Exhibit 4.22













	NOTARIAL AUTHENTICATION CERTIFICATE




	TO ALL WHOM THESE PRESENTS SHALL COME




	1,




	ROELOF EMILE BONNET




	Notary Public, residing and practising at Johannesburg, in the Province of Gauteng, Republic of
South Africa, by lawful authority duly admitted and sworn, do hereby certify and attest that I was
personally present and did witness -




	GERARD HENDRIK KEMP Identification Number 540911 5064 08 9;




	ROBERT ALEX LLEWELLYN ATKINSON Identification Number 520119 5192
08 2;




	both being the signatories named in the Sale of Business Agreement annexed hereto, duly sign and
execute the said Agreement at the places and on the dates recorded therein and that the names and
signatures of Gerard Hendrik Kemp and Robert Alex Llewellyn Atkinson thereto subscribed is of the
proper and respective handwriting of the said Gerard Hendrik Kemp and Robert Alex Llewellyn
Atkinson.




	In testimony whereof, I, the Notary, have hereunto subscribed my name and set and fixed my seal of
office at JOHANNESBURG aforesaid on this the 18th day of December in the year 2007 (two
thousand and seven).




	Quod attestor NOTARY PUBLIC







 









 












	SALE OF BUSINESS AGREEMENT




	between




	RANDFONTEIN ESTATES LIMITED




	and




	CLIDET NO 726 (PROPRIETARY) LIMITED




	and




	CLIDET NO 770 (PROPRIETARY) LIMITED




	and




	HARMONY GOLD MINING COMPANY LIMITED




	





 









 












	Page 2
18 December 2007
TABLE OF CONTENTS
1 INTERPRETATION................................... 3
2 INTRODUCTION..................................... 22
3 CONDITIONS PRECEDENT............................. 22
4 SALE............................................. 26
5 PURCHASE CONSIDERATION........................... 27
6 DISCHARGE OF THE PURCHASE CONSIDERATION.......... 27
7 VALUE-ADDED TAX.................................. 28
8 CLOSING.......................................... 29
9 BUSINESS LIABILITIES............................. 31
10 THE CONTRACTS.................................... 32
11 EFFECTIVE DATE BALANCE SHEET,.................... 33
12 HOUSING DEVELOPMENT.............................. 34
13 EMPLOYEES........................................ 34
14 MEDICAL SCHEMES.................................. 39
15 RETIREMENT SCHEMES............................... 39
16 REHABILITATION LIABILITIES....................... 41
17 LEASE OF GROUP STORES FACILITY................... 42
18 WATER AND ELECTRICITY............................ 43
19 SERVITUDE OF ACCESS AND EGRESS................... 45
20 INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS 46
21 PUBLICATION IN TERMS OF INSOLVENCY ACT........... 49
22 WARRANTIES BY THE SELLER......................... 50
23 ENVIRONMENTAL INDEMNITY.......................... 51
24 INDEMNITIES...................................... 54
25 LIMITATION OF LIABILITY.......................... 56
26 NO DUPLICATION OF RECOVERY....................... 58
27 GENERAL WARRANTIES............................... 59
28 APPOINTMENT OF PAMODZI AS AGENT.................. 60
29 CONFIDENTIALITY.................................. 60
30 PUBLICITY........................................ 63
31 SUPPORT.......................................... 64
32 BREACH........................................... 65
33 DISPUTE RESOLUTION............................... 66
34 NOTICES AND DOMICILIA............................ 68
35 BENEFIT OF THE AGREEMENT......................... 69
36 APPLICABLE LAW AND JURISDICTION.................. 69
37 GENERAL.......................................... 70
38 COSTS............................................ 71
39 SIGNATURE........................................ 72




	ANNEXES




	ANNEXE “A”: DRAFT GUARANTEE




	ANNEXE “B”: AREA DIAGRAM




	ANNEXE “C”: CAPITAL EXPENDITURE PROJECTS




	ANNEXE “D”: CONTRACTS




	ANNEXE “E”: DISCLOSED MATERIAL




	ANNEXE “F”: FIXED ASSETS




	ANNEXE “G”: IMMOVABLE PROPERTY




	ANNEXE “H”: OLD ORDER MINING RIGHTS




	ANNEXE “I”: SHARED SERVICES




	ANNEXE “J”: WARRANTIES




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	WHEREBY THE PARTIES AGREE AS FOLLOWS -

1 INTERPRETATION




	1.1 In this Agreement-




	1.1.1 clause headings are for convenience only and are not to be used in its




	interpretation;
1.1.2 an expression which denotes -
1.1.2.1 any gender includes the other genders;
1.1.2.2 a natural person includes a juristic person and vice versa; and
1.1.2.3 the singular includes the plural and vice versa.




	1.2 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 -




	1.2.1 “Accounts Date” means 30 September 2007;




	1.2.2 “Accounts Payable” means all claims by creditors of the Business




	against the Seller reflected in the Agreement Accounts or incurred after the
Accounts Date in the ordinary course of business, which have not been discharged
as at the Effective Date;




	1.2.3 “Accounts Receivable” means all the claims of the Seller on the




	Effective Date against trade and other debtors of the Business including all
amounts due in respect of Gold Work-in-Progress;




	1.2.4 “AFSA” means the Arbitration Foundation of Southern Africa;




	1.2.5 “Agreement” means this sale of business agreement;




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	1.2.6 “Agreement Accounts” means the management accounts of the Seller in respect of the
Business for the year ended 30 June 2007 and the quarter ended on the Accounts Date, copies
of which have been provided to the Purchaser and Pamodzi;




	1.2.7 “Area Diagram” means the area diagram attached hereto as annexe “B”;




	1.2.8 “Business” means the gold mining business carried on by the Seller, known as the “Cooke
1, 2 and 3 Shafts”, at the Effective Date, and which consists of the Business Assets and the
Business Liabilities;




	1.2.9 “Business Assets” means all of the assets used by the Seller in or in connection with the
Business as at the Effective Date, comprising the -




	1.2.9.1 Contracts;
1.2.9.2 Cooke Shafts;
1.2.9.3 Cooke Plant;
1.2.9.4 Fixed Assets;
1.2.9.5 goodwill of the Business;
1.2.9.6 Immovable Property;
1.2.9.7 Stock;
1.2.9.8 New Order Mining Right;
1.2.9.9 New Order Prospecting Right;
1.2.9.10 Tailings Dumps; and




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	1.2.9.11 all prepaid expenses and deposits made in connection with the
Business,
but specifically excludes the Excluded Assets;
1.2.10 “Business Liabilities” means the -
1.2.10.1 Environmental Liabilities;
1.2.10.2 Rehabilitation Liabilities; and




	1.2.10.3 Seller’s liabilities to the Employees as provided for in clause 13, but
specifically excludes the Accounts Payable;




	1.2.11 “Capital Expenditure Amount” means the aggregate of the amounts expended by the
Seller between the Signature Date and the Effective Date on the projects listed in
annexe “C”;




	1.2.12 “Companies Act” means the Companies Act, 1973;




	1.2.13 “Conditions Precedent” means the conditions set out in clause 3.1;




	1.2.14 “Contractor Agreement” means an agreement to be headed “Contractor Agreement” and to
be entered into between the Seller and the Purchaser in terms of which the Purchaser is
appointed to conduct mining operations for and on behalf of the Seller in respect of
Dump 20 and the Lindum Dumps from the Effective Date until the Old Randfontein Sale
Agreement has been implemented, which Agreement will provide that the Purchaser shall -




	1.2.14.1 be responsible for all rehabilitation and environmental liabilities arising after
the Effective Date out of such mining operations; and




	1.2.14.2 pay a monthly fee (plus VAT) to the Seller in respect of its




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	appointment, which monthly fee will be the aggregate of R2,000,000.00 (two
million rand) and an additional amount calculated in accordance with the
following formula -




	A = (B-C) x D




	Where:




	A= the additional amount;




	B = the Old Randfontein Purchase Consideration;




	C= R2,000,000.00 (two million rand) multiplied by the
number of months during which the Contractor Agreement has been in force;
and




	D = 1/12th (one twelfth) of the Prime Rate from time to time;




	1.2.15 “Contracts” means all agreements in force on the Effective Date to which the Seller
is a party relating to the Business, which agreements are listed in annexe “D”;




	1.2.16 ““Cooke Plant” means the processing plant known as the ‘Cooke Plant” owned and
operated by the Seller and used for the processing of gold ore, including all assets
of any nature whatsoever used in or in connection with the Cooke Plant, but
specifically excludes the Excluded Assets;




	1.2.17 “Cooke Shafts” means the underground mining operations currently operated by the
Seller on the Immovable Property, which shafts are outlined in yellow on the Area
Diagram, and which are known as the “Cooke 1, 2 and 3 Shafts”;




	1.2.18 “Disclosed Material” means the written materials, including documents,




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	Page 7




	agreements, financial information and written correspondence described in annexe “E”;




	1.2.19 “DME” means the Department of Minerals and Energy of the Government of the Republic of South
Africa;




	1.2.20 “Doornkop Extension” means the area shaded in purple on the Area Diagram;




	1.2.21 “Doornkop Extension Mineral Rights” means all mineral rights, mining leases, mining
licences, surface right permits and other mining rights in respect of the Doornkop Extension;




	1.2.22 “Doornkop Plant” means the processing plant known as the “Doornkop Plant” owned and
operated by the Seller and used for the processing of gold ore, which plant does not form
part of the Business;




	1.2.23 “Dump 20” means the tailings dump situated on the Old Randfontein Immovable Property and
known as “Dump 20”, which tailings dump is indicated by the area shaded in blue on the Area
Diagram;




	1.2.24 “Effective Date” means the 1st (first) business day of Randfontein’s cost month
commencing immediately after the date on which the last of the Conditions Precedent contained
in clauses 3.1.1 to 3.1.16 is fulfilled or waived, as the case may be;




	1.2.25 “Effective Value Determination” means the effective value determination made by the DME in
respect of the Purchase Consideration and the allocation thereof to the New Order Rights on
the one hand and the remaining Business Assets on the other, as contemplated by section
37(4) of the Income Tax Act, 1962;




	1.2.26 “EMP” means the Seller’s environmental management programme




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	submitted in support of its application to convert the Old Order Mining Rights into
the New Order Mining Right;




	1.2.27 “Employees” means all employees of the Seller who are employed exclusively in respect of
the Business as at the Effective Date;




	1.2.28 “Environment” means the surroundings within which humans exist and that are made up of the
land, water and atmosphere of the earth, all forms of life, ecological systems; and the
physical, chemical, aesthetic and cultural properties and conditions of the foregoing that
influence human health and well-being;




	1.2.29 “Environmental Law” means and includes all -




	1.2.29.1 common law duties and rules, national, provincial and municipal legislation (including
regulations and other subsidiary legislation); and self-executing provisions of international
agreements approved by Parliament, that are concerned with the protection or rehabilitation
of the Environment, the use of natural resources (including land), and the maintenance of an
Environment conducive to human health and well-being;




	1.2.29.2 directives, orders or other instructions lawfully given by an organ of state or state
functionary exercising powers under any provision referred to in clause 1.2.29.1; and




	1.2.29.3 permits, authorisations and exemptions issued under any provision referred to in clause
1.2.29.1;




	1.2.30 “Environmental Liabilities” means all and any liabilities and obligations in relation to all
environmental disturbances and degradation arising pursuant to or in connection with —




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	1.2.30.1 the conduct of the Business or any part thereof, including the reclamation and
remediation of all such environmental disturbances and degradation of whatsoever nature
or kind, whether existing within or outside the Immovable Property and/or the Mining
Area, and whether the cause of action in respect thereof arose prior to or after the
Effective Date;




	1.2.30.2 the water decant in respect of the Western Basin; and




	1.2.30.3 water discharged by or in connection with the Business or any part thereof into any
river, spruit or other waterway, water compartment, water source, reservoir or the
like, including the Wonderfonteinspruit,




	but specifically excludes anything which forms part of the Rehabilitation
Liabilities;




	1.2.31 “Excluded Assets” means the Accounts Receivable, the Gold Work-in-Progress, the Group
Spares and anything in the Group Stores Facility;




	1.2.32 “Fixed Assets” means all underground and surface infrastructure, equipment and other
assets of the Seller, used in or in connection with the Business on the Effective Date,
and including at least those Fixed Assets, as at the Signature Date, listed in annexe
“F”, but specifically excludes the Excluded Assets;




	1.2.33 “Fixed Purchase Consideration” means the Rand Equivalent of US$400,000,000.00 (four
hundred million United States dollars) on the Effective Date;




	1.2.34 “Gold Work-in-Progress” means all gold bearing material derived from the Business
which has, as at the Effective Date -




	1.2.34.1 passed over the weigh bridge known as “Cooke 3 Weigh Bridge,




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	which is situated at Midload, for processing at the Doornkop Plant; and




	1.2.34.2 been delivered to the Cooke Plant for processing;




	1.2.35 “Group Spares” means all equipment classified by the Seller and/or Harmony as “Group
Spares” which is used in or in connection with any of the Business Assets and any other
assets of the Seller and/or Harmony;




	1.2.36 “Group Stores Facility” means the facility used by the Seller for “Group Stores”, which
facility is shaded in grey on the Area Diagram;




	1.2.37 “Group Stores Facility Environmental Liabilities” means all and any liabilities and
obligations in relation to all environmental disturbances and degradation arising pursuant to
or in connection with the operation of the Group Stores Facility or any part thereof,
including the reclamation and remediation of all such environmental disturbances and
degradation of whatsoever nature or kind, whether existing within or outside the Group Stores
Facility, and whether the cause of action in respect thereof arose prior to or after the
Effective Date, but specifically excludes anything which forms part of the Rehabilitation
Liabilities;




	1.2.38 “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;




	1.2.39 “Harmony Group Company” means Harmony and its subsidiaries;




	1.2.40 “Immovable Property” means the immovable property owned by the Seller and used in connection
with the Business, which is hatched in orange on the diagram attached hereto as annexe “G”;




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	1.2.41 “Independent Auditors” means such independent auditors as may be agreed between the Parties,
or failing agreement within 10 (ten) business dates from the date of a request by any Party
for such agreement, appointed by the Chairperson for the time being of the South African
Institute of Chartered Accountants from one of the 4 (four) largest independent firms of
auditors in South Africa at the time;




	1.2.42 “Insolvency Act” means the Insolvency Act, 1936;




	1.2.43 “Interim Period” means the period between the Signature Date and the Effective Date;




	1.2.44 “Investco” means ARMgold/Harmony Joint Investment Company Limited, registration number
2002/032163/07, a limited liability private company duly incorporated in the Republic of
South Africa;




	1.2.45 “Labour Relations Act” means the Labour Relations Act, 1995;




	1.2.46 “Lindum Dumps” means the tailings dumps situated on the Old Randfontein Immovable Property
and known as “Lindum Dumps”, which tailings dumps are hatched in red on the Area Diagram;




	1.2.47 “Material Contracts” means those Contracts indicated as being material in annexe “D”;




	1.2.48 “Mining Area” means the area shaded in green on the Area Diagram;




	1.2.49 “Minister” means the Minister of Minerals and Energy;




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




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	1.2.51 “New Order Mining Right” means the mining right into which it is intended that the
Old Order Mining Rights will be converted in terms of clause 3.1.2;




	1.2.52 “New Order Prospecting Right” means that portion of the Prospecting Right which
covers the tailings dumps known as the “Millsite Complex Dumps” and the “4 Shaft
Slimes Dam’’;




	1.2.53 “New Rehabilitation Fund” means a new rehabilitation fund to be established for
purposes of making provision for the Rehabilitation Liabilities of the Business, as
set out in clause 16;




	1.2.54 “Old Order Mining Rights” means all existing mineral rights, mining leases, mining
licences, surface right permits and other mining rights held by the Seller and which
relate to, or are used in or in connection with, the Business, including those listed
in annexe “H”;




	1.2.55 “Old Randfontein Immovable Property” means the immovable property indicated by the
area hatched in blue on the diagram attached hereto as annexe “G”, but specifically
excludes the immovable property on which the Seller’s office premises known as
“Randfontein Office Park” and the Seller’s hospital known as the “Sir Albert Hospital”
are situated;




	1.2.56 “Old Randfontein Mineral Rights” means all mineral rights, mining leases, mining
licences, surface right permits and other mining rights in respect of the Old
Randfontein Immovable Property including Dump 20 and Lindum Dumps;




	1.2.57 “Old Randfontein Purchase Consideration” means the Rand Equivalent of
US$20,000,000.00 (twenty million United States dollars) as at the date of determination of the
fee payable under the Contractor




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	Agreement or the date on which the Old Randfontein Sale Agreement becomes effective,
as the case may be;




	1.2.58 “Old Randfontein Sale Agreement” means an agreement to be headed “Sale Agreement” and to be
entered into between the Parties, in terms of which the Seller sells the Old Randfontein
Immovable Property and the Old Randfontein Mineral Rights (together with all environmental
liabilities (subject to an indemnity substantially similar to that contained in clause 23)
and rehabilitation liabilities in respect thereof) to the Purchaser, which agreement will -




	1.2.58.1 be on terms substantially similar to those contained in this Agreement, including
warranties and indemnities (including in respect of Environmental Liabilities) provided by
the Seller to the Purchaser in respect of the Old Randfontein Business not less favourable
than those provided by the Seller in respect of the Business under this Agreement;




	1.2.58.2 be conditional on, inter alia, the conversion of the Old Randfontein Mineral Rights in
terms of Item 7 of Schedule II to the MPRDA or inclusion thereof in the New Order Mining
Right, and the consent of the Minister under section 11 of the MPRDA being obtained to the
transfer of the relevant mineral rights; and




	1.2.58.3 provide that the purchase consideration payable by the Purchaser to the Seller shall be
the Old Randfontein Purchase Consideration, less the aggregate of the amounts in “C” of the
formula contained in clause 1.2.14.2 paid in terms of the Contractor Agreement, as adjusted
on mutatis mutandis the same basis as the Purchase




	Consideration is to be adjusted in terms of the Sale of Shares and




	Claim Agreement, plus VAT if applicable;




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	1.2.59 “Pamodzi” means Clidet No 770 (Proprietary) Limited, registration number
2007/012390/07, a limited liability private company duly incorporated in the Republic
of South Africa;




	1.2.60 “Parties” means the parties to this Agreement;




	1.2.61 “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;




	1.2.62 “Prospecting Right” means the prospecting right applied for by the Seller under the
MPRDA covering various of the Seller’s mining areas including the tailings dumps known
as the “Millsite Complex Dumps” and the “4 Shaft Slimes Dam";




	1.2.63 “Purchase Consideration” means the amount payable by the Purchaser to the Seller for
the Business in terms of this Agreement, details of which are set out in clause 5;




	1.2.64 “Purchaser” means Clidet No 726 (Proprietary) Limited, registration number
2007/607531/07, a limited liability private company duly incorporated in the Republic
of South Africa;




	1.2.65 “Rand Equivalent” means the rand equivalent of a United States dollar, being the
arithmetic average of the bid and offer rates quoted by any representative of Absa Bank
Limited, whose appointment and designation it will not be necessary to prove, as at
10h00 on the relevant date of determination;




	1.2.66 “Rehabilitation Liabilities” means the obligations to rehabilitate all




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	environmental disturbances, including health and pollution, and degradation
existing within the Immovable Property and the Mining Area and/or arising
pursuant to the conduct of the Business or any part thereof (including any
object and/or thing within the Immovable Property and/or the Mining Area),
whether such obligations arose prior to or after the Effective Date, and shall
include -




	1.2.66.1 all restoration, anti-pollution measures, anti-flooding measures and obligations,
making safe, rehabilitation, compliance with the terms of any rehabilitation plans
and/or programs approved by the DME;




	1.2.66.2 all general compliance with Environmental Laws;




	1.2.66.3 all compliance with all lawful directives of all regulatory authorities; and




	1.2.66.4 the obtaining of relevant certificates in terms of section 43 of the MPRDA in
respect of the Business and its operations,




	which are contained, referred to, dealt with or contemplated in the EMP; and




	1.2.66.5 all pumping and anti-flooding measures and obligations in respect of




	all water, of whatsoever nature or kind and howsoever arising, in accordance with
applicable rehabilitation plans and/or programmes, Environmental Laws and/or lawful
directives of all regulatory bodies (including the obtaining of relevant
certificates in terms of section 43 of the MPRDA in respect of the Business and its
operations), whether contained, referred to, dealt with or contemplated in the EMP
or not, but excluding any liability arising out of the discharge prior to the
Effective Date of water into any river, spruit or other waterway, water
compartment, water source, reservoir or the like, which




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	contaminated or in any other manner does not comply with Environmental Laws;




	1.2.67 “Sale” means the sale by the Seller of the Business to the Purchaser in terms of this
Agreement;




	1.2.68 “Sale of Shares and Claim Agreement” means the agreement headed “Sale of Shares and Claim
Agreement” entered or to be entered into between Randfontein, Investco and Pamodzi, in terms
of which Randfontein and Investco will sell 60% (sixty percent) of Investco’s




	shares in, and 60% (sixty percent) of Randfontein’s claim on loan account
against the Purchaser, to Pamodzi;




	1.2.69 “Seller” means Randfontein Estates Limited, registration number 1889/000251/06, a limited
liability public company duly incorporated in the Republic of South Africa;




	1.2.70 “Seller’s Attorneys” means Cliffe Dekker Incorporated;




	1.2.71 “Shared Services Agreement” means an agreement to be headed “Shared Services Agreement and
to be entered into between the Seller and the Purchaser, pursuant to which each of them shall
provide certain services and access rights to the other at a fee, in respect of services,
equivalent to cost plus 5% (five percent), which services shall include those listed in
annexe “I”;




	1.2.72 “Signature Date” means the date of signature of this Agreement by the Party last signing;




	1.2.73 “Stock” means the stock-in-trade of the Seller relating to the Business at the Effective
Date, including consumables but excluding the Excluded Assets;




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	1.2.74 “Tailings Dumps” means the tailings dumps situated on the Immovable Property, indicated by
the area hatched in red on the Area Diagram and known as the “Cooke Dumps”, “4 Shaft Slimes
Dam” and “Millsite Complex Dumps”;




	1.2.75 “Tax” means all income tax, capital gains tax, secondary tax on companies, dividend tax,
VAT, stamp duty, uncertificated securities tax, PAYE, levies, assessments, imposts,
deductions, charges and withholdings whatsoever in terms of any Tax legislation, and includes
all penalties and interest payable as a consequence of any failure or delay in paying any
Taxes;




	1.2.76 “Toll Milling Agreement” means an agreement to be headed “Toll Milling Agreement” and to be
entered into between the Seller and the Purchaser, in terms of which the Purchaser will
process material derived from the Business and the Contractor Agreement through the Doornkop
Plant, which agreement will -




	12.76.1 provide that the Purchaser will be able to process the following tons of material through
the Doornkop Plant per month -




	1.2.76.1.1 in respect of the 1st (first) year: 120,000 (one hundred and twenty thousand)
tons;




	1.2.76.1.2 in respect of the 2nd (second) year: 90,000 (ninety thousand) tons;




	1.2.76.1.3 in respect of the 3rd (third) year: 83,000 (eighty three thousand) tons; and




	1.2.76.14 in respect of the 4th (fourth) year: 83,000 (eighty three thousand)




	tons; and




	12.76.2 the Purchaser shall pay the Seller a monthly toll milling fee equal to




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	the Seller’s aggregate cost of operating the Doornkop Plant for that month,
divided by the aggregate number of tons of material processed through the
Doornkop Plant during that month, multiplied by the aggregate number of tons
of material processed through the Doornkop Plant during that month by the
Purchaser, plus 5% (five percent) thereof and VAT;




	1.2.77 “Transaction Agreements” means this Agreement and the Sale of Shares and Claim
Agreement;




	1.2.78 “Trigger Event” means 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 Business and which has reduced, or will reduce, the value of the Business on
a permanent basis by at least US$40,000,000.00 (forty million United States dollars),
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 Business;




	1.2.79 “VAT” means value-added tax as levied from time to time in terms of the VAT Act;




	1.2.80 “VAT Act” means the Value-Added Tax Act, 1991;




	1.2.81 “Warranties” means the warranties in annexe “J” and otherwise expressly given by the
Seller to the Purchaser in terms of this Agreement; and




	1.2.82 “West Wits Agreement” means the heads of agreement entered into between West Witwatersrand
Gold Mines Limited, Mogale Gold




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	(Proprietary) Limited and the Seller on 1 February 2007 regarding acid mine
drainage in the Western Basin, as amended by an addendum entered into on 19
May 2007, which agreement is a Material Contract.




	1.3 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.




	1.4 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.




	1.5 Subject to clauses 1.6, 1.8 and 1.16, 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.




	1.6 The terms “holding company” and “subsidiary” shall bear the meanings assigned
thereto in the Companies Act.




	1.7 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.




	1.8 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




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	Page 20




	shall be based upon South African Standard Time.




	1.9 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.




	1.10 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.




	1.11 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.




	1.12 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.




	1.13 The use of any expression in this Agreement covering a process available under South African
law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the
law of any other jurisdiction, be construed as including any equivalent or analogous
proceedings under the law of such other jurisdiction.




	1.14 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




	1.15 Any reference in this Agreement to “this Agreement” or any other




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	Page 21




	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.
1.16 This Agreement incorporates the annexes which annexes 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 “annexe” or “annexes” refer to clauses of and annexes to this Agreement.
1.17 Whenever any person is required to act “as an expert and not as an arbitrator in
terms of this Agreement, then -
1.17.1 the determination of the expert shall (in the absence of manifest error) be final and
binding;
1.17.2 subject to any express provision to the contrary, the expert shall determine the liability
for his or its charges, which shall be paid accordingly;
1.17.3 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;
117.4 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
1.17.5 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.




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	Page 22




	2 INTRODUCTION




	2.1 The Seller carries on the Business.




	2.2 The Purchaser wishes to purchase the Business as a going concern and the Seller is prepared
to sell the Business to the Purchaser on the terms and conditions herein contained.




	2.3 The Parties wish to record in writing their agreement in respect of the above and matters
ancillary thereto.




	3 CONDITIONS PRECEDENT




	3.1 Save for clauses 1 to 3, clause 20, and clauses 27 to 38 (both inclusive) all of which will
become effective immediately, this Agreement is subject to the fulfilment of the Conditions
Precedent that -




	3.1.1 by not later than 17h00 on 31 March 2008, the Purchaser is registered as a vendor in terms
of the VAT Act;




	3.1.2 by not later than 17h00 on 31 January 2008, the Old Order Mining Rights have been converted
into the New Order Mining Right in terms of Item 7 of Schedule II to the MPRDA;




	3.1.3 by not later that 17h00 on 30 June 2008, the New Order Mining Right is amended in terms of
section 102 of the MPRDA to include uranium, sulphur, pyrite, aggregate and heavy minerals
and to exclude the area comprising the Doornkop Extension and the Doornkop Extension Mineral
Rights;




	3.1.4 by not later than 17h00 on 30 June 2008, 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;




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	Page 23




	3.15 by not later that 17h00 on 30 June 2008, the Prospecting Right is




	granted to the Seller;




	3.1.6 by not later than 17h00 on 30 June 2008, the Prospecting Right is subdivided so that
the New Order Prospecting Right constitutes a separate and independent right;




	3.1.7 by not later than 17h00 on 30 June 2008, the Minister has granted approval for the
transfer of the New Order Prospecting Right from the Seller to the Purchaser in terms of
section 11 of the MPRDA;




	3.1.8 by not later than 17h00 on 30 June 2008, a certificate of registration has been
granted to the Purchaser under the National Nuclear Regulator Act, 1999;




	3.1.9 by not later than 17h00 on 30 June 2008, the New Rehabilitation Fund has been
established and Letters of Authority have been issued by the Master of the High Court,
authorising the trustees of the New Rehabilitation Fund to act;




	3.1.10 by not later than 17h00 on 31 March 2008, the Toll Milling Agreement is entered into
and becomes unconditional in accordance with its terms, save in respect of any
condition which requires that this Agreement becomes unconditional;




	3.1.11 by not later than 17h00 on 31 March 2008, the Shared Services Agreement is entered
into and becomes unconditional in accordance with its terms, save in respect of any
condition which requires that this Agreement becomes unconditional;




	3.1.12 by not later than 17h00 on 30 June 2008, the Sale of Shares and Claim




	Agreement is entered into and becomes unconditional in accordance




	with its terms, save in respect of any condition which requires that this




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	Page 24




	Agreement becomes unconditional;




	3.1.13 by not later than 17h00 on 31 March 2008 the Seller’s rights and obligations under
the West Wits Agreement, insofar as they relate to the Business, have been assigned in
writing to the Purchaser;




	3.1.14 by not later than 17h00 on 31 March 2008, the Old Randfontein Sale Agreement is
entered into;




	3.1.15 by not later than 17h00 on 31 March 2008, the Contractor Agreement is entered into
and becomes unconditional in accordance with its terms, save in respect of any
condition which requires that this Agreement becomes unconditional;




	3.1.16 by not later than 17h00 on 31 March 2008, the counterparties to the Material
Contracts have consented in writing to the assignment of all of the Seller’s rights
and obligations under the Material Contracts to the Purchaser with effect from the
Effective Date;




	3.1.17 as at the Signature Date and the Effective Date, each of the Warranties of the
Seller contained in this Agreement is true and correct in all material respects (other
than such Warranties that are qualified by a materiality standard, which Warranties
shall be true and correct in all respects) (except that Warranties that are given as
at a specific date prior to the Effective Date need be true and correct only as at
such date);




	3.1.18 as at the Effective Date, the Seller shall have complied in all material respects
with all undertakings required by this Agreement to have been complied with by Seller
on or prior to the Effective Date;




	3.1.19 on or prior to the Effective Date, a Trigger Event shall not have occurred; and




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	Page 25




	3.1.20 as at the Effective Date, no interdict, judgment or other order or action of any
court or governmental authority restraining, prohibiting or rendering illegal the
implementation of the transactions contemplated hereby shall be in effect, and no legal
proceeding shall have been instituted or threatened by any person (including any
governmental authority) seeking to prohibit, restrict or delay, declare illegal or to
enjoin the implementation of the transactions contemplated hereby or by the other
Transaction Agreements.




	3.2 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.




	3.3 Completion of the Sale and the discharge of the Purchase Consideration on the
Effective Date is subject to the Seller providing the Purchaser with a certificate
signed by a director of the Seller confirming that the Conditions Precedent set out in
clauses 3.1.17 to 3.1.19 (both inclusive) have been fulfilled.




	3.4 The Conditions Precedent set out in -




	3.4.1 clauses 3.1.1, 3.1.3, 3.1.8 to 3.1.10 (both inclusive), 3.1.11, 3.1.12, 3.1.14 and
3.1.15 have been inserted for the benefit of the Purchaser and the Seller who together
will be entitled to waive fulfilment of all or any of such Conditions Precedent, in
whole or in part, by written agreement prior to the expiry of the relevant time periods
set out in those clauses;




	3.4.2 clause 3.1.13 has been inserted for the benefit of the Seller who will be entitled to
waive fulfilment of such Condition Precedent, in whole or in




	part, by written notice to the other Parties prior to the expiry of the




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	Page 26




	relevant time period set out in that clause;




	3.4.3 clauses 3.1.16 to 3.1.19 (both inclusive) have been inserted for the benefit of the
Purchaser who will be entitled to waive fulfilment of both or either of such Conditions
Precedent, in whole or in part, by written notice to the other Parties prior to the expiry of
the relevant time periods set out in those clauses; and




	3.4.4 clauses 3.1.2, 3.1.4 to 3.1.7 (both inclusive) and 3.1.20 are not capable of being waived.




	3.5 Each of the Seller and the Purchaser shall be entitled from time to time to extend the due
date for fulfilment of any or all of the Conditions Precedent by written notice to that
effect to the other of them, provided however that the aggregate of such extensions in
respect of any of the Conditions Precedent shall not be more than 20 (twenty) business days.




	3.6 Unless all the Conditions Precedent have been fulfilled or waived by not later than the
relevant dates for fulfilment thereof set out in clause 3.1 (or such later date or dates as
may be extended in terms of clause 3.5 and/or as may be agreed in writing between the
Parties) the provisions of this Agreement, save for clauses 1 to 3, clause 20, and clauses 27
to 38 (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
3.2.




	4 SALE




	4.1 The Seller hereby sells to the Purchaser which hereby purchases the




	Business as a going concern.




	CLIFFE DEKKER






 












 









	4.2 Subject to the provisions of clause 4.3, the Sale will take place on the Effective Date
and ownership of and risk in, and benefit attaching to, the Business will pass to the
Purchaser on the Effective Date.




	4.3 Ownership of the Immovable Property will pass to the Purchaser on registration of transfer.




	4.4 Possession and effective control of the Business will be given to the Purchaser on the Effective Date.




	5 PURCHASE CONSIDERATION




	5.1 The purchase consideration is the aggregate of the -




	5.1.1 Fixed Purchase Consideration; plus




	5.1.2 Capital Expenditure Amount; plus




	5.1.3 assumption of the Business Liabilities, inclusive of VAT at the rate of zero percent.




	5.2 The allocation of the Purchase Consideration to be recommended by the




	Seller to the DME in respect of the Effective Value Determination shall be
40% (forty percent) in respect of the New Order Mining Right and the New
Order Prospecting Right and 60% (sixty percent) in respect of the
remaining Business Assets.
6 DISCHARGE OF THE PURCHASE CONSIDERATION




	The Purchase Consideration will be discharged by the Purchaser against compliance by the Seller
with the provisions of clause 8, as follows -




	6.1 on the Effective Date, by crediting a loan account in the books of the




	Purchaser in favour of the Seller in an amount equal to the Fixed Purchase







 









 












	Consideration plus the Capital Expenditure Amount; and




	6.2 by the Purchaser assuming with effect from the Effective Date and discharging the Business
Liabilities as and when they become due.




	7 VALUE-ADDED TAX




	7.1The Parties have agreed that -
7.1.1 the Sale is the sale of an enterprise which is capable of separate
operation;
7.1.2 such enterprise is sold as a going concern;
7.13 at the Signature Date and the Effective Date, such enterprise is and will
be an income earning activity and will be transferred as such;
7.1.4 all the assets of such enterprise necessary for its continued operation




	are being sold in terms hereof; and
7.1.5 the Purchase Consideration is inclusive of VAT at the rate of 0% (zero
percent).
7.2 Each of the Seller and the Purchaser warrants that it is, or as at the




	Effective Date will be, registered as a vendor in terms of the VAT Act.
7.3 The Seller will, if so requested by the Purchaser, furnish to the Purchaser




	the appropriate tax invoice (on a zero rated basis) by not later than the
Effective Date. Should for any reason VAT be payable by the Seller at the
standard rate, then the Purchaser shall be obliged, on written demand from
the Seller, to pay, in addition to the Purchase Consideration, the amount of
such VAT to the Seller 2 (two) business days prior to the date upon which
the Seller is required to pay such VAT to the South African Revenue






 









 












	Service, against delivery by the Seller to the Purchaser of an appropriate tax invoice.




	8 CLOSING




	8.1 On the Effective Date representatives of the Parties shall meet at 10h00 at the offices of
the Seller, or such other place as the Parties may agree, at which meeting the Seller will
-




	8.1.1 give possession of the Business to the Purchaser and place the Purchaser in control of
the management of the Business;




	8.1.2 deliver to the Purchaser all of the Business Assets, by such mode of actual or
constructive delivery as shall be appropriate in the circumstances;




	8.1.3 deliver to the Purchaser (to the extent to which they exist) all books, records and other
relevant documents pertaining solely to the Business, provided that -




	8.1.3.1 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




	8.1.3.2 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.




	8.2 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 Business Assets into the name of the Purchaser. if the Seller fails to sign and
execute any document within 5 (five) business days of any written request therefor by the
Purchaser, the Seller hereby 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
transfer of the Business Assets into the name of the Purchaser.




	8.3 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 8.1 and clause 8.2 in
such other manner as they agree to be convenient.




	8.4 Transfer of the Immovable Property into the name of the Purchaser shall be given to the
Purchaser promptly after the Purchaser has paid the costs and charges referred to in clause
8.4.1. Transfer shall be effected by the Seller’s Attorneys. The Purchaser and the Seller
shall on request from the Seller’s Attorneys -




	8.4.1 pay all costs of and incidental to transfer of the Immovable Property into the name of the
Purchaser and the costs of obtaining any rates or other clearance certificate; and




	8.4.2 sign all documents required to be signed by the Seller’s Attorneys in order that transfer
of the Immovable Property may be effected.




	8.5 Transfer of the New Order Mining Right and the New Order Prospecting




	Right into the name of the Purchaser shall be effected by the Seller’s




	Attorneys, within a reasonable time after the Purchaser has paid the costs

and charges referred to in clause 8.5.1. Transfer shall be effected by the




	Seller’s Attorneys. The Purchaser and the Seller shall on request from the




	Seller’s Attorneys -







 









 














	8.5.1 pay all costs of and incidental to transfer of the New Order Mining Right and the New Order
Prospecting Right into the name of the Purchaser; and




	8.5.2 sign all documents required to be signed by the Seller’s Attorneys in order that transfer
of the New Order Mining Right and the New Order Prospecting Right may be effected.




	9 BUSINESS LIABILITIES




	9.1 The Seller hereby delegates the Business Liabilities to the Purchaser with effect from the
Effective Date. The Purchaser hereby accepts such delegation and assumes the Business
Liabilities with effect from the Effective Date.




	9.2 The Purchaser undertakes to discharge such Business Liabilities as and when they fall due.




	9.3 The Purchaser hereby indemnifies and holds the Seller harmless against all claims, damage,
loss and/or expense which may be made against and/or suffered by the Seller in connection
with and/or arising from the Business Liabilities or in respect of the Purchaser’s failure
to discharge the Business Liabilities timeously.




	9.4 The Business Liabilities will for all purposes exclude all liabilities of the Business
incurred prior to the Effective Date and not included as Business Liabilities. These
liabilities are excluded from the Sale and will be retained by the Seller for its own account.
The Seller hereby indemnifies and holds the Purchaser harmless against all claims, damage,
loss and/or expense which may be made against and/or suffered by the Purchaser in connection
with and/or arising from any liability of the Seller other than the Business Liabilities or in
respect of the Seller’s failure to discharge any such other







 









 












	liabilities in a timely manner. Should there be any dispute between the Parties as to
whether or not any liability was incurred before or after the Effective Date, such dispute
will be referred to the Independent Auditors for determination, who will act as experts
and not as arbitrators.




	10 THE CONTRACTS




	10.1 The Seller hereby, subject to clauses 10.3 and 10.4, assigns its rights and obligations
under the Contracts to the Purchaser with effect from the Effective Date, which will take
over and complete all Contracts for its own account. The Purchaser hereby irrevocably and
unconditionally accepts such assignment.




	10.2 The Purchaser will ensure that all Contracts taken over by it and orders received in
respect of tenders submitted by the Seller prior to the Effective Date will be fully
complied with by the Purchaser at its cost.




	10.3 The Parties undertake where required to use their commercially reasonable endeavours to
procure the consent of all third parties to the Contracts to the assignment of such
Contracts to the Purchaser, with effect from the Effective Date.




	10.4 Should any such third party fail or refuse to give its consent as aforesaid where such
consent is a requirement for such assignment, the Seller will at the request of the
Purchaser either -




	10.4.1 carry out all relevant obligations and enforce all relevant rights in .




	its own name, but for the benefit of and at the sole risk and expense
of the Purchaser on the basis that the Purchaser will forthwith on
demand reimburse the Seller any costs or disbursements reasonably
incurred by the Seller in so doing; or


10.4.2 appoint the Purchaser as the Seller’s sub-contractor on the basis that







 









 












	the Purchaser wll indemnify and hold harmless the Seller against all and any claims,
which may be made against the Seller arising from any act or omission of the Purchaser in
respect of such sub-contracted work. Any work so performed by the Purchaser shall be for
the profit or loss of the Purchaser.




	10.5 Should for any reason it not be possible for the Parties to implement clause 10.4, the
Parties shall forthwith meet and in good faith agree an alternative solution which will
achieve the same or substantially the same commercial result for both Parties,




	10.6 The Seller hereby indemnifies the Purchaser and holds it harmless against any and all
claims which may, in respect of the Business, be made against it and all liabilities which
may be incurred by the Purchaser under any of the Contracts, but only in respect of claims,
the cause of action of which arose before the Effective Date, provided that this indemnity
shall not apply to any liability which forms part of the Business Liabilities.




	10.7 The Purchaser hereby indemnifies the Seller and holds it harmless against any and all
claims which may, in respect of the Business, be made against it and all liabilities which
may be incurred by the Seller under any of the Contracts, but only in respect of claims,
the cause of action of which arises after the Effective Date.




	11 EFFECTIVE DATE BALANCE SHEET




	The Seller undertakes, by not later than 30 (thirty) business days after the




	Effective Date, to prepare and deliver to the Purchaser a balance sheet in




	respect of the Business as at the Effective Date which will provide for all of the




	Business Assets and for the liabilities to the Employees as provided for in




	clause 13 but will not provide for the Rehabilitation Liabilities or the




	Environmental Liabilities.







 









 












	12 HOUSING DEVELOPMENT




	The Purchaser irrevocably and unconditionally undertakes to complete or procure the
completion of the housing development contemplated in the Seller’s social and labour plan
submitted to the DME for conversion of the Old Order Mining Rights in respect of the areas
hatched in green on the Area Diagram (insofar as they form part of the Immovable Property)
within a reasonable time.




	13 EMPLOYEES




	13.1 The Parties agree that, with effect from the Effective Date, section 197(2) of the Labour
Relations Act shall be applicable in relation to the Employees and that accordingly -




	13.1.1 the Purchaser is automatically substituted as the “New Employer” in the place of the
Seller as the “Old Employer” in respect of all contracts of employment in existence as at
the Effective Date, between the Seller and the Employees;




	13.1.2 all the rights and obligations between the Seller and the Employees as at the Effective
Date shall continue in force as if they had been rights and obligations between the
Purchaser and the Employees;




	13.1.3 anything done before the Effective Date by or in relation to the Seller, including the
dismissal of any employee or the commission of an unfair labour practice or act of unfair
discrimination, is considered to have been done by or in relation to the Purchaser; and




	13.1.4 the transfer does not interrupt the continuity of employment of the Employees, or any of
them, and the contracts of employment of the Employees, or any of them, continue with the
Purchaser as if with the Seller.










 









 












	13.2 The Seller and the Purchaser hereby agree, for the purpose of section 197(7) of the Labour Relations Act, that -
13.2.1 the valuation as at the Effective Date of the leave pay accrued to the




	Employees shall be undertaken by the Seller as at the Effective Date,
and shall be due to each of the Employees as indicated in a written
schedule which the Seller shall prepare and deliver to the Purchaser by
not later than 20 (twenty) business days after the Effective Date, the
Seller hereby warranting that the said schedule will be true and correct
in all material respects;

13.2.2 the Seller shall prepare and deliver to the Purchaser by not later than 20




	(twenty) business days after the Effective Date a written schedule setting
out the amounts to which the Employees would be entitled, as at the
Effective Date, in the event that the Employees were to be dismissed as
at the Effective Date by reason of the Seller’s operational requirements
(“Potential Severance Pay”), the Seller hereby warranting that the said
schedule will be true and correct in all material respects; and
13.2.3 the value of any other payments that will have accrued as at the




	Effective Date to the Employees but will not have been paid to them by
the Seller, will be an amount which the Seller shall determine as at the
Effective Date and will be payable to the Employees as indicated in a
written schedule which the Seller shall prepare and deliver to the
Purchaser by not later than 20 (twenty) business days after the Effective
Date, the Seller hereby warrants that the said schedule will be true and
correct in all material respects.




	13.3 The Seller and the Purchaser hereby agree, for the purposes of section 197(7)(b) of the
Labour Relations Act, that -




	13.3.1 to the extent that any of the amounts referred to in clause 13.2 shall be







 









 












	payable to the Employees or any of them, the Purchaser is responsible for paying all of
the amounts referred to in clause 13.2, it being specifically recorded that there shall
be no apportionment of liability between the Seller and the Purchaser, and that the
Purchaser shall be responsible for and shall pay the full amounts specified in clauses
13.2.1, 13.2.2 and 13.2.3;




	13.3.2 there is no intention, as at the Signature Date and as at the Effective Date, that any of
the Employees will be dismissed by reason of the operational requirements of the Purchaser,
and consequently it is not intended that the amount as specified in terms of clause 13.2.2
will become payable to any of the Employees. In so far as the Purchaser undertakes, after
the Effective Date, a process in accordance with section 189 of the Labour Relations Act
which results in the dismissal, by reason of the operational requirements of the Purchaser,
as employer, of any Employee who transferred employment in the context of this clause 13,
then the Purchaser, as employer, shall be solely responsible for all severance pay
expenditure due to any such Employee which will arise, including the amount of the
Potential Severance Pay;




	13.3.3 the Purchaser will make adequate provision in its financial statements for its
obligations in respect of the Potential Severance Pay; and




	13.3.4 the Seller shall, by not later than 20 (twenty) business days after the Effective Date pay
to the Purchaser an amount equal to the Seller’s provision for the medical aid subsidies
referred to in clause 13.5 and amounts equal to the amounts determined in terms of clauses
13.2.1 and 13.2.3 in respect of the leave pay and the other payments that have accrued to the
Employees but have not been paid to them. The Purchaser shall deposit such amounts in a
separate bank account with the financial institution approved by the Seller in writing for a
period of not







 









 












	less than 12 (twelve) months after the Effective Date and shall procure that such
amounts are paid to the Employees as and when the Employees shall become entitled to
such payments.




	13.4 The Seller will assume and retain responsibility for all medical aid liabilities




	in respect of employees who become subsidised continuation members of
any of the Seller’s approved medical aid schemes as pensioners of the
Seller before the Effective Date.
13.5 Subject to compliance by the Seller with the provisions of clause 13.3.4, the




	liability for the payment of medical aid subsidies to all of the Employees
who become pensioners on or after the Effective Date will be the
responsibility of the Purchaser and no responsibility, accountability or
liability in respect thereof shall accrue to the Seller.
13.6 The Seller hereby undertakes to disclose the terms agreed with the




	Purchaser in clause 13.3 to the Employees in compliance with the
provisions of section 197(7)(c) of the Labour Relations Act by no later than
the Effective Date.




	13.7 The Parties hereby irrevocably and unconditionally acknowledge that this clause 13 and the
arrangements contemplated in terms hereof constitute compliance by the Seller with the
provisions of section 197 of the Labour Relations Act.




	13.8 The Purchaser shall honour the terms of and be bound by all collective agreements to which
the Seller is, immediately prior to the Effective Date and in respect of the Employees, bound
in terms of section 23 of the Labour Relations Act and/or in terms of section 32 of the Labour
Relations Act, unless a commissioner acting in terms of section 62 of the Labour Relations Act
decides otherwise.






 









 












	13.9 The Seller shall have no claim of whatsoever nature against the Purchaser arising from
any industrial action or unrest on the part of the Employees, or any of them, prior to the
Effective Date and the Purchaser shall have no claim of whatsoever nature against the
Seller in respect of any industrial action or unrest on the part of the Employees, or any
of them, with effect from the Effective Date.




	13.10 The Seller shall, prior to the Effective Date and subject to the provisions of clause
13.3, discharge all and any of its obligations to the Employees, arising from or in
connection with the employment by the Seller of the Employees prior to the Effective Date,
including but not restricted to the obligations relating to bonuses and salaries prior to
the Effective Date.




	13.11 The Seller hereby indemnifies the Purchaser against, and undertakes to reimburse the
Purchaser in respect of, any lawful claim and taxed legal costs paid to any Employee by
the Purchaser (including any legal costs incurred by the Purchaser in defending any such
claim) relating to any term or condition of employment (other than relating to severance
pay liability), the dismissal of an Employee, the commission of an unfair labour practice
or an act of unfair dismissal, and which arose prior to the Effective Date, following a
determination in favour of the Employee in question by a competent court or tribunal or
otherwise in accordance with a settlement agreement approved by the Seller; provided that
the Seller shall have been given the opportunity, by the Purchaser, of participating, in
its discretion, personally in the defence or settlement of the claim and shall then have
failed to comply with the payment terms of any settlement or order of damages awarded by
the court of competent jurisdiction, including any award of such legal costs.




	13.12 The contents of this clause 13 do not constitute, nor shall they be deemed




	to constitute a stipulation for the benefit of the Employees, nor shall the







 









 












	Employees, or any of them, be entitled to accept and/or to enforce any of the obligations
arising in terms of and/or in connection with this clause 13.




	14 MEDICAL SCHEMES




	14.1 The Employees are members of the Minemed Medical Scheme,the Sizwe Medical Scheme or the
Unvunzo Medical Scheme (“Medical Schemes”).




	14.2 The Employees who are members of the Medical Schemes shall continue to be members thereof
on the same basis as applied to them as employees of the Seller, but on the basis that the
employer’s contribution will be made by the Purchaser with effect from the Effective Date.




	14.3 The Purchaser shall refund to the Seller the amount of those contributions, if any, paid
by the Seller to the Medical Schemes in respect of any period after the Effective Date, on
behalf of or in respect of the Employees who are members of the Medical Schemes.




	14.4 The Purchaser hereby indemnifies and holds the Seller harmless against all and any claims
of whatsoever nature arising from or in connection with any contributions payable to the
Medical Schemes for, on behalf of or in respect of the Employees who are members thereof
on or after the Effective Date.




	14.5 The Seller hereby indemnifies and holds the Purchaser harmless against all and any claims
of whatsoever nature arising from or in connection with any contributions payable to the
Medical Schemes for, on behalf of or in respect of the Employees who are members thereof,
in respect of all periods prior to the Effective Date.




	15 RETIREMENT SCHEMES




	15.1 The Employees are members of the Sentinel Mining Industry Retirement




	Fund, the Mine Workers Provident Fund, the Mines Pension Fund or the







 









 












	Mine Employees Pension Fund (“Retirement Schemes”).




	15.2 The Employees shall remain members of the Retirement Schemes.




	15.3 The Purchaser shall, with effect from the Effective Date, be liable for all contributions
to the Retirement Schemes in respect of the Employees in terms of the rules of such
Retirement Schemes.




	15.4 The Purchaser hereby indemnifies and holds the Seller harmless against all and any claims
of whatsoever nature arising from or in connection with any contributions payable to the
Retirement Schemes for, on behalf of or in respect of the Employees on or after the
Effective Date, it being recorded that the Seller shall be responsible for all employer
contributions prior to the Effective Date.




	15.5 The Seller hereby indemnifies and holds the Purchaser harmless against all and any claims
of whatsoever nature arising from or in connection with any contributions payable to the
Retirement Schemes for, on behalf of or in respect of the Employees, in respect of any
period prior to the Effective Date.




	15.6 The Parties shall do whatever is necessary to record the Purchaser as the contributing
employer in terms of the rules of the Retirement Schemes.




	15.7 The Seller hereby assumes and shall retain any liability to the Retirement Schemes in
respect of improper use of surplus as defined in the Pension Funds Act, 1956 incurred in
respect of the Employees before the Effective Date. The Seller hereby indemnifies and holds
the Purchaser harmless against any liability, claim or amount determined by the Registrar
of Pension Funds or other regulatory body or court to be due by way of refund




	of improper use of surplus in respect of the Employees. The Seller




	undertakes to pay any such amount to the Purchaser within the period







 









 













	allowed by the Registrar of Pension Funds for this purpose.




	15.8 Any liability relating to persons who are not Employees as at the Effective Date and were
former members of the Retirement Schemes shall be assumed by and be for the account of the
Seller. The Seller hereby indemnifies and holds the Purchaser harmless against all claims
which may be made against the Purchaser by persons who are not Employees as at the
Effective Date and who were formerly members of the Retirement Schemes.




	16 REHABILITATION LIABILITIES




	16.1 The Seller will, as soon as possible after the Effective Date, and in any event by no
later than 30 (thirty) days thereafter, procure the transfer from its current
rehabilitation fund to a new trust fund to be established by the Purchaser specifically for
purposes of providing for the Rehabilitation Liabilities of the Business, the full amount
which has been provided in such rehabilitation fund for the Rehabilitation Liabilities of
the Business, together with any growth in such amount between the Signature Date and the
date of transfer of the amount, subject to the following -




	16.1.1 the New Rehabilitation Fund shall be a separate fund in respect of the Business and shall
not be used for any other purpose;




	16.1.2 the trust deed of the New Rehabilitation Fund will not be amended without the Seller’s prior
written approval;




	16.1.3 the Seller shall have the right from time to time to appoint a trustee to the New
Rehabilitation Fund and, for so long as the Seller has an appointed trustee, no payment
shall be made from the New Rehabilitation Fund unless the trustee appointed by the
Seller consents thereto in writing, which consent shall not be unreasonably with held;







 









 












	16.1.4 the Purchaser will deposit amounts into the New Rehabilitation Fund as agreed with the
DME. To the extent that any contributions to the New Rehabilitation Fund are in arrears
after the Effective Date, the Purchaser hereby undertakes that it shall not distribute any
cash from the Business, in any form or manner whatsoever, until such arrears have been
extinguished; and




	16.1.5 the Purchaser will provide the Seller, on an annual basis, with an estimate of the
Rehabilitation Liabilities, details of all amounts paid into or by the New Rehabilitation
Fund and the accounts of the New Rehabilitation Fund.




	16.2 The Seller warrants that, as at the Signature Date, the amount which has been provided in
its current rehabilitation fund for the Rehabilitation Liabilities of the Business is not
less than R54,164,671.00 (fifty four million one hundred and sixty four thousand six
hundred and seventy one rand).




	17 LEASE OF GROUP STORES FACILITY




	The Purchaser hereby leases to the Seller, which hereby takes on hire, the Group Stores
Facility in perpetuity (“Lease”) on and subject to the following terms and conditions -




	17.1 the Purchaser shall be obliged to use commercially reasonable endeavours to ensure that
the Seller has full and unrestricted use of the Group Stores Facility at all times;




	17.2 the annual rental payable by the Seller to the Purchaser under the Lease shall be
R1,000,00 (one thousand rand) (Indexed) plus VAT;





	17.3 the Seller shall maintain the structure and roof of the Group Stores Facility (including all
interior and exterior walls) in good order and repair;







 









 












	17.4 the Seller shall be responsible for any Group Stores Facility Environmental Liabilities;




	17.5 the Seller hereby indemnifies the Purchaser and holds it harmless against all and any
claims which may be made against it in respect of the Group Stores Facility Environmental
Liabilities;




	17.6 the Purchaser hereby grants the Seller a servitude of access and egress across any property
owned by the Purchaser, on the same terms and conditions as those contained in clause 19, so
as to ensure that the Purchaser is able to exercise its rights under the Lease; and




	17.7 the Seller shall be entitled to sub-lease and/or cede its rights under the Lease without
having to obtain the approval of the Purchaser.




	18 WATER AND ELECTRICITY




	18.1 It is recorded that it is the Purchaser’s obligation to secure sufficient water and
electricity resources for the day-to-day operations of the Business after the Effective
Date. The Seller shall be under no obligation whatsoever to provide, or procure the
provision of, water and/or electricity to the Business.




	18.2 In the event that the Purchaser has surplus water over and above the Purchaser’s requirements
for any operation or business conducted or to be conducted by it (which shall include, for the
avoidance of doubt, uranium mining and processing operations to be conducted by the Purchaser
after the Effective Date), the Purchaser undertakes to use its commercially reasonable
endeavours to ensure that, if required, any such surplus water is made available to the Seller
for the Seller’s operations. All water provided by the Purchaser to the Seller in terms of
this clause 18.2 shall be provided on a cost recovery basis and on the basis that the Seller
shall be responsible for obtaining all necessary consents and licences for pumping







 









 













	all such water to its operations at its cost.




	18.3 Notwithstanding the provisions of clause 18.2, it is recorded that the Purchaser shall not
be entitled to use water available to it in any operation or business conducted or to be
conducted by it in respect of or in connection with assets which are not Business Assets
unless the Seller has sufficient water for its Doornkop operations at their full design rate
after the current expansion project, subject to a maximum monthly tonnage of 180,000 (one
hundred and eighty thousand) tons, it being recorded, for the avoidance of doubt, that this
clause 18.3 shall not apply to any uranium mining and processing operations to be conducted
by the Purchaser after the Effective Date using the Business Assets.




	18.4 In the event that the Seller has surplus water over and above the Seller’s requirements,
the Seller undertakes to use its commercially reasonable endeavours to ensure that, if
required, any such surplus water is made available to the Purchaser for the Purchaser’s
operations. All water provided by the Seller to the Purchaser in terms of this clause 18.4
shall be provided on a cost recovery basis and on the basis that the Purchaser shall be
responsible for obtaining all necessary consents and licences for pumping all such water to
the operations of the Business at its cost.




	18.5 Each of the Purchaser and the Seller hereby agrees that it shall not be entitled to supply
or dispose of water to a third party, or to allow a third party access to any water, unless
and until is has complied fully with the provisions of this clause 18.




	18.6 Each of the Purchaser and the Seller undertakes to ensure that any disposal by it of any of
its operations to a third party shall be made subject to such third party taking assignment,
on terms and conditions reasonably acceptable to the other of them, of all of its obligations
(or where



 









 












	applicable, a pro rata portion thereof) under this clause 18. 19 SERVITUDE
OF ACCESS AND EGRESS




	19.1 In the event that the Purchaser requests that the Seller grant the Purchaser a servitude
of access and egress across any property owned by the Seller which does not form part of
the Immovable Property, the Seller undertakes to grant such servitude to the Purchaser at
the Purchaser’s cost, subject to terms and conditions approved by the Seller, which
approval shall not be unreasonably withheld or delayed and provided that such access and
egress is reasonably necessary for the conduct of the Business, and any other operation or
business conducted or to be conducted by the Purchaser, and shall not in any way
whatsoever materially impede or materially adversely affect the Seller’s operations.




	19.2 In the event that the Seller requests that the Purchaser grant the Seller a servitude of
access and egress across any part of the Immovable Property, the Purchaser undertakes to
grant such servitude to the Seller at the Seller’s cost, subject to terms and conditions
approved by the Purchaser, which approval shall not be unreasonably withheld or delayed
and provided that such access and egress is reasonably necessary for the conduct of the
Seller’s operations and shall not in any way whatsoever impede or adversely affect the
conduct of the Business.




	19.3 The Purchaser hereby grants the Seller, for so long as required by the Seller, a servitude of
access and egress in respect of that part of the Business known as “Cooke 1 Shaft”, which
forms part of the Cooke Shafts, as a second shaft for the Seller’s Doornkop mining operation,
provided that the Seller shall be liable for all reasonable additional costs incurred by the
Purchaser, over and above costs which it is in any event obliged to incur (if any), in
procuring that the “Cooke 1 Shaft” is available to the Seller as a






 









 












	second shaft for the Seller’s Doornkop Mining Operation. The Purchaser acknowledges that
the said second shaft is required for safety purposes and shall be available to the Seller
at all times in perpetuity.




	19.4 For the purposes of clarity, it is recorded that, in the event that the Seller ceases
operations in respect of the “Cooke 1 Shaft” but is nevertheless obliged to procure that it
is available to the Seller as provided for in clause 19.3, the Seller shall be liable for
all reasonable additional costs incurred by the Purchaser which it would not otherwise have
incurred.




	19.5 The servitudes dealt with in this clause 19 shall be capable of being registered at the
election and cost of the Party in favour of whom the servitude is granted, each of the
Seller and the Purchaser hereby undertaking to sign and execute upon request by the other of
them all such documents as may be required to procure such registration. If either of them
fails to sign and execute any such document within 5 (five) business days of any written
request therefor by the other of them, such Party hereby appoints the other 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 registration.




	19.6 All rights (and servitudes) granted to either the Purchaser or the Seller in terms of this
clause 19 shall be capable of being ceded to any third party without having to obtain the
consent of the other Party.




	20 INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS




	20.1 The Seller warrants that from the Accounts Date until the Signature Date the Business
has been, and shall procure that from the Signature Date until the Effective Date the Business
will be, carried on in substantially the usual and ordinary course consistent with past
practice, and the Seller has not entered and shall not enter into any contract or commitment
and has not








 









 












	done and shall not do anything which, in any such case, is out of the ordinary or usual
course of the Business consistent with past practice, 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
warrants that from the Accounts Date until the Signature Date it has not, and undertakes
that from the Signature Date until the Effective Date it will not -




	20.1.1 alter the existing nature or scope of the Business;




	20.1.2 manage the Business otherwise than in accordance with its business and trading policies
and practices up to the Accounts Date, except as may be necessary to comply with any
statutory changes;




	20.1.3 enter into any agreement or arrangement or permit any action whereby any other company
becomes its subsidiary if such subsidiary would form part of the Business Assets;




	20.1.4 enter into any transaction in relation to the Business other than on arms’-length terms
and for full and proper consideration;




	20.1.5 acquire or enter into any agreement to acquire {whether by one transaction or a series
of transactions) the whole or a substantial or material part of the business, undertaking
or assets of any other persons if such business, undertaking or assets would form part of
the Business Assets;




	20.1.6 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 Business;




	20.1.7 incur or agree to incur any capital expenditure in respect of the Business other than
in the normal and ordinary course of business and other than







 









 












	in respect of the projects listed in annexe “C”;




	20.1.8 enter into or agree to enter into any joint venture, partnership or agreement or other
venture for the sharing of profits or assets in respect of the Business;




	20.1.9 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;




	20.1.10 commence, compromise or discontinue any legal, administrative, regulatory or arbitration
proceedings in respect of the Business (other than routine debt collection and other than
in the ordinary course of business);




	20.1.11 terminate the employment or office of any of the senior employees of the Business or
appoint any new person who would be an Employee and who would hold a senior position or
materially alter the terms of employment or engagement of any of the Employees (whether
senior or junior) including increasing compensation or benefits, except in the ordinary
course of business and consistent with past practices; and




	20.112 enter into any negotiation with, or seek to solicit any interest from, any third party in
relation to the sale of the Business or any part thereof, whether directly or indirectly.




	20.2 The Seller shall, between the Signature Date and the Effective Date, keep Pamodzi appraised
of all and any material decisions which the Seller intends to make in respect of the Business,
it being specifically recorded and agreed that nothing in this clause 20 shall entitle Pamodzi
to determine







 









 












	and/or materially influence any such material decision, it being recorded, for the
avoidance of doubt, that Pamodzi shall not be entitled to manage and/or control the
Business or any part thereof, in any way before the Effective Date.




	21 PUBLICATION IN TERMS OF INSOLVENCY ACT




	21.1 The Parties agree that notice of the Sale will not be published as contemplated in section
34 of the Insolvency Act.




	21.2 The Seller hereby indemnifies the Purchaser and holds the Purchaser harmless against any
claim of any nature which may be made against the Purchaser by any creditor of the Seller
pursuant to the provisions of section 34 of the Insolvency Act during the 6 (six) month
period contemplated therein, or against any loss or damage of any nature whatsoever which
the Purchaser may suffer as a result of the non-publication of the notices referred to in
clause 21.1, save to the extent that such loss or damage arises from a failure by the
Purchaser to comply with its obligations in terms of this Agreement.




	21.3 The Purchaser shall not be under any duty to resist any proceedings to attach or to take
possession of any of the Business Assets by any person who alleges that the Sale is void
because such transaction has not been advertised, provided that the Purchaser shall be
obliged to forthwith give written notice of such proceedings to the Seller as soon as the
Purchaser becomes aware of any such proceedings.




	214 The Seller hereby assumes the risk of attachment of any of the Business Assets as a result
of such notice not being published.





	21.5 If the Purchaser gives notice pursuant to clause 21.3, the Seller shall be obliged to procure
that the Business Assets concerned are released from







 









 












	attachment or are returned to the Purchaser, as the case may be, within 20 (twenty) business
days of receipt of such notice from the Purchaser.




	22 WARRANTIES BY THE SELLER




	22.1 Subject to the limitations and qualifications set out in clauses 22.3 and 25,




	the Seller hereby gives to and in favour of the Purchaser and Pamodzi the
Warranties more fully set out in this Agreement and in annexe “J”. Each
Warranty will -




	22.1.1 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;




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




	22.1.3 be given as at the Signature Date and the Effective Date;




	22.1.4 continue and remain in force notwithstanding the completion of the Sale; and




	22.1.5 be deemed to be material and to be a material representation inducing the Purchaser to
enter into this Agreement.




	22.2 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.




	22.3 The Warranties are limited and qualified -




	22.3.1 to the extent to which disclosure of any fact or circumstance giving rise




	to such limitation or qualification has been made in the Agreement








 









 












	Accounts and/or the Disclosed Material; and




	22,3.2 by anything which arises as a result of any change in any applicable law or in its
interpretation.




	22.4 Where any Warranty is qualified by the expression “the Seller is not aware”, “to the best
of the Seller’s knowledge and belief or any similar expression, the Seller is deemed to
have knowledge of any facts, circumstances, opinions or beliefs of which any executive
director of the Seller has knowledge, and that expression will be deemed to include an
additional statement that it has been made after due enquiry.




	22.5 Save for those Warranties and representations expressly given or made in this Agreement
or in annexe “J”, no warranties or representations are given or made, in respect of the
Business, or any other matter whatsoever, whether express, tacit or implied, and the
Business is being sold on a voetstoots basis.




	23 ENVIRONMENTAL INDEMNITY




	23.1 It is recorded that the Seller does not anticipate any material Environmental Liability
arising in connection with its conduct of the Business prior to the Effective Date.




	23.2 The Seller hereby indemnifies the Purchaser against and shall hold it harmless from all
claims, liability, damage, loss, penalty, expense and cost (including legal costs on an
attorney and own client scale, clean-up costs and reasonable expert fees) of any nature
whatsoever which the Purchaser may sustain as a result of or attributable to any
Environmental Liabilities arising or resulting from any event, condition or circumstance
caused, exacerbated or contributed to by any act or omission of the Seller or any of




	its employees, contractors, tenants or agents at any time prior to the








 









 












	Effective Date(“Environmental Claim”) (whether the Environmental Claim is made before or
after the Effective Date), in excess of R50,000,000.00 (fifty million rand), it being agreed
that the Purchaser shall bear the first R50,000,000.00 (fifty million rand) of any such
claim, liability, damage, loss, penalty, expense and cost (“Environmental Indemnity”).




	23.3 It is specifically agreed that the Environmental indemnity shall not be




	construed as to apply to any claim, of any nature whatsoever and
howsoever arising, which constitutes a Rehabilitation Liability, but shall
apply to any liability or obligation which arises as a result of a failure to
comply, prior to the Effective Date, with any Rehabilitation Liability, and
which results in an environmental disturbance and/or degradation.
23.4 The Purchaser will not be entitled to settle any Environmental Claim of any




	nature whatsoever or to take any steps to remedy or rectify any disturbance
and/or degradation giving rise to an Environmental Claim without the prior
written consent of the Seller, which consent shall not be unreasonably
withheld or delayed.
23.5 The Purchaser will notify the Seller of any Environmental Claim which may




	be made against it as expeditiously as possible after the Purchaser
becomes aware thereof.
23.6 The Purchaser will provide the Seller with full details, in writing, of all




	proceedings in respect of any Environmental Claim.
23.7 To the extent that the R50,000,000.00 (fifty million rand) referred to in




	clause 23.2 has been or Is likely to be exceeded, the Seller will be entitled
to contest and/or remedy all and any Environmental Claims (in the name of
the Purchaser to the extent necessary) and will be entitled to control the
remedial steps and/or proceedings in regard thereto, provided that -







 









 












	Page 53




	23.7.1 the Seller will act reasonably at all times and will consult with the Purchaser on a
regular basis in respect of any such remedial steps and/or proceedings;




	237.2 the Seller delivers to the Purchaser a written indemnity in terms reasonably acceptable to
the Purchaser, indemnifying the Purchaser against all charges and all legal costs (not
limited by any scale) which may be incurred or awarded as a consequence of such steps; and




	23.7.3 the Purchaser will -




	23.7.3.1 render reasonable assistance to the Seller (at the expense of the Seller) in regard to the
steps taken by the Seller; and




	23.7.3.2 make all relevant books and records available to the Seller.




	23.8 The provisions of this clause 23 shall not detract in any way whatsoever from the
Purchaser’s common law duty to mitigate any loss which it may suffer as a result of any
Environmental Claim.




	23.9 The provisions of clauses 22.3.1 and 25.1 shall not apply to the indemnity given by the
Seller in terms of this clause 23.




	23.10 Harmony shall be obliged to provide the Purchaser with a guarantee in respect of the
Seller’s obligations under the Environmental Indemnity (“Harmony Guarantee”), on the terms
and conditions contained in the draft guarantee attached hereto as annexe “A”, immediately
prior to -




	23.10.1 it disposing of a majority of the issued share capital of the Seller, whether to another
Harmony Group Company or to an independent third party;




	23.10.2 it disposing of the voting rights or economic benefits attaching to




	majority of the issued share capital of the Seller, whether to another



	CLIFFE DEKKER






 












 









	Page 54




	Harmony Group Company or to an independent third party; or




	23.10.3 the Seller disposing of both its Elandsrand and Doornkop operations
(whether as part of one indivisible transaction or separately), as they
exist as at the Signature Date or as they may be expanded at any time after
the Signature Date, and whether to another Harmony Group Company or to an
independent third party,




	at any time prior to the 5th (fifth) anniversary of the Effective Date.




	23.11 It is agreed that the Harmony Guarantee shall lapse and be of no further




	force and effect on the 5th (fifth) anniversary of the Effective Date, provided




	that, if the Purchaser has given written notice to the Seller and/or
Harmony of any claim under the Environmental Liability and/or Harmony
Guarantee before the 5th (fifth) anniversary of the
Effective Date and has issued summons or commenced arbitration
proceedings in respect thereof within 6 (six) months after the date of
such notice, the Harmony Guarantee shall survive in respect of that
claim for as long as may be necessary to permit its final resolution.




	24 INDEMNITIES




	24.1 Without prejudice to any rights of the Purchaser arising
from any other provision of this Agreement and to the extent that such
liability is not fully provided for or reflected as a liability in the
Agreement Accounts, the Seller hereby gives the Purchaser an indemnity
against and shall hold it harmless from all claims, liability, damage,
loss, penalty, expense and cost (including legal costs on an attorney and
own client scale) of any nature whatsoever which the Purchaser may sustain
as a result of or attributable to -




	24.1.1 a failure of
any of the Warranties, representations or any undertakings




	contained in this Agreement to be true and correct;



	CLIFFE DEKKER






 









 












	Page 55




	24.1.2 any breach of or non-compliance by the Seller with any of its obligations




	contained in this Agreement; and
24.1.3 any liability, whether actual or contingent, of whatsoever nature or kind




	and howsoever arising, which is not a Business Liability.
24.2 The Purchaser will notify the Seller of any claim which may be made




	against the Business in respect of any of the matters referred to in clause
24.1 as expeditiously as possible after the Purchaser becomes aware
thereof. The Seller will be entitled to contest the claim concerned in the
name of the Purchaser and will be entitled to control the proceedings in
regard thereto, provided that -
24.2.1 the Seller delivers to the Purchaser a written indemnity in terms




	reasonably acceptable to the Purchaser, indemnifying the Purchaser
against all charges and all legal costs (not limited by any scale) which
may be incurred or awarded as a consequence of such steps; and
24.2.2 the Purchaser will -




	24.2.2.1 render reasonable assistance to the Seller (at the expense of the




	Seller) in regard to the steps taken by the Seller; and
24.2.2.2 make all relevant books and records available to the Seller.
24.3 In the event of the Purchaser suffering or paying any loss, damage, liability,




	cost, charge, expense, payment or penalty to which any representation,
undertaking, warranty or indemnity relates, the Seller will forthwith upon
such amount being determined pay to the Purchaser an amount equal to
such loss, damage, liability, cost, charge, expense, payment or penalty.
Any amount payable by the Seller pursuant to this clause shall bear interest




	at the Prime Rate from the date upon the relevant loss, damage




	cost, charge, expense, payment or penalty was incurred to date of




	CLIFFE DEKKER





 









 












	Page 56




	payment, both days inclusive, which interest shall be payable
simultaneously with the amount payable by the Seller.




	24.4 Without prejudice to any rights of the Seller arising from any other provision of
this Agreement, the Purchaser hereby gives the Seller an indemnity against and
shall hold it harmless from all claims, liability, damage, loss, penalty, expense
and cost (including legal costs on an attorney and own client scale) of any nature
whatsoever which the Seller may sustain as a result of or attributable to any
breach of or non-compliance by the Purchaser with any of its obligations contained
in this Agreement. The provisions of clause 25 shall apply, mutatis mutandis, to
the indemnity given by the Purchaser in terms of this clause 24.4, save insofar as
such indemnity relates to the discharge of the Purchase Consideration.




	25 LIMITATION OF LIABILITY




	25.1 Notwithstanding the Warranties, representations, undertakings, indemnifications
given by the Seller, no liability shall attach to the Seller in respect of any
breach of this Agreement in relation to claims, losses or liabilities -




	25.1.1 for any loss of profit or any other indirect, special or consequential loss;




	25.1.2 which are less than R20,000,000.00 (twenty million rand) in aggregate,




	provided that when such aggregate or individual claims or losses exceed
the said amount, the Seller shall, subject to clause 25.1.3 and
clause 25.1.4, be liable for the full amount of such claim/s and/or loss
and/or liabilities and not only for the amount in excess of the said
amount;
25.1.3 if the Purchaser has not issued summons or commenced arbitration




	proceedings against the Seller for recovery of such claims, losses or



	CLIFFE DEKKER






 









 












	Page 57




	liabilities by a date which is 18 (eighteen) months after the Effective Date,
provided that if the Purchaser has, before such date, given written notice in
respect of any claim which it may have to the Seller and has within 6 (six)
months after such date issued summons or commenced arbitration proceedings
for the recovery thereof, the warranties and indemnities given in respect of
such notified matter shall survive as long as may be necessary to permit the
final resolution of such matter; or




	25.1.4 which in aggregate exceed an amount equal to the Rand Equivalent of
US$250,000,000.00 (two hundred and fifty million United States dollars) on the
Effective Date, on the basis that the aggregate amount recoverable from the Seller,
exclusive of interest and costs, from whatever cause arising, shall be limited to the
aforesaid amount.




	25.2 The Purchaser shall have no claim whatsoever against the Seller in respect




	of any breach of any of the Warranties or representations contained in this
Agreement and annexe “J” hereto if and to the extent that -
25.2.1 such breach or claim occurs as a result of any legislation not in force at




	the Signature Date which takes effect retrospectively;
25.2.2 such breach or claim would not have arisen but for any voluntary act or




	omission on the part of the Purchaser or any person connected with it
otherwise than in the ordinary course of business at any time after the
Signature Date; or
25.2.3 such breach or claim arises as a result only of any changes after the




	Effective Date in the accounting bases, policies or methods used by the
Business to value any of its assets or to provide for any of its liabilities.
25.3 Any claim by the Purchaser against the Seller based on a breach of a




	representation, undertaking, Warranty or indemnity contained in the


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	Agreement shall be reduced by the aggregate of -
25.3.1 any provisions in respect thereof, as reflected in the Agreement
Accounts;
25.3.2 an amount equal to any Tax benefit actually received by the Purchaser
as a result thereof;
25.3.3 any amount recovered from any third party in respect thereof; and
25.3.4 any amount by which the subject matter of the claim has been or is




	made good or otherwise compensated for without cost to the Purchaser.




	25.4 All amounts available for set-off or otherwise liable to be deducted pursuant




	to clauses 25.2 or 25.3 shall first be taken into account for the purpose of
determining the amount of loss sustained in connection with the limits
referred to in clause 25.1.
25.5 Nothing in this clause 25 shall in any way diminish the Purchaser’s common




	law obligation to mitigate its loss.
25.6 If any potential claim arises by reason of liability which is contingent only,




	then the Seller shall not be under any obligation to make any payment
pursuant to such claim until such time as the contingent liability ceases to
be contingent and becomes actual.




	26 NO DUPLICATION OF RECOVERY




	26.1 Notwithstanding anything to the contrary contained in this Agreement, a claim by the
Purchaser arising out of any breach by the Seller of any Warranty or in terms of any
indemnity or undertaking given by the Seller in terms of this Agreement shall not entitle
the Purchaser to make a claim against the Seller in respect of more than one of such breach
of Warranty




	or undertaking or claim under such indemnity where such additional breach


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	and claim arises from or is attributable to the same cause of action, provided
that should the claim that the Purchaser has under one warranty, or indemnity,
exceed the claim that the Purchaser has under another warranty or indemnity,
and the Purchaser elect to firstly recover an amount under the first mentioned
warranty or indemnity, the Purchaser shall not be prevented from recovering
the balance of its claim under the second mentioned warranty or indemnity.




	26.2 If the Purchaser successfully claims any amount from the Seller arising from or in any way related to a breach
or alleged breach of warranty or representation, and is also paid any amount by its insurers arising from the same
claim, or a claim based on substantially the same cause of action, the Purchaser shall forthwith reimburse the
Seller any amount equal to the amount paid to the Purchaser by its insurers as aforesaid, up to a maximum amount
equal to the amount successfully claimed from the Seller.
27 GENERAL WARRANTIES
27.1 Each of the Parties hereby warrants to and in favour of the other that -
27.1.1 it has the legal capacity and has taken all necessary corporate action




	required to empower and authorise it to enter into this Agreement;
27.1.2 this Agreement constitutes an agreement valid and binding on it and




	enforceable against it in accordance with its terms;
27.1.3 the execution of this Agreement and the performance of its obligations




	hereunder does not and shall not -
27.1.3.1 contravene any law or regulation to which that Party is subject;
27.1.3.2 contravene any provision of that Party’s constitutional documents; or


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	27.1.3.3 conflict with, or constitute a breach of any of the provisions of any
other agreement, obligation, restriction or undertaking which is binding on it.




	27.2 Each of the representations and warranties given by the Parties in terms of clause 27.1,
shall -




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




	inference from the terms of any other warranty or by any other words in
this Agreement;
27.2.2 continue and remain in force notwithstanding the completion of any or all




	the transactions contemplated in this Agreement; and
27.2.3 prime facie be deemed to be material and to be a material




	representation inducing the other Party to enter into this Agreement.
28 APPOINTMENT OF PAMODZI AS AGENT




	Pamodzi shall represent the Purchaser, and take all decisions and actions on behalf of the
Purchaser, in respect of or in relation to this Agreement, including the enforcement of any
of the provisions of this Agreement and the fulfillment of the Conditions Precedent. The
Purchaser hereby appoints Pamodzi as its attorney and agent in rem suam, in its name, place
and stead to do all such things and sign all such documents on its behalf in relation to
this Agreement.




	29 CONFIDENTIALITY




	29.1 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 -




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	29.1.1 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;
29.1.2 all other information of the same confidential nature concerning the




	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 -




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




	29.2 If a Recipient is uncertain about whether any information is to be treated as




	confidential in terms of this clause 29, it shall be obliged to treat it as such
until written clearance is obtained from the Disclosing Party.
29.3 Each Party undertakes, subject to clause 29.4, not to disclose any




	information which is to be kept confidential in terms of this clause 29, nor to
use such information for its own or anyone else’s benefit.
29.4 Notwithstanding the provisions of clause 29.3, 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.
29.5 The obligation of confidentiality placed on the Parties in terms of this




	clause 29 shall cease to apply to a Recipient in respect of any information

which -



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	29.5.1 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;
29.5.2 the Disclosing Party confirms in writing is disclosed on a non-confidential
basis;
29.5.3 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
29.5.4 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 -
29.5.5 the onus shall at all times rest on the Recipient to establish that




	information falls within the exclusions set out in clauses 29.5.1 to 29.5.4;
29.5.6 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
29.5.7 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.




	29.6 In the event that the Recipient is required to disclose confidential



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	information of the Disclosing Party as contemplated in clause 29.5.4, the
Recipient will -




	29.6.1 advise the Disclosing Party thereof in writing prior to disclosure, if
possible;
29.6.2 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;
29.6.3 afford the Disclosing Party a reasonable opportunity, if possible, to




	intervene in the proceedings;
29.6.4 comply with the Disclosing Party’s reasonable requests as to the manner




	and terms of any such disclosure; and
29.6.5 notify the Disclosing Party of the recipient of, and the form and extent of,




	any such disclosure or announcement immediately after it is made.
29.7 This clause 29 shall not apply to any disclosure made by a Party
to —
29.7.1 its professional advisors, bankers, funders or potential funders, or




	consultants, provided that they have agreed to the same confidentiality
undertakings, and provided further that each Party shall be obliged to
procure compliance by its professional advisors, bankers, funders or
potential funders, or consultants, with such confidentiality undertakings;
or
29.7.2 any judicial or arbitral tribunal or officer.




	30 PUBLICITY




	30.1 Subject to clause 30.3, each Party undertakes to keep confidential and not to disclose to
any third party, save as may be required in law (including by




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	the rules of any securities exchange on which the shares of either of the
Parties may be listed, where applicable) or permitted in terms of this
Agreement, the nature, content or existence of this Agreement.




	30.2 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 Party, save for any announcement or other statement required to be
made in terms of the provisions of any law (or by the rules of any securities
exchange on which the shares of either of the Parties may be listed, where
applicable), in which event the Party obliged to make such statement will
first consult with the other Party 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 the other Party which has made
an announcement of some nature in breach of this clause.
30.3 This clause 30 shall not apply to any disclosure made by a Party to -
30.3.1 its professional advisors, bankers, funders or potential funders, or




	consultants, provided that they have agreed to the same confidentiality
undertakings, and provided further that each Party shall be obliged to
procure compliance by its professional advisors, bankers, funders or
potential funders, or consultants, with such confidentiality undertakings;
or
30.3.2 any judicial or arbitral tribunal or officer.




	31 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



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	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, provided
that the aforegoing undertaking shall not place any obligation on any Party to
assume any obligations or liabilities that are commercially onerous or
unreasonable in the context of this Agreement or agreeing to commercially onerous
or unreasonable conditions.




	32 BREACH




	32.1 If a Party (“Defaulting Party”) commits any breach of this Agreement and




	fails to remedy such breach within 20 (twenty) 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 -
32.1.1 to 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
32.1.2 to 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.
32.2 Neither Party shall be entitled to cancel this Agreement unless the breach




	is a material breach. A breach will be deemed to be a material breach if -
32.2.1 it is capable of being remedied, but is not so remedied within the Notice
Period; or
32.2.2 it is incapable of being remedied and payment in money will compensate




	for such breach but such payment is not made within the Notice Period.
32.3 The Aggrieved Party’s remedies in terms of this clause 32 are without




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	prejudice to any other remedies to which the Aggrieved Party may be entitled
in law.
32.4 Notwithstanding the aforegoing, after the closing in full of the Sale in
accordance with clause 8, neither of the Parties will have the right to cancel
this Agreement as a result of a breach thereof, and the Parties’ only
remedies thereafter will be to claim specific performance of all the
Defaulting Party’s obligations, together with damages, if any,
32.5 Should any payment under or arising from this Agreement fail to be made
on the due date thereof then, without prejudice to such other rights as may
accrue to the payee consequent upon such failure, such overdue amounts
will bear interest at 200 (two hundred) basis points above the Prime Rate,
from the due date for payment to the date of actual payment, both dates
inclusive.
33 DISPUTE RESOLUTION
33.1 In the event of there being any dispute or difference between the Parties
arising out of this Agreement, the said dispute or difference shall first be
submitted to the Chief Executive Officers of the Parties for resolution.
Should the Chief Executive Officers be unable to resolve the dispute or
difference within 10 (ten) business days after the dispute or difference has
been referred to them, such dispute or difference may, on written demand
by either Party be submitted to arbitration in Johannesburg in accordance
with the AFSA rules, which arbitration shall be administered by AFSA.
33.2 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) (“Latest AFSA Rules”) before an arbitrator appointed by
agreement between the Parties or failing agreement within 10
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	(ten) business days of the demand for arbitration, then either Party 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 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.




	33.3 Any Party may appeal the decision of the arbitrator or arbitrators in terms of




	the AFSA rules for commercial arbitration. Should AFSA, as an institution,
not be operating at that time or not be accepting requests for appeals for
any reason, then the appeal shall be conducted in accordance with the
Latest AFSA Rules.
33.4 Nothing herein contained shall be deemed to prevent or prohibit either




	Party from applying to the appropriate court for urgent relief or for judgment
in relation to a liquidated claim.
33.5 Any arbitration in terms of this clause 33 (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.
33.6 This clause 33 will continue to be binding on the Parties notwithstanding




	any termination or cancellation of the Agreement.
33.7 The Parties agree that the written demand by either Party to the dispute in




	terms of clause 33.1 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.



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	34 NOTICES AND DOMICILIA




	34.1 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 and email addresses -




	Name            Physical Address            Telefax & Email




	Seller and Harmony            Block 27 Randfontein +27 11 684 0188
Office Park Comer Main            Marian.vanderWalt@
Reef Road & Ward Avenue            Harmony.co.za
Randfontein Republic of
South Africa
Marked for the attention of: The Company Secretary




	Name            Physical Address            Telefax & Email




	Purchaser and Pamodzi            Pamodzi House +27 11 252 8616
1st Floor 5 Gerard@prf1 .com
Willowbrook Close
Melrose North Atholl
Republic of South
Africa
Marked for the attention of: Gerard Kemp




	With a copy to            First Reserve +1 203 625 2505
Corporation One            akrueger@first
Lafayette Place            reserve.com
Greenwich CT 06830
United States of
America
Marked for the attention of: Alex Krueger




	provided that a Party may change its domicilium or its address for the purposes of
notices to any other physical address, telefax number or email address 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.




	34.2 All notices to be given in terms of this Agreement will be given in writing, in English,
and will -




	34.2.1 be delivered by hand or sent by telefax or email;



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	34.2.2 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;
34.2.3 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;
and
34.2.4 if sent by email during business hours, be presumed to have been




	received on the date of successful transmission of the email as
evidenced by a return receipt notification or other evidence of
transmission. Any email 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.




	34.3 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.




	35 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 either of them.




	36 APPLICABLE LAW AND JURISDICTION




	36.1 This Agreement will in all respects be governed by and construed under the




	laws of the Republic of South Africa.




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	36.2 For the purposes of clause 33.4 or for the purposes of making the arbitration award an order
of court, the Parties hereby consent and submit to the non-exclusive jurisdiction of the
Witwatersrand Local Division of the High Court of the Republic of South Africa 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.




	37 GENERAL




	37.1 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 either of the Parties.




	37.2 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.




	37.3 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 either 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.





 









 












	Page 71




	37.4 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.




	37.5 Neither this Agreement nor any part, share or interest herein nor any rights or obligations
hereunder may be ceded, delegated or assigned by either Party without the prior written
consent of the other Party, save as otherwise provided herein.




	37.6 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.




	38 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.





 









 












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	39 SIGNATURE
Signed on behalf of the Parties, each signatory hereto warranting that he/she has due
authority to do so.
SIGNED at            
SANDTON            on 18/12/2007
For and on behalf of RANDFONTEIN ESTATES
LIMITED
Signature
R.A.L. ATKINSON
Name of Signatory
EXECUTIVE
Designation of Signatory
SIGNED at            SANDTON            on 18/12 / 2007
For and on behalf of
CLIDET NO 726 (PROPRIETARY)
LIMITED
Signature
R.A.L. ATKINSON
Name of Signatory.
EXECUTIVE
Designation of Signatory





 









 












	Page 73




	SIGNED at Sandton on 18 December 2007
For and on behalf of
CLIDET NO 770 (PROPRIETARY)
LIMITED
GERARD KEMP
Signature
Name of Signatory
Designation of Signatory
SIGNED at            SANDTON            on 18/12 / 2007.
For and on behalf of H
ARMONY GOLD MINING
COMPANY LIMITED
R.A.L. ATKINSON
Signature
PAL ATKINSON
Name of Signatory
EXECUTIVE
Designation of Signatory
Gerard Kemp
R.A.L Atkinson