 Vol 6
Authorization is hereby granted under and subject to the provisions of the Minerals Act,
1991, to (full name) PRESIDENT STEYN GOLD MINES (FREE STATE)
(PROPRIETARY) LIMITED
registration number 98/19764/07
(hereinafter referred to as “the holder”)
of (address)
PRIVATE BAG X10206
WELKOM
9460
to mine for (name of mineral) PRECIOUS METALS AND PRECIOUS METALS
in respect of tailings*
on (full name of farm and subdivision) SEE SCHEDULE “A”
No. Magisterial District ODENDAALSRUS Region FREE STATE
as indicated on the sketch plan No. FS 15/2000 (M.L)
Director: MINERAL DEVELOPMENT
signed by the on 31 MARCH 1998
Full name of the holder of the right to the said mineral PRESIDENT STEYN GOLD MINES
(FREE STATE) (PROPRIETARY) LIMITED REG. NO. 98/19764/07 AS THE DEEMED HOLDER OF SUCH RIGHTS IN TERMS
OF SECTION 47(1)(e) OF THE MINERALS ACT, 1991 (ACT 50 OF 1991)
Unless this licence is suspended, cancelled or abandoned or lapses it shall be valid for a period
(more than two years) which shall extend from the date of issuing until 9 JULY 2015
(If a specific date is inserted, delete the words that follow the date.)






			
	 
	 	







 









 












	MD 109E
This licence does not exempt the holder from the requirements of any provision of any other law or
from any restrictive provisions or conditions contained in the title deed of the land concerned,
nor does it encroach upon the rights of any person who may have an interest in the land or tailings
concerned or the mineral rights in respect of such land or tailings.
Signed at WELKOM this 10TH day of JULY 2002
MINERAL DEVELOPMENT
· Delete the words “in respect of tailings” if they are not applicable.





			
	 
	 	






2









 






FS 5/3/2/500 VOL 6



THIS SCHEDULE “A” PERTAINS TO MINING LICENCE NO. 8/2002 ISSUED IN FAVOUR OF PRESIDENT STEYN GOLD
MINES (FREE STATE) PTY. LTD. AND REFLECTS PROPERTIES OR PORTIONS OF SUCH PROPERTIES THAT JOINTLY
FROM THE MINING AREA THAT IS THE SUBJECT OF THE SAID MINING PERMIT




	 	 	 	 	 	 	 
	 	 	MAGISTERIAL	 	DIAGRAM NO.	 	SG DIAGRAM
	NAME OF PROPERTY	 	DISTTRICT	 	(RMT)	 	NO.
	1. Welgevonden 183

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B1994/57
	2. Weltevreden 205

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B1994/57
	3. Spes Bona 210

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B1994/57
	4. Van Den Heevers Rust 410

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B1994/57
	5. Rosedale 298

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B1994/57
	6. Klein Begin 111

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B1994/57
	7. Britzpan 228

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B1994/57
	8. Martinas Gift 299

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B901/48
	9. Dolly 404

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B901/48
	10. Paleis Heuvel 323

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B901/48
	11. Ophir 405

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B901/48
	12. Kalkkuil 153

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B901/48
	13. Philippi 414

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B901/48
	14. Flavour 421

	 	Odendaalsrus
	 	RMT NO. 20 (M.L.A)
	 	B901/48






	 	 	 

	N J KOMANE

DIRECTOR: MINERAL DEVELOPMENT

FREE STATE REGION

DATE 10 JULY 2002

Lg/legrange/fs500 vol 6 schedul A